Honeywell 2011 Annual Report Download - page 118

Plan category
Number of
Shares to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))
(a) (b) (c)
Equity compensation plans approved by security holders 49,895,073(1) $ 43.01(2) 42,195,484(3)
Equity compensation plans not approved by security holders 626,868(4) N/A(5) N/A(6)
Total 50,521,941 43.01 42,195,484
(1) Equity compensation plans approved by shareowners that are included in column (a) of the table are the 2011 Stock Incentive Plan of Honeywell
International Inc. and its Affiliates (the "2011 Stock Incentive Plan"), the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates
(the "2006 Stock Incentive Plan"), the 2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the "2003 Stock Incentive Plan")
and the 1993 Stock Plan for Employees of Honeywell International Inc. and its Affiliates (the "1993 Stock Plan") (38,562,720 shares of Common Stock
to be issued for options with a weighted average term of 6.27 years; 31,150 shares to be issued for stock appreciation rights ("SARs"); 9,746,433 RSUs
subject to continued employment; 130,891 performance shares subject to continued employment; and 1,092,879 deferred RSUs of earned and vested
awards where delivery of shares has been deferred); and the 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc. (the "2006
Non-Employee Director Plan") and the 1994 Stock Plan for Non-Employee Directors of Honeywell International Inc. (the "1994 Non-Employee
Director Plan") (322,000 shares of Common Stock to be issued for options; and 9,000 RSUs subject to continued services). RSUs included in column
(a) of the table represent the full number of RSUs awarded and outstanding whereas the number of shares of Common Stock to be issued upon vesting
will be lower than what is reflected on the table due to the net share settlement process used by the Company (whereas the value of shares required to
meet employee statutory minimum tax withholding requirements are not issued).
1,266,309 growth plan units were issued for the performance cycle commencing on January 1, 2010 and ending December 31, 2011 pursuant to the
2006 Stock Incentive Plan. The ultimate value of any growth plan award may be paid in cash or shares of Common Stock and, thus, growth plan units
are not included in the table above. The ultimate value of growth plan units depends upon the achievement of pre-established performance goals during
the two-year performance cycle. 50% of the payment related to these growth plan units will be paid in March 2012 and the remaining 50% will be paid
in March 2013, subject to active employment on the payment dates.
Because the number of future shares that may be distributed to employees participating in the Honeywell Global Stock Plan is unknown, no shares
attributable to that plan are included in column (a) of the table above.
(2) Column (b) relates to stock options and does not include any exercise price for RSUs, performance shares, or growth plan units granted to employees or
non-employee directors under equity compensation plans approved by shareowners. RSUs do not have an exercise price because their value is
dependent upon attainment of certain performance goals or continued employment or service and they are settled for shares of Common Stock on a one-
for-one basis. Growth plan units are denominated in cash units and the ultimate value of the award is dependent upon attainment of certain performance
goals.
(3) The number of shares that may be issued under the 2011 Stock Incentive Plan as of December 31, 2011 is 39,582,132 which includes the following
additional shares under the 2011 Stock Incentive Plan (or any Prior 115