Honeywell 2009 Annual Report Download - page 150

The Deferred Compensation Plan for Non-Employee Directors of Honeywell International Inc. provides for
mandatory and elective deferral of certain payments to non-employee directors. Mandatory deferrals are
invested in notional shares of Common Stock. Directors may also invest any elective deferrals in notional
shares of Common Stock. Additional notional shares are credited to participant accounts equal to the value of
any cash dividends payable on actual shares of Common Stock. Notional shares of Common Stock are
converted to an equivalent amount of cash at the time the distributions are made from the plan to directors.
(5) Column (b) does not include any exercise price for notional shares allocated to employees under Honeywell's
equity compensation plans not approved by shareowners because all of these shares are notionally allocated
as a matching contribution under the non-tax qualified savings plans or as a notional investment of deferred
bonuses or fees under the cash incentive compensation and directors' plans as described in note 4 and are
only settled for shares of Common Stock on a one-for-one basis.
(6) No securities are available for future issuance under the AlliedSignal Incentive Compensation Plan for
Executive Employees of AlliedSignal Inc. and its Subsidiaries and the Deferred Compensation Plan for Non-
Employee Directors of Honeywell International Inc. The cash incentive compensation plan has expired. All
notional investments in shares of Common Stock are converted to cash when payments are made under the
directors' plan. The amount of securities available for future issuance under the Supplemental Non-Qualified
Savings Plan for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries is not
determinable because the number of securities that may be issued under this plan depends upon the amount
deferred to the plan by participants in future years.
The table does not contain information for employee benefit plans of Honeywell intended to meet the
requirements of Section 401(a) of the Internal Revenue Code and a small number of foreign employee benefit
plans that are similar to such Section 401(a) plans.
Item 13. Certain Relationships and Related Transactions
Information relating to certain relationships and related transactions is contained in the Proxy Statement
referred to above in "Item 10. Directors and Executive Officers of the Registrant," and such information is
incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information relating to fees paid to and services performed by PricewaterhouseCoopers LLP in 2009 and
2008 and our Audit Committee's pre-approval policies and procedures with respect to non-audit services are
contained in the Proxy Statement referred to above in "Item 10. Directors and Executive Officers of the
Registrant," and such information is incorporated herein by reference.
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