Honeywell 2011 Annual Report Download - page 138

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Exhibit 10.43
2011 Stock Incentive Plan
of Honeywell International Inc. and its Affiliates
GROWTH PLAN AGREEMENT
GROWTH PLAN AGREEMENT made in Morris Township, New Jersey, United States of America, as of the [DAY] day of [MONTH, YEAR] (the
"Award Date") between Honeywell International Inc. (which together with its subsidiaries and affiliates, when the context so indicates, is hereinafter referred
to as the "Company") and [EMPLOYEE NAME] (the "Employee").
1. Grant of Awards. The Company has granted to you [NUMBER] Growth Plan Units, subject to the terms of this Agreement and the terms of the
2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates (the "Plan").
2. Target and Actual Award. The number of Growth Plan Units awarded to you represents a target award for the Performance Cycle (as defined
below). Each Growth Plan Unit has a target value of $100 ("Target Value"). Your actual award value (the "Actual Award") is equal to the
product of (i) the Target Value, (ii) the Plan Payout Percentage, and (iii) the number of Growth Plan Units awarded to you under this Agreement.
For purposes of this Agreement, the "Plan Payout Percentage" shall be based on the achievement of the Performance Measures described in
Section 3 below and may range from zero to a maximum of 200%.
3. Performance Measures. The Plan Payout Percentage shall be determined based on [PERFORMANCE MEASURES] (collectively the
"Performance Measures") for the Performance Cycle. Performance Measures shall be determined at the Company level for eligible employees not
assigned to one of the Company's four strategic business groups ("SBG"), and at both the Company and SBG level for other eligible employees.
For purposes of this determination, if you transfer from one of the Company's businesses during the Performance Cycle, your award will be
prorated for the number of days actively employed in that business.
[INCLUDE AS APPLICABLE: Notwithstanding anything in this Agreement to the contrary, except in the event of a Change in Control (as
defined in the Plan), no Growth Plan Unit awards will be paid unless the Company attains a minimum level of [PERFORMANCE MEASURE]
during the Performance Cycle. The minimum level of [PERFORMANCE MEASURE] shall be a [AMOUNT OR PERCENTAGE] over the
Performance Cycle. In determining [PERFORMANCE MEASURE] for this purpose, the Management Development and Compensation
Committee of the Company's Board of Directors (the "Committee") shall [INCLUDE AS APPLICABLE: hold share count constant to [YEAR]
for all periods and] exclude from its calculations unusual, infrequently occurring, and extraordinary items [INCLUDE AS APPLICABLE: as well
as pension expense or pension income recorded] during the Performance Cycle.]
4. Performance Cycles. The two year performance cycle to which this Agreement applies commences on [DATE] and ends on [DATE] (the
"Performance Cycle").