{"id":38750,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-for-non-employee-directors2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-for-non-employee-directors2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-for-non-employee-directors2.html","title":{"rendered":"Deferred Compensation Plan for Non-Employee Directors &#8211; AlliedSignal Inc."},"content":{"rendered":"<pre>\n              Deferred Compensation Plan for Non-Employee Directors\n                              of AlliedSignal Inc.\n              -----------------------------------------------------\n                     (As Amended Effective January 1, 1997)\n\n\n1.  ELIGIBILITY\n\n        Each member of the Board of Directors (the 'Board') of AlliedSignal Inc.\n(the 'Corporation') who is not an employee of the Corporation or any of its\nsubsidiaries (a 'Director') is eligible to participate in the Deferred\nCompensation Plan for Non-Employee Directors of AlliedSignal Inc. (the 'Plan').\n\n2.  DEFINITIONS\n\n        (a) Committee. The Nominating and Board Affairs Committee of the Board\nor any successor.\n\n        (b) Common Stock. The publicly traded common stock of the Corporation or\nany successor.\n\n        (c) Compensation. All amounts payable for services as a Director,\nincluding amounts payable for services as a member or chairman of a committee of\nthe Board.\n\n        (d) Elective Deferrals. Compensation deferred by a Director under the\nPlan after December 31, 1996 (other than Non-Elective Deferrals and Lump-Sum\nCompensation, as defined below).\n\n        (e) Lump-Sum Compensation.  A one-time lump-sum amount for each Director\nserving on  December  31, 1996 who elected  such amount in  satisfaction  of any\nbenefits under the Retirement  Plan for  Non-Employee  Directors of AlliedSignal\nInc. (the 'Retirement Plan'),  which amount is automatically  deferred under the\nPlan.\n\n        (f) Non-Elective Deferrals. Effective January 1 of each year after 1996,\n$15,000 of annual  Compensation  for  Directors not eligible for a benefit under\nthe Retirement Plan, which amount is automatically deferred under the Plan.\n\n        (g) Pre-1997  Elective  Deferrals.  Compensation  deferred by a Director\nunder the Plan prior to January 1, 1997.\n\n\n\n\n\n                                      - 2 -\n\n\n        (h) Retirement. As used in the Plan, the term 'retirement' or 'retire'\nshall include any termination of a Director's Board service except, in the case\nof Lump-Sum Compensation, any termination which the Board determines to have\nresulted from gross cause. 'Gross cause' means fraud, misappropriation or\nintentional misconduct damaging to the property or business of the Corporation\nor any of its subsidiaries, or commission of a crime.\n\n        (i) Secretary. The Secretary of the Corporation.\n\n3.  INVESTMENT OPTIONS\n\n        Amounts deferred under the Plan shall be invested as described below.\n\n        (a) Pre-1997 Elective Deferrals. These amounts have been credited to a\ndeferred compensation account (the 'Director's account') either (i) in cash with\ninterest as described in paragraphs 5(b) and (c) below or (ii) in shares of\nCommon Stock, as elected by the Director, and will remain in the form elected\nuntil paid out.\n\n        (b) Elective Deferrals. A Director may elect to have these amounts\ncredited to the Director's account in cash (i) with interest as described in\nparagraph 5(c) below or (ii) which is valued as if invested in one or more of\nthe funds available for investments by participants in the AlliedSignal Savings\nPlan as described in paragraph 5(g) below. All such amounts will be paid out in\ncash.\n\n        (c) Non-Elective Deferrals. These amounts will be credited to the\nDirector's account on January 1 of each year in the form of equivalent shares of\nCommon Stock, calculated based on the mean between the highest and lowest sales\nprices of the Common Stock as reported on the New York Stock Exchange Composite\nTape for the immediately preceding December 31 (or, if there were no sales on\nsuch day, for the last preceding day on which there were sales) and valued as\ndescribed in paragraph 5(f) below. For any person who becomes a Director after\nJanuary 1, a pro rata portion of the annual amount based on the number of days\nremaining in the calendar year will be credited to the Director's account on the\nDirector's first day of service in the form of equivalent shares of Common\nStock, calculated based on such mean for the first day of service (or, if there\nwere no sales on such day, for the last preceding day on which there were\nsales). All such amounts will be paid out in cash after retirement from the\nBoard.\n\n        (d) Lump-Sum Compensation. This amount will be credited to the\nDirector's account, effective January 1, 1997, either (i) 100% in the form of\nequivalent shares of Common Stock, calculated based on the mean between the\nhighest and lowest sales prices of the Common Stock as reported on the New York\nStock Exchange Composite Tape for\n\n\n\n\n                                      - 3 -\n\n\nDecember 31, 1996 and valued as described in paragraph 5(f) below, or (ii) 50%\nin the form of equivalent shares of Common Stock, calculated and valued as\ndescribed in (i), and 50% in cash with interest at the rate of 10% per annum, as\nelected by the Director prior to January 1, 1997. All such amounts will be paid\nout in cash after retirement from the Board.\n\n4.  PARTICIPATION\n\n        (a)  Elective Deferrals.\n\n                (i) Time of Election. Prior to the beginning of any calendar\n        year, each Director who is not then participating in the Plan (other\n        than by virtue of Non-Elective Deferrals and\/or Lump-Sum Compensation)\n        may elect to participate in the Plan by directing that all or any part\n        of the Director's Compensation which otherwise would have been payable\n        currently for services as a Director during such calendar year shall be\n        credited to the Director's account as Elective Deferrals. Any person who\n        shall become a Director during any calendar year may elect, before the\n        Director's term begins, to defer payment of all or any part of the\n        Director's Compensation for the remainder of such calendar year.\n\n                (ii) Form and Duration of Election. An election to make Elective\n        Deferrals shall be made by written notice executed by the Director and\n        filed with the Secretary. Such election shall continue in effect for\n        succeeding calendar years unless the Director terminates such election\n        by written notice filed with the Secretary. Any such termination shall\n        become effective as of the end of the calendar year in which such notice\n        is given and only with respect to Compensation payable for services as a\n        Director thereafter. Amounts credited to the Director's account prior to\n        the effective date of termination shall not be affected by such\n        termination and shall be distributed only in accordance with the terms\n        of the Plan.\n\n                (iii) Adjustment of Future Deferrals. Prior to <font size=\"2\">the beginning of\n        any calendar year, a Director participating in the Plan may file another\n        written notice with the Secretary electing to change the amount of\n        Elective Deferrals to be credited to the Director's account for services\n        as a Director commencing with such calendar year. Amounts credited to\n        the Director's account prior to the effective date of such change shall\n        not be affected by such change and shall be distributed only in\n        accordance with the terms of the Plan,\n\n                (iv) Adjustment of Investment Options. A Director may elect to\n        change the investment options with respect to those portions of the\n        Director's account applicable to Elective Deferrals which are valued as\n        if invested in one or more of\n\n\n\n\n                                      - 4 -\n\n\n        the funds available for investments by participants in the AlliedSignal\n        Savings Plan. Any such election to reallocate amounts among the\n        investment funds shall be made by written notice executed by the\n        Director and filed with the Secretary, may be made no more often than\n        once each calendar quarter during the 30-day period beginning on the\n        third business day following an earnings release by the Corporation, and\n        shall be effective on the first business day following receipt by the\n        Secretary.\n\n        (b) Non-Elective Deferrals. No participation election is required for\nNon-Elective Deferrals since the crediting of such amounts to the Director's\naccount will be automatic.\n\n        (c) Lump-Sum Compensation. No participation election is required for\nLump-Sum Compensation since the crediting of such amounts to the Director's\naccount, in accordance with the irrevocable investment option elected by the\nDirector prior to January 1, 1997, will be automatic.\n\n5.  THE DIRECTOR'S ACCOUNT\n\n        (a) All Compensation which a Director has elected to defer under the\nPlan shall be credited to the Director's account consistent with the Director's\ninvestment options, as described in paragraph 3. All credits shall be made as\nunfunded book entries and the Director shall not have any interest in any\namounts credited to the Director's account until distributed in accordance with\nthe Plan.\n\n        (b) Amounts credited to the Director's account in cash for services as a\nDirector during 1993 or any prior calendar year shall accrue amounts equivalent\nto interest commencing on the date such amounts would otherwise have been paid,\nat a rate per annum for each calendar quarter fixed by the Treasurer of the\nCorporation at the commencement of such calendar quarter based upon the sum of\n(i) the average quoted rate for three-month U.S. Treasury Bills for the last\nfull week of the preceding calendar quarter, and (ii) a rate per annum of three\npercent.\n\n        (c) Amounts credited to the Director's account in cash for services as a\nDirector during 1994 or any subsequent calendar year, other than cash amounts\nreferred to in Paragraph 5(g), Lump-Sum Compensation and Non-Elective Deferrals,\nshall accrue amounts equivalent to interest commencing on the date such amounts\nwould otherwise have been paid, at the same rates per annum as those fixed for\ndeferrals with respect to the relevant calendar years under the AlliedSignal\nInc. Incentive Compensation Plan for Executive Employees, as amended from time\nto time.\n\n\n\n\n                                      - 5 -\n\n\n        (d) Am<\/font>ounts credited to the Director's account in cash as a result of\nthe conversion of shares or equivalent shares to cash pursuant to paragraph 7(a)\nshall accrue amounts equivalent to interest commencing on the date of such\nconversion, at the higher of the two rates provided under paragraphs 5(b) and\n(c), regardless of the calendar year or years to which the underlying deferral\nof shares or equivalent shares relates. The determination of which rate is\nhigher shall be made each calendar quarter and, for purposes of such\ndetermination, the rate provided under paragraph 5(c) for cash amounts deferred\nwith respect to the then current calendar year shall be compared to the rate\nprovided under paragraph 5(b) for the then current calendar quarter.\n\n        (e) Amounts determined pursuant to this paragraph 5 shall be compounded\nat the end of each calendar quarter and credited to the Director's account.\nAmounts credited to the Director's account in cash shall continue to accrue\namounts equivalent to interest in accordance with paragraphs 5(b), (c) or (d)\nuntil distributed in accordance with the Plan.\n\n        (f) Amounts credited to the Director's account in shares or equivalent\nshares of Common Stock shall accrue amounts equivalent to cash or stock\ndividends as declared by the Board. For Pre-1997 Elective Deferrals, such\nequivalent amounts shall continue to accrue amounts equivalent to interest or\ndividends. For Non-Elective Deferrals and Lump-Sum Compensation, such equivalent\namounts shall be credited to the Director's account as if reinvested in Common\nStock. Amounts credited to the Director's account in equivalent shares of Common\nStock shall be valued on the same basis as investments by participants in the\nAlliedSignal Common Stock Fund under the AlliedSignal Savings Plan, as indicated\nin paragraph 5(g).\n\n        (g) Amounts credited to the Director's account in cash but which are\nvalued as if invested in one or more of the funds available for investment by\nparticipants in the AlliedSignal Savings Plan shall be valued on the same basis\nas investments by participants in such funds (excluding any charge for expenses\nand, with respect to the AlliedSignal Common Stock Fund, excluding any liquidity\nreserves and assuming reinvestment of dividend equivalents).\n\n6.  DISTRIBUTION FROM ACCOUNTS\n\n        (a)  Form of Election.\n\n                (i) Pre-1997 Elective Deferrals. The aggregate amount of\n        Pre-1997 Elective Deferrals credited to a Director's account shall be\n        distributed in accordance with the Director's distribution election in\n        effect at the time such amounts were credited to the Director's account,\n        as modified effective January 1, 1997 by a Director's special one-time\n        election to take advantage of the Federal\n\n\n\n\n                                     - 6 -\n\n\n        Source Tax Law (4 U.S.C. ss.114). If no distribution election was in\n        effect, such amounts shall be paid on the first business day of the\n        calendar year immediately following the year in which the Director\n        ceases to be a Director.\n\n                (ii) Elective Deferrals. At the time a Director makes a\n        participation election pursuant to paragraph 4(a), the Director shall\n        also file with the Secretary a written election with respect to the\n        distribution of the aggregate amount credited to the Director's account\n        pursuant to such participation election. A Director may elect to receive\n        such amount in one lump-sum payment or in a number of approximately\n        equal installments (provided the payout period does not exceed 10\n        years). The Director may also elect to have the lump-sum payment or the\n        first installment paid (A) on the first business day of the calendar\n        year immediately following the year in which the Director ceases to be a\n        Director, (B) on the first business day of such calendar year as the\n        Director may elect, or (C) <font size=\"2\">as soon as practicable following the\n        Director's death. Except in the case of the Director's death, in which\n        event paragraph 8 shall govern, subsequent installments shall be paid on\n        the first business day of each succeeding installment period until the\n        entire amount credited to the Director's account shall have been paid.\n        Absent such an election, except in the case of death, the amount of\n        Elective Deferrals in the Director's account shall be paid on the first\n        business day of the calendar year immediately following the year in\n        which the Director ceases to be a Director.\n\n                (iii) Lump-Sum Compensation. The aggregate amount credited to a\n        Director's account as Lump-Sum Compensation shall be distributed in\n        accordance with the distribution election filed by the Director with the\n        Secretary prior to January 1, 1997. Such distribution election shall\n        have included an election to receive such amount in one lump-sum payment\n        or in a number of approximately equal installments (provided the payout\n        period does not exceed 10 years), and an election to have the lump-sum\n        payment or the first installment paid (A) on the first business day of\n        the calendar year immediately following the year in which the Director\n        ceases to be a Director, (B) on the first business day of a calendar\n        year which is such number of years following retirement as the Director\n        may elect, or (C) as soon as practicable following the Director's death.\n        Except in the case of the Director's death, in which event paragraph 8\n        shall govern, subsequent installments shall be paid on the first\n        business day of each succeeding installment period until the entire\n        amount credited to the Director's account shall have been paid. Absent\n        such an election, except in the case of death, the amount of Lump-Sum\n        Compensation in the Director's account shall be paid on the first\n   <\/font>     business day of the calendar year immedi<font size=\"2\">ately following the year in\n        which the Director ceases to be a Director.\n\n\n\n\n                                     - 7 -\n\n\n                (iv) Non-Elective Deferrals. Although no participation election\n        is required for Non-Elective Deferrals, each Director prior to the\n        beginning of any calendar year may file with the Secretary a written\n        election with respect to the distribution of the aggregate amount of\n        Non-Elective Deferrals credited to the Director's account for the next\n        calendar year. Any person who shall become a Director during any\n        calendar year may file with the Secretary before the Director's term\n        begins a written election with respect to the distribution of the\n        aggregate amount of Non-Elective Deferrals credited to the Director's\n        account for the remainder of such calendar year. Any such election shall\n        continue in effect for Non-Elective Deferrals credited to the Director's\n        account in succeeding calendar years, unless the Director files a new\n        written election prior to the beginning of any calendar year. A Director\n        may elect to receive such amount in one lump-sum payment or in a number\n        of approximately equal installments (provided the payout period does not\n        exceed 10 years). The Director may also elect to have the lump-sum\n        payment or the first installment paid (A) on the first business day of\n        the calendar year immediately following the year in which the Director\n        ceases to be a Director of the Corporation, (B) on the first business\n        day of a calendar year which is such number of years following\n        retirement as the Director may elect, or (C) as soon as practicable\n        following the Director's death. Except in the case of the Director's\n        death, in which event paragraph 8 shall govern, subsequent installments\n        shall be paid on the first business day of each succeeding installment\n        period until the entire amount credited to the Dir<\/font>ector's account shall\n        have been paid. Absent such an election, except in the case of death,\n        the amount of Non-Elective Deferrals credited to the Director's account\n        shall be paid on the first business day of the calendar year immediately\n        following the year in which the Director ceases to be a Director.\n\n        (b) Adjustment of Method of Distribution of Future Deferrals. Whether or\nnot a Director has filed a notice pursuant to paragraph 4(a)(iii) electing to\nchange the amount of Elective Deferrals to be credited to the Director's\naccount, a Director participating in the Plan may, prior to the beginning of any\ncalendar year, file another written notice with the Secretary electing to change\nthe method of distribution of the aggregate amount of Elective Deferrals\ncredited to the Director's account for services as a Director commencing with\nsuch calendar year. Amounts credited to the Director's account prior to the\neffective date of such change shall not be affected by such change and shall be\ndistributed only in accordance with the election in effect at the time such\namounts were credited to the Director's account.\n\n        (c) Aggregate Amounts. References to the aggregate amounts credited to\nthe Director's account include accrued amounts equivalent to interest and\ndividends.\n\n\n\n\n                                     - 8 -\n\n\n7.  CHANGE IN CONTROL\n\n        (a) Conversion of Shares. Notwithstanding anything to the contrary in\nthe Plan, shares of Common Stock and equivalent shares of Common Stock credited\nto a Director's account shall be converted to cash, as soon as practicable\nfollowing a Change in Control but in no event later than 90 days after the\nChange in Control, in an amount equal to the total number of shares or\nequivalent shares of Common Stock, and fractional interests thereof, credited to\nthe Director's account, multiplied by the Multiplication Factor. 'Multiplication\nFactor' shall mean (A) in the case of an acquisition of Common Stock described\nin paragraph 7(d)(i), the Acquisition Price per Share, (B) in the event of the\noccurrence of an Offer as defined in paragraph 7(d)(ii), the Offer Price per\nShare, (C) in the case of an event described in paragraph 7(d)(iii), the Merger\nPrice per Share, or (D) in the case of a change in the composition of the Board\nas described in paragraph 7(d)(iv), the highest Fair Market Value per Share of\nthe Common Stock for any day during (i) the ninety-day period ending on or\nwithin 89 days following the date of the Change in Control which the Committee,\nin its sole discretion, shall select prior to the Change in Control, or (ii) if\nthe Committee shall not have selected a ninety-day period pursuant to clause (i)\nof this sentence prior to the Change in Control, the ninety-day period ending on\nthe 45th day following the date of the Change in Control. 'Acquisition Price per\nShare' shall mean the greater of (A) the highest price per share stated on the\nSchedule 13D or any amendment thereto filed by the holder of 30% or more of the\nCorporation's voting power which gives rise to the Change in Control, and (B)\nthe highest Fair Market Value per Share of Common Stock during the ninety-day\nperiod ending on the date the Change in Control occurs. 'Offer Price per Share'\nshall mean the greater of (A) the highest price per share of Common Stock paid\nin any Offer, which Offer is in effect at any time during the ninety-day period\nending on the date on which the Change in Control occurs, or (B) the highest\nFair Market Value per Share of Common Stock during such ninety-day period. Any\nsecurities or property which are part or all of the consideration paid for\nshares of Common Stock in the Offer shall be valued in determining the Offer\nPrice per Share at the higher of (A) the valuation placed on such securities or\nproperty by the corporation, person or other entity making such Offer or (B) the\nvaluation placed on such securities or property by the Committee. 'Merger Price\nper Share' shall mean the greater of (A) the fixed or formula price for the\nacquisition of shares of Common Stock occurring pursuant to such event described\nin paragraph 7(d)(iii) if such fixed or formula price is determinable on the\ndate on which the Change in Control occurs, and (B) the highest Fair Market\nValue per Share of Common Stock during the ninety-day period ending on the date\non which the Change in Control occurs. Any securities or property which are part\nor all of the consideration paid for shares of Common Stock pursuant to such\nevent shall be valued in determining the Merger Price per Share at the higher of\n(A) the valuation placed on such securities or property by the corporation,\nperson or other entity which is a party with the Corporation to an event\ndescribed in paragraph 7(d)(iii), or (B) the valuation\n\n\n\n\n                                     - 9 -\n\n\nplaced on such securities or property by the Committee. For purposes of this\nparagraph (7)(a), 'Fair Market Value per Share of Common Stock' for any day\nshall be the mean between the highest and lowest sales prices of Common Stock as\nreported on the New York Stock Exchange Composite Tape for such day.\n\n        (b) Interest Equivalents. Notwithstanding anything to the contrary in\nthe Plan, in the event of a Change in Control (i) the Plan may not be amended to\nreduce the formulas contained in paragraph 5 which determine the rate at which\namounts equivalent to interest accrue with respect to cash amounts credited to a\nDirector's account, including cash amounts attributable to the conversion of\nshares or equivalent shares in a Director's account pursuant to paragraph 7(a),\nand (ii) the Plan Administrator referred to in paragraph 10(c) shall fix rates\nunder the formulas contained in paragraph 5 in lieu of the Treasurer of the\nCorporation.\n\n        (c) Payment on a Change in Control. In the event of a Change in Control,\nthe aggregate amount credited to the Director's account under the Plan shall be\npaid in one lump-sum payment as soon as practicable following the Change in\nControl but in no event more than 90 days after the Change in Control.\nNotwithstanding the foregoing, any election with respect to Pre-1997 Elective\nDeferrals in which a Director did not elect a lump-sum payment on a Change in\nControl shall remain in effect.\n\n        (d) Definition of Change in Control. For purposes of the Plan, a Change\nin Control is deemed to occur at the time (i) when any entity, person or group\n(other than the Corporation, any subsidiary or any savings, pension or other\nbenefit plan for the benefit of employees of the Corporation or its\nsubsidiaries) which theretofore beneficially owned less than 30% of the Common\nStock then outstanding acquires shares of Common Stock in a transaction or\nseries of transactions that results in such entity, person or group directly or\nindirectly owning beneficially 30% or more of the outstanding Common Stock, (ii)\nof the purchase of shares of Common Stock pursuant to a tender offer or exchange\noffer (other than an offer by the Corporation) for all, or any part of, the\nCommon Stock ('Offer'), (iii) of a merger in which the Corporation will not\nsurvive as an independent, publicly owned corporation, a consolidation, or a\nsale, exchange or other disposition of all or substantially all of the\nCorporation's assets, (iv) of a substantial change in the composition of the\nBoard during any period of two consecutive years such that individuals who at\nthe beginning of such period were members of the Board cease for any reason to\nconstitute at least a majority thereof, unless the election, or the nomination\nfor election by the stockholders of the Corporation, of each new director was\napproved by a vote of at least two-thirds of the directors then still in office\nwho were directors at the beginning of the period, or (v) of any transaction or\nother event which the Committee, in its discretion, determines to be a Change in\nControl for purposes of the Plan.\n\n\n\n\n                                     - 10 -\n\n\n8.  DISTRIBUTION ON DEATH\n\n        If a Director should die before all amounts credited to the Director's\naccount shall have been paid in accordance with the Director's prior elections,\nthe balance in such account (including all unpaid installments if installment\npayments had been elected by the Director under paragraph 6) shall be paid as\nsoon as practicable following the Director's death to the beneficiary designated\nin writing by the Director and filed with the Secretary of the Corporation. The\npayable balance shall be paid to the estate of the Director if (a) no such\ndesignation has been made or (b) the designated beneficiary shall have\npredeceased the Director and no further designation has been made. A Director\nmay change the designated beneficiary at any time during the Director's lifetime\nby filing a subsequent designation in writing with the Secretary of the\nCorporation.\n\n9.  PAYMENT IN THE EVENT OF HARDSHIP\n\n        Upon receipt of a request from a Director or a Director's designated\nbeneficiary, delivered in writing to the Secretary, the Committee may cause the\nCorporation to accelerate payment promptly of all or any part of the unpaid\nbalance credited to the Director's account (other than amounts credited as\nLump-Sum Compensation and Non-Elective Deferrals) if it finds in its sole\ndiscretion that continued deferral of such amount would result in hardship to\nthe Director or the person otherwise entitled to receive it. For this purpose,\n'hardship' means an unanticipated financial emergency that is caused by an event\nbeyond the control of the Director or other person entitled to receive payment\nand that would result in severe financial hardship to such person if\nacceleration of payment were not permitted.\n\n10.  MISCELLANEOUS\n\n        (a) The right of a Director to receive any amount credited to the\nDirector's account shall not be transferable or assignable by the Director,\nexcept by will or by the laws of descent and distribution. To the extent that\nany person acquires a right to receive any amount credited to a Director's\naccount hereunder, such right shall be no greater than that of an unsecured\ngeneral creditor of the Corporation. Except as expressly provided herein, any\nperson having an interest in any amount credited to a Director's account under\nthe Plan shall not be entitled to payment until the date the amount is due and\npayable. No person shall be entitled to anticipate any payment by assignment,\nalienation, sale, pledge, encumbrance or transfer in any form or manner prior to\nactual or constructive receipt thereof.\n\n        (b) The Corporation shall not be required to reserve or otherwise set\naside funds or shares of Common Stock for the payment of its obligations\nhereunder. With\n\n\n\n\n                                     - 11 -\n\n\nrespect to Pre-1997 Elective Deferrals, the Corporation shall make available as\nand when required a sufficient number of shares of Common Stock to meet the\nneeds of the Plan. To the extent that registration of such shares under the\nSecurities Act of 1933 shall be required prior to their resale, the Corporation\nundertakes to either file a registration statement relating to such shares or\ninclude such shares in another registration statement to be filed within a\nreasonable time.\n\n        (c) Prior to a Change in Control, the Committee shall interpret the Plan\nand make all determinations deemed necessary or desirable for the Plan's\nimplementation. The determination of the Committee shall be conclusive. The\nCommittee may obtain such advice or assistance as it deems appropriate from\npersons not serving on the Committee. The Senior Vice President responsible for\nHuman Resources or other appropriate officer of the Corporation shall, prior to\nany Change in Control, name as Plan Administrator any person or entity\n(including, without limitation, a bank or trust company). Following a Change in\nControl, the Plan Administrator shall interpret the Plan and make all\ndeterminations deemed necessary or desirable for the Plan's implementation. The\ndetermination of the Plan Administrator shall be conclusive. The Corporation\nshall provide the Plan Administrator with such records and information as are\nnecessary for the proper administration of the Plan. The Plan Administrator\nshall rely on such records and other information as the Plan Administrator shall\nin its judgment deem necessary or appropriate in determining the eligibility of\na Director and the amount payable to a Director under the Plan.\n\n        (d) The Board may at any time amend or terminate the Plan provided that\nno amendment or termination shall impair the rights of a Director with respect\nto amounts then credited to the Director's account.\n\n        (e) Each Director participating in the Plan will receive a statement at\nleast quarterly indicating the amounts credited to the Director's account as of\nthe end of the preceding calendar quarter.\n\n        (f) If adjustments are made to outstanding shares of Common Stock as a\nresult of stock dividends, split-ups, recapitalizations, mergers, consolidations\nand the like, an appropriate adjustment will also be made in the number of\nshares or equivalent shares of Common Stock credited to the Director's account.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7791],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9539,9542],"class_list":["post-38750","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38750","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38750"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38750"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38750"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38750"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}