Honeywell 2008 Annual Report Download - page 321

Exhibit 10.31
2006 STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS OF
HONEYWELL INTERNATIONAL INC.
1. Purpose
(a) Purpose. The purpose of the Plan is to provide certain compensation to eligible directors of the Company and to encourage the highest level of
director performance by providing such directors with a proprietary interest in the Company's success and progress by granting them stock-based awards.
(b) Effective Date; Shareholder Approval. The Plan was effective as of April 24, 2006, subject to the approval of the Plan by the Company's
shareowners which was obtained at the Company's 2006 Annual Meeting of Shareowners in a manner that satisfies the requirements of the General
Corporation Law of the State of Delaware and the rules of the New York Stock Exchange. The Plan was amended and restated in its entirety effective January
1, 2009 to incorporate prior amendments and the changes necessary to comply with Section 409A of the Code.
2. Definitions
(a) “1994 Director Stock Plan” means the Stock Plan for Non-Employee Directors of Honeywell International Inc. (as amended effective as of April 25,
1994), as amended from time to time.
(b) “Award” means any form of award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to any
terms and conditions that the Committee may establish and set forth in the applicable Award Agreement. Awards granted under the Plan may consist of: (i)
Restricted Stock awarded pursuant to Section 6; (ii) Restricted Units awarded pursuant to Section 6; (iii) Stock Options awarded pursuant to Section 7; and
(iv) Stock Appreciation Rights awarded pursuant to Section 7.
(c) “Award Agreement” means, with respect to an Award granted to a Participant, the document issued, either in writing or an electronic medium, by
the Committee to a Participant evidencing the grant of such Award.
(d) “Board” means the Board of Directors of the Company.
(e) “Board Policy” means the policy adopted by the Board and attached hereto as Schedule A, which shall provide for the making of grants of Awards
(including annual and other periodic awards), as well as certain terms of such Awards (including, without limitation, the timing, amount and form of Award
grants) and which may be amended from time to time by the Board in its sole discretion.
(f) “Change in Control” has the meaning ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of
a Substantial Portion of the Assets of a Corporation” under Treasury Department Proposed Regulation 1.409A-3(g)(5),
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