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EXHIBIT 10.22
2003 Stock Incentive Plan
for Employees
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 of _____________ between Honeywell International
Inc. (which together with its subsidiaries and affiliates, when the context so
indicates, is hereinafter referred to as the "Company") and ___________ (the
"Employee").
1. Grant of Awards. The Company has granted to you ________ Growth Plan
Units, subject to the terms of this Agreement and the terms of the
2003 Stock Incentive Plan for Employees of Honeywell International
Inc. and its Affiliates (the "Stock 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 revenue growth and return on investment (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.
Notwithstanding anything in this Agreement to the contrary, except
in the event of a Change in Control (as defined in the Stock Plan),
no Growth Plan Unit awards will be paid unless the Company attains a
minimum level of earnings per share growth during the Performance
Cycle. The minimum level of earnings per share growth shall be a
___% compound annual growth rate over the Performance Cycle. In
determining earnings per share for this purpose, the Management
Development and Compensation Committee of the Company's Board of
Directors (the "Committee") shall exclude from its calculations
unusual, infrequently occurring, and extraordinary items.
4. Performance Cycles. The ____ year performance cycle to which this
Agreement applies commences on ___________ and ends on ____________
(performance cycle between 12 months and 5 years) (the "Performance
Cycle").
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5. Timing of Payments. The payment of Growth Plan Unit awards is
contingent upon (i) the achievement of the performance criteria
outlined in Section 3 above, and (ii) you remaining actively
employed by the Company on the applicable payment dates. Thus, for
example, if you are receiving pay from the Company but not actively
performing services therefore (including, but not limited to,
severance periods, notice periods, grandfathered vacation periods,
short or long-term disability periods), you will not be considered
"active" for purposes of the payment of Growth Plan Unit awards. To
the extent a Growth Plan Unit award is earned, you will receive it
in two installments (subject, of course, to the active employment
criteria described herein). One-half of your Actual Award will be
paid in ___________; the second half of your Actual Award will be
paid in ___________; provided, however, that in no event will a
payment be made later than two and one-half months from the end of
the year in which the payment vests.
6. Form of Payment. Growth Plan Units may be paid out in either cash or
shares of the Company's common stock ("Shares"), at the discretion
of the Committee. Payment shall be made in the same currency as your
pay ("Local Currency"). In the event you receive pay in more than
one currency, the currency used for payment will be at the
discretion of the party responsible for payment. The Company will
normalize your award value for any fluctuation in exchange rates
between U.S. dollars and your Local Currency. The exchange rate used
will be that which is in effect for compensation planning at the
beginning of this Performance Cycle. Your award will be expressed in
U.S. dollars. If your Actual Award is paid in Shares, the number of
Shares shall be determined by dividing the Actual Award by the Fair
Market Value (as defined in the Stock Plan) of the Shares as of the
date the Committee determines the amount of your Actual Award.
Fractional Shares will always be paid in cash. No payment amounts
will be credited with interest, and you may not defer the payment of
any awards hereunder.
7. Termination of Employment. If your employment with the Company is
terminated for any reason other than death or Disability prior to
the date a Growth Plan Unit payment is to be made pursuant to
Section 5 above, any unpaid amounts shall be forfeited and your
rights with respect to any Growth Plan Units will terminate unless
the Committee, or its designee, determines otherwise in its sole and
absolute discretion.
8. Death or Disability. If your employment with the Company terminates
because of death or Disability (as defined in the Stock Plan) prior
to the first installment payment of your Actual Award, you or your
estate will receive the prorated value of your Actual Award. The
prorated value of the Actual Award shall be determined by
multiplying the Actual Award by a fraction, the numerator of which
is the number of days you were actively employed by the Company
during the Performance Cycle prior to your death or Disability, and
the denominator of which is 730. Such prorated Actual Award shall be
payable in a single lump sum at the time the first installment
payment is paid to other Growth Plan grantees. If your death or
Disability occurs after the first installment payment of your Actual
Award has been made but before the second installment payment has
been made, the Company shall pay the second installment payment in a
lump sum as soon as practicable after the date of death or
Disability.
9. Change in Control. In the event of a Change in Control (as defined
in the Stock Plan), you will be deemed to have earned an Actual
Award at a Performance Payout Percentage
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of 100%. In such case, you shall receive both installments of your
Actual Award in a single sum payment no later than the earlier of 90
days after the date of the Change in Control or two and one-half
months after the end of the calendar year in which the Change in
Control occurs. Such single sum payment may be in cash or Shares, as
determined by the Committee.
10. Change in Status. If your role within the Company changes during the
Performance Cycle such that you would no longer be eligible to
receive Growth Plan Units, this Agreement shall remain in full force
and effect as if no such change had occurred.
11. Transfer of Awards. You may not transfer any interest in your Growth
Plan Units. Any attempt to dispose of your interest in your Growth
Plan Units shall be null and void.
12. Personal Data. By accepting the Growth Plan Unit award under this
Agreement, you hereby consent to the Company's use, dissemination
and disclosure of any information pertaining to you that the Company
determines to be necessary or desirable for the implementation,
administration, and management of the Stock Plan.
13. Discretionary Nature and Acceptance of Award. By accepting this
Growth Plan Unit award, you agree to be bound by the terms of this
Agreement and acknowledge that:
a) The benefits and rights provided under the Stock Plan are not
to be considered part of your salary or compensation with the
Company for purposes of calculating any (i) severance,
resignation, redundancy or termination related payments, (ii)
vacation amounts, (iii) bonus amounts, (iv) long-term service
awards, (v) pension or retirement benefits, or (vi) any other
payments, benefits or rights of any kind. You hereby waive any
and all rights to compensation or damages as a result of the
termination of your employment with the Company for any reason
whatsoever insofar as those rights result, or may result, from
the loss or diminution in value of such rights under the Stock
Plan or your ceasing to have any rights under, or ceasing to
be entitled to any rights under, the Stock Plan as a result of
such termination.
b) The grant of Growth Plan Units hereunder, and any future grant
of Growth Plan Units under the Stock Plan, is entirely
voluntary and at the complete and sole discretion of the
Company. Neither the grant of these Growth Plan Units nor any
future grant of Growth Plan Units by the Company shall be
deemed to create any obligation to grant any further Growth
Plan Units, whether or not such a reservation is explicitly
stated at the time of such grant. The Company has the right,
at any time and for any reason, to amend, suspend or terminate
the Stock Plan; provided, however, that no such amendment,
suspension, or termination shall adversely affect your rights
hereunder.
14. Limitations. Nothing in this Agreement or the Stock Plan gives you
any right to continue in the employ of the Company or to interfere
in any way with the right of the Company to terminate your
employment at any time.
15. Agreement Changes. The Company reserves the right to change the
terms of this Agreement without your consent to the extent necessary
or desirable to comply with the requirements of Code section 409A,
the Treasury regulations and other guidance thereunder.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
the facsimile signature of its Chairman of the Board and Chief Executive Officer
as of the day and year first above written. By consenting to this Agreement, you
agree that (i) you have carefully read, fully understand and agree to all of the
terms and conditions described in this Agreement and the Stock Plan; and (ii)
you understand and agree that this Agreement and the Stock Plan constitute the
entire understanding between you and the Company regarding your award of Growth
Plan Units, and that any prior agreements, commitments or negotiations
concerning such Growth Plan Units are hereby replaced and superseded. You will
be deemed to consent to the application of the terms and conditions set forth in
this Agreement and the Stock Plan unless you contact Honeywell International
Inc., Executive Compensation/AB-1D, 101 Columbia Road, Morristown, NJ 07962, in
writing, within thirty (30) days of the date of this Agreement.
HONEYWELL INTERNATIONAL INC.
By: David M. Cote
Chairman of the Board and
Chief Executive Officer
_________________________________
Participant's signature
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This Agreement and the underlying Stock Plan represent the entire agreement
between the Company and you regarding your Growth Plan Units. This Agreement and
the Stock Plan should be reading conjunction so that they are not in conflict.
Nevertheless, in the event this Agreement and the Stock Plan cannot be
harmonized with each other, the terms of the Stock Plan shall control. You
should consult the Stock Plan for additional information with respect to your
rights, responsibilities and entitlements.
The Company reserves the right to amend, modify or terminate the Stock Plan at
its sole and absolute discretion, subject to shareowner approval if required.
This Agreement does not guarantee your eligibility for any Stock Plan benefit
now or in the future. Please keep in mind that neither the Stock Plan nor this
Agreement, or any amendments thereto, constitute a contract of employment with
the Company or otherwise give you the right to be retained in the employment of
the Company.
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