Honeywell 2012 Annual Report Download - page 130

(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”) (35,204,087 shares of Common Stock to
be issued for options with a weighted average term of 6.28 years; 26,000 shares to be issued for
stock appreciation rights (“SARs”); 8,081,006 RSUs subject to continued employment; ; and
1,688,194 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”) (335,334 shares of Common
Stock to be issued for options; and 14,733 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).
1,092,801 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 second and
final payment related to these growth plan units will be paid in March 2013. 1,535,800 growth plan
units were issued for the performance cycle commencing January 1, 2012 and ending December
31, 2013 pursuant to the 2011 Stock Incentive Plan. 50% of the payment related to these growth
plan units, if any, will be paid in March 2014 and the remaining 50% will be paid in March 2015,
subject to active employment on the payment dates.
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.
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 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,
2012 is 32,796,373 which includes the following additional shares under the 2011 Stock Incentive
Plan (or any Prior Plan as defined in the 2011 Stock Incentive Plan) that may again be available for
issuance: shares that are settled for cash, expire, are canceled, are tendered in satisfaction of an
option exercise price or tax withholding obligations, are reacquired with cash tendered in
satisfaction of an option exercise price or with monies attributable to any tax deduction enjoyed by
Honeywell to the exercise of an option, and are under any outstanding awards assumed under any
equity compensation plan of an entity acquired by Honeywell. No securities are available for future
issuance under the 2006 Stock Incentive Plan, the 2003 Stock Incentive Plan, the 1993 Stock Plan,
or the 1994 Non-Employee Director Plan.
The number of shares that may be issued under the Honeywell Global Stock Plan as of December
31, 2012 is 2,225,764. This plan is an umbrella plan for four plans maintained solely for eligible
employees of participating non-U.S. countries. More than 50% of the shares distributed under the
Honeywell Global Stock Plan have been distributed to participants in one sub-plan, the Global
Employee Stock Purchase Plan. As of February 1, 2013, the Global Employee Stock Purchase
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