Honeywell 2008 Annual Report Download - page 307

divisions or subsidiaries of the Company. The Committee may select Performance Measures that are absolute or relative to the
performance of one or more comparable companies or an index of comparable companies.
(iii) The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount of Performance Awards
payable to any Key Employee with respect to any given Performance Cycle, provided, however, that no reduction will result in an
increase in the dollar amount or number of Shares payable under any Performance Award of another Key Employee.
(d) Payment; Certification. No Performance Award will vest with respect to any Key Employee until the Committee certifies in writing the
level of attainment of the applicable Performance Measures for the applicable Performance Cycle. Performance Awards awarded to
Participants who are not Key Employees will be based on the Performance Measures and payment formulas that the Committee, in its
discretion, may establish for these purposes. These Performance Measures and formulas may be the same as or different than the
Performance Measures and formulas that apply to Key Employees.
In determining attainment of Performance Measures, the Committee will exclude unusual or infrequently occurring items, charges for
restructurings (employee severance liabilities, asset impairment costs, and exit costs), discontinued operations, extraordinary items and the
cumulative effect of changes in accounting treatment, and may determine no later than ninety (90) days after the commencement of any
applicable Performance Cycle to exclude other items, each determined in accordance with GAAP (to the extent applicable) and as identified
in the financial statements, notes to the financial statements or discussion and analysis of management.
(e) Form of Payment. Performance Awards may be paid in cash or full Shares, in the discretion of the Committee, subject to the terms
and conditions set forth in the Award Agreement. Payment with respect to any fractional Share will be in cash in an amount based on the
Fair Market Value of the Share as of the date the Performance Award becomes payable.
(f) Section 162(m) of the Code. It is the intent of the Company that unless otherwise expressly stated in an Award Agreement,
Performance Awards be "performance-based compensation" for purposes of Section 162(m) of the Code, that this Section 4.4 be
interpreted in a manner that satisfies the applicable requirements of Section 162(m)(C) of the Code and related regulations, and that the
Plan be operated so that the Company may take a full tax deduction for Performance Awards. If any provision of this Plan or any
Performance Award would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to
avoid this conflict.
4.5 Restricted Units and Restricted Stock. The Committee may grant Restricted Units and Restricted Stock under the Plan to those
Employees whom the Committee may from time to time select, in the amounts and, with respect to Restricted Units