Honeywell 2008 Annual Report Download - page 322

as revised from time to time in either subsequent proposed or final regulations, and in the event that such regulations are withdrawn or such phrase (or a
substantially similar phrase) ceases to be defined, as determined by the Committee.
(g) “Code” means the Internal Revenue Code of 1986, as amended.
(h) “Committee” means the Corporate Governance and Responsibility Committee of the Board or any successor committee or subcommittee of the
Board or other committee or subcommittee designated by the Board.
(i) “Common Stock” means the common stock of the Company.
(j) “Company” means Honeywell International Inc.
(k) “Dividend Equivalents” means an amount equal to the cash dividend or the Fair Market Value of the stock dividend that would be paid on each
Share underlying an Award if the Share were duly issued and outstanding on the date on which the dividend is payable.
(l) “Effective Date” means April 24, 2006.
(m) “Eligible Director” means a member of the Board, elected or appointed, who is not also an employee of the Company or any of its subsidiaries or
affiliates. An individual who is elected to the Board at an annual meeting of the shareowners of the Company will be deemed to be a member of the Board as
of the date of such meeting.
(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(o) “Exercise Price” means the price of a Share, as fixed by the Committee, which may be purchased under a Stock Option or with respect to which the
amount of any payment pursuant to a Stock Appreciation Right is determined.
(p) “Fair Market Value” means the average (mean) of the highest and lowest sales prices of a Share, as reported on the New York Stock Exchange (or
any other reporting system selected by the Committee, in its sole discretion) on the date as of which the determination is being made or, if no sales of Shares
is reported on this date, on the most recent preceding day on which there were sales of Shares reported.
(q) “Nonqualified Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or that otherwise does
not meet such requirements.
(r) “Participant” means an Eligible Director who has been granted an Award under the Plan.
(s) “Plan” means the 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc., which shall be evidenced by this instrument, as
may be amended from time to time.
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