Honeywell 2008 Annual Report Download - page 306

(ii) No Dividend Equivalents. The Committee shall not provide for the payment of Dividend Equivalents with respect to Stock Options
or Stock Appreciation Rights.
(iii) No Reload Options. The Committee shall not grant Stock Options or Stock Appreciation Rights that have reload features under
which the exercise of a Stock Option or Stock Appreciation Right by a Participant automatically entitles the Participant to a new Stock
Option or Stock Appreciation Right.
(iv) No Additional Deferral Features. The Committee shall not grant Stock Options or Stock Appreciation Rights that have "additional
deferral features" as described in Section 409A of the Code, thereby subjecting the Stock Option or Stock Appreciation Right to the
requirements of Section 409A.
4.4 Performance Awards. The Committee may grant Performance Awards to the Employees that the Committee may from time to time
select, in the amounts and, subject to Section 7.14, pursuant to the terms and conditions that the Committee may determine and set forth in the
Award Agreement, subject to the provisions below:
(a) Performance Cycles. Performance Awards will be awarded in connection with a Performance Cycle determined by the Committee;
provided, however, that a Performance Cycle may be no shorter than 12 months.
(b) Eligible Participants. Within 90 days after the commencement of a Performance Cycle, the Committee will determine the Employees
who will be eligible to receive a Performance Award for the Performance Cycle, provided, however, that the Committee may determine the
eligibility of any Employee other than a Key Employee after the expiration of this 90-day period.
(c) Performance Measures; Targets; Award Criteria.
(i) Within 90 days after the commencement of a Performance Cycle, the Committee will fix and establish, in writing (A) the
Performance Measures that will apply to that Performance Cycle; (B) with respect to Growth Plan Units and Cash-Based Awards, the
Target Amount payable to each Participant; (C) with respect to other Performance Awards, the Target Vesting Percentage for each
Participant; and (D) subject to subsection (d) below, the criteria for computing the amount that will be paid or will vest with respect to
each level of attained performance. The Committee will also set forth the minimum level of performance, based on objective factors,
that must be attained during the Performance Cycle before any Performance Award will be paid or vest, and the percentage (not
exceeding 200%) of the Performance Award that will vest upon attainment of various levels of performance that equal or exceed the
minimum required level.
(ii) The Committee may, in its discretion, select Performance Measures that measure the performance of the Company or one or
more business units,