{"id":40418,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/salary-deferral-plan-honeywell-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"salary-deferral-plan-honeywell-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/salary-deferral-plan-honeywell-international-inc.html","title":{"rendered":"Salary Deferral Plan &#8211; Honeywell International Inc."},"content":{"rendered":"<pre>                              Salary Deferral Plan\n                                       for\n      Selected Employees of Honeywell International Inc. and its Affiliates\n (Career Band 6 and Above or Employees Who Occupy Positions Equivalent Thereto)\n\n                                                            Amended and Restated\n                                                           as of January 1, 2000\n\n\n\n\n\n\n                                      -2-\n\n\n1. Eligibility\n\n         Those employees of Honeywell International Inc. (the \"Corporation\") and\nits affiliates whose positions are evaluated in Career Band 6 and above or who\noccupy positions equivalent thereto and who are designated by the Management\nDevelopment and Compensation Committee (the \"Committee\") shall be eligible to\nparticipate in this supplemental non-qualified Salary Deferral Plan for Selected\nEmployees of Honeywell International Inc. and its Affiliates (Career Band 6 and\nAbove or Employees Who Occupy Positions Equivalent Thereto) (the \"Plan\").\n\n2. Participation\n\n         An eligible employee may become a participant in the Plan (a\n\"Participant\") by filing a timely written deferral election with the\nCorporation. Such notice shall direct that a portion of the compensation\nelements described in paragraph 3(a) and paragraph 3(b) be credited to an\nunfunded deferred compensation account maintained for the Participant under the\nPlan (the \"Participant Account\" or \"Account\"). A Participant's direction shall\nbecome effective for the pay period or payment date in the next succeeding\ncalendar year (or for a newly eligible Participant, for the next succeeding pay\nperiod or payment date after the receipt of the direction by the Corporation),\nand shall continue in effect until the Participant terminates such direction,\neffective as of the end of the calendar year, or is no longer eligible to be a\nParticipant. Any modification of Participant's direction shall be effective only\nwith respect to compensation payable with respect to pay periods in the calendar\nyear next following the date such direction is received by the Corporation.\n\n3. Contributions to Participant Accounts\n\n         (a) Base Annual Salary. A Participant may, prior to the beginning of\nany calendar year (and with respect to a newly eligible Participant, within\nthirty days after first becoming so eligible) elect to defer an aggregate amount\nof base annual salary otherwise payable in such subsequent calendar year (or\nwith respect to a newly eligible Participant, in the remainder of the calendar\nyear), exclusive of any bonus or any other compensation or allowance paid or\npayable by the Corporation or its affiliates (the \"Base Annual Salary\"). The\namount deferred under this paragraph 3(a) shall not be greater than fifty\npercent (50%) of the Participant's Base Annual Salary for such pay period.\n\n         (b) Incentive Awards. A Participant may, to the extent that the\nAlliedSignal Inc. Incentive Compensation Plan For Executive Employees (the\n\"Incentive Plan\") (or any successor plan) permits deferrals of an incentive\naward (the \"Incentive Award\") payable thereunder, elect to defer an amount not\ngreater than one hundred percent of such Incentive Award. Any amount so deferred\nshall be deemed to be deferred under this Plan but shall, to the extent the\nprovisions of the Incentive Plan are not inconsistent with this Plan, otherwise\nbe subject to the terms of the Incentive Plan. Any deferral of an Incentive\nAward shall be made by filing an appropriate deferral election with the\nCorporation not later than the date established by the Corporation from time to\ntime.\n\n         (c) Deferral Amounts. All amounts determined under this paragraph 3\nwhich are the subject of a written deferral election (the \"Deferral Amounts\")\nshall, in\n\n\n\n\n\n\n                                      -3-\n\n\naccordance with the relevant Participant direction, be credited to a Participant\nAccount maintained under the Plan on the same day the Base Annual Salary or\nIncentive Award would otherwise have been payable.\n\n4. Deferral Requirements\n\n         Amounts may be deferred under this Plan for a minimum period of three\nyears or such shorter period as may be approved by the Committee. Except as\notherwise provided in paragraphs 9 or 10 or as approved by Committee, no amount\nshall be withdrawn from a Participant Account prior to the earlier of: three\nyears following the last day of the calendar year in which the amount is\ncredited to the Participant Account; the date the Participant reaches normal\nretirement age and is eligible to receive a benefit under a pension plan of the\nCorporation or one of its affiliates; the date of Participant's death; or the\ndate the Participant ceases to be employed by the Corporation or any of its\naffiliates.\n\n5. Interest Equivalents\n\n         Deferral Amounts shall accrue additional amounts equivalent to interest\n(\"Interest Equivalents\"), compounded daily, from the date the Deferral Amount is\ncredited to the Account to the date of distribution. A single rate for\ncalculating Interest Equivalents shall be established by the Committee, in its\nsole discretion, for all Deferral Amounts credited to Participant Accounts in\neach calendar year. The rate established by the Committee shall not exceed the\ngreater of (i) 10% or (ii) 200% of the 10-year U.S. Treasury Bond rate at the\ntime of determination. Such Interest Equivalents, once established for a\ncalendar year, shall remain in effect with respect to Deferral Amounts credited\nto Participant Accounts during the calendar year until the Deferral Amounts are\ndistributed.\n\n         The rate of notional interest established by the Committee shall be set\nforth on Schedule A attached hereto and made a part hereof. Any portion of such\nrate designated as \"Vested Rate\" on such Schedule A shall be nonforfeitable at\nall times. Any portion of such rate designated as \"Contingent Rate\" shall become\nnonforfeitable only if the Employee is still employed by the Company at the end\nof the third full calendar year following the calendar year in which the Award\nrelates, provided, however, in the event a Participant terminates employment\nwith the Corporation or an affiliate prior to such date for reasons other than\ngross cause, the Committee shall treat such portion as nonforfeitable in the\nevent the Participant's employment with the Company is involuntarily terminated\n(including a termination for \"good reason\" under any applicable severance plan\nof the Company) or is terminated for such reasons as the Committee may determine\nfrom time to time in its sole discretion. The rate established by the Committee\nand set forth on Schedule A shall remain in effect until superceded by action of\nthe Committee and amendment of such Schedule A.\n\n\n\n\n\n\n\n                                      -4-\n\n\n6. Participant Accounts\n\n         All amounts credited to a Participant's Account pursuant to paragraphs\n3 and 4 shall be unfunded general obligations of the Corporation, and no\nParticipant shall have any claim to or security interest in any asset of the\nCorporation on account thereof.\n\n7. Distribution from Accounts\n\n         At the time a Participant makes an election pursuant to paragraph 3,\nthe Participant shall also make an election with respect to the distribution of\nthe Deferral Amounts and Interest Equivalents accrued thereon which are credited\nto the Participant's Account pursuant to such election. A Participant may elect\nto receive such distribution in one lump-sum payment or in a number of\napproximately equal annual payments (provided the payment period may not include\nmore than fifteen such installments). The lump-sum or the first installment\nshall be paid as soon as practicable during the month of January of the calendar\nyear designated by the Participant. Except as otherwise provided in paragraphs\n8, 9 and 10, all installment payments following the initial installment payment\nshall be paid in cash as soon as practicable during the month of January of each\nsucceeding calendar year until the entire amount in the Account shall have been\npaid. Notwithstanding the foregoing, in the event an Employee's employment with\nthe Company is terminated either voluntarily (other than on account of\nretirement as defined in the qualified pension plan in which the Participant\nparticipates or for \"good reason\" under any applicable severance plan of the\nCompany) or for \"gross cause\" (as defined in the AlliedSignal Inc. Severance\nPlan for Senior Executives), the nonforfeitable portion of such Employee's\nDeferred Awards for performance years beginning after 1997 (including the vested\nportion of any applicable notional interest credited thereto) shall be\ndistributed in a lump sum as soon as practicable in January of the calendar year\nfollowing such termination of employment.\n\n         Notwithstanding any provision of this Plan to the contrary, a\nParticipant shall be given a one-time opportunity prior to January 1, 2001 to\nmake a new election with respect to the distribution of all Deferral Amounts and\nInterest Equivalents accrued thereon which are credited to such Participant\nunder the Plan (other than any such amounts otherwise payable, or part of a\nseries of payments payable, in January 2001), including a new election with\nrespect to any payments to be made in connection with a Change in Control as\ndescribed in paragraph 10, provided, however, that any such election shall only\nbe authorized by the Corporation if it results in a further deferral of the\ndistribution of the Participant's Deferral Amounts and Interest Equivalents from\nthat previously elected. Such election shall be effective upon a \"Merger\" of the\nCorporation and General Electric Company (as defined in the Agreement and Plan\nof Merger between Honeywell International Inc. and General Electric Company\ndated October 22, 2000) and acceptance of such election by the Corporation. Any\nsuch election shall be subject to such restrictions and limitations as the\nCorporation shall determine in its sole discretion.\n\n\n\n\n\n\n\n                                      -5-\n\n\n8. Distribution on Death\n\n         If a Participant should die before all amounts credited to the\nParticipant's Account have been distributed, the balance in the Account shall be\npaid as soon as practical thereafter to the beneficiary designated in writing by\nthe Participant. Payments to a beneficiary pursuant to a designation by a\nParticipant shall be in such form as the Participant shall elect, including\nperiodic payments as described in paragraph 7, but in the absence of any such\nelection, the payment shall be made in one lump sum to the designated\nbeneficiary as soon as practicable following the death of the Participant. Such\nbeneficiary designations shall be effective when received by the Corporation,\nand shall remain in effect until rescinded or modified by the Participant by an\nappropriate written direction. If no beneficiary is properly designed by the\nParticipant or if the designated beneficiary shall have predeceased the\nParticipant, such balance in the Account shall be paid to the estate of the\nParticipant.\n\n9. Payment in the Event of Hardship\n\n         Upon receipt of a request from a Participant or a Participant's\ndesignated beneficiary, delivered in writing to the Corporation along with a\nCertificate of Unavailability of Other Resources form, the Committee, the Senior\nVice President - Human Resources and Communications, or his designee, may cause\nthe Corporation to accelerate (or require the subsidiary of the Corporation\nwhich employs or employed the Participant to accelerate) payment of all or any\npart of the Deferral Amount and Interest Equivalents credited to the\nParticipant's Account, if it finds in its sole discretion that payment of such\namounts in accordance with the Participant's prior election under paragraph 3\nwould result in severe financial hardship to the Participant or beneficiary and\nsuch hardship is the result of an unforeseeable emergency caused by\ncircumstances beyond the control of the Participant or the Participant's\nbeneficiary. Acceleration of payment may not be made under this paragraph 9 to\nthe extent that such hardship is or may be relieved (i) through reimbursement or\ncompensation by insurance or otherwise, (ii) by liquidation of the Participant's\nassets, to the extent the liquidation of assets would not itself cause severe\nfinancial hardship or (iii) by cessation of deferrals under this Plan or any\ntax-qualified savings plan of the Corporation.\n\n10. Change in Control\n\n         (a) Initial Lump Sum Election. Notwithstanding any election made\npursuant to paragraph 7, a Participant may file a written election with the\nCorporation to have the Deferral Amounts and Interest Equivalents accrued\nthereon which are credited thereafter to the Participant's Account paid in one\nlump-sum payment as soon as practicable following a Change in Control, but in no\nevent later than 90 days after such Change in Control. The Interest Equivalents\non any Deferred Amount payable pursuant to this paragraph 10(a) shall include\nthe \"Contingent Rate\" credited to such Deferred Amount without regard to whether\nsuch amount has become nonforfeitable as provided in paragraph 5 at the time\npayment is made under this paragraph 10(a).\n\n         (b) Revocation of Lump-Sum Election. A Participant may revoke an\nelection made pursuant to paragraph 10(a) by filing an appropriate written\nnotice with the Corporation. A revocation notice filed pursuant to this\nparagraph 10(b) shall be subject\n\n\n\n\n\n\n                                      -6-\n\n\nto such terms and conditions as the Corporation shall establish and shall be\neffective with respect to any or all of the Participant's Deferral Amounts and\nInterest Equivalents accrued thereon which are credited to such Participant\nunder the Plan. Any revocation notice made before January 1, 2001 shall be\neffective upon a \"Merger\" of the Corporation and General Electric Company (as\ndefined in the Agreement and Plan of Merger between Honeywell International Inc.\nand General Electric Company dated October 22, 2000) and acceptance of such\nelection by the Corporation. Any such election shall be subject to such\nrestrictions and limitations as the Corporation shall determine in its sole\ndiscretion.\n\n         (c) Limitation on Elections. Any election made pursuant to paragraph\n10(a) or 10(b) shall not be effective unless filed with the Corporation at least\n90 days prior to a Change in Control.\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 an entity, person or group\n(other than the Corporation, any subsidiary or savings, pension or other benefit\nplan for the benefit of employees of the Corporation or its subsidiaries) which\ntheretofore beneficially owned less than 30% of the Corporation's common stock\n(the \"Common Stock\") then outstanding, acquires shares of Common Stock in a\ntransaction or a series of transactions that results in such entity, person or\ngroup directly or indirectly owning beneficially 30% or more of the outstanding\nCommon Stock, (ii) of the purchase of Common Stock pursuant to a tender offer or\nexchange offer (other than an offer by the Corporation) for all, or any part of,\nthe Common Stock (iii) of a merger in which the Corporation will not survive as\nan independent, publicly owned corporation, a consolidation, a sale, exchange or\nother disposition of all or substantially all of the Corporation's assets, (iv)\nof a substantial change in the composition of the Board during any period of two\nconsecutive years such that individuals who at the beginning of such period were\nmembers of the Board cease for any reason to constitute at least a majority\nthereof, unless the election, or the nomination for election by the shareowners\nof the Corporation, of each new director was approved by a vote of at least\ntwo-thirds of the directors then still in office who were directors at the\nbeginning of the period, or (v) of any transaction or other event which the\nCommittee, in its sole discretion, determines to be a Change in Control for\npurposes of the Plan.\n\n11. Miscellaneous\n\n         (a) No Alienation of Benefits. Except insofar as may otherwise be\nrequired by law, no amount payable at any time under the Plan shall be subject\nin any manner to alienation by anticipation, sale, transfer, assignment,\nbankruptcy, pledge, attachment, charge, or encumbrance of any kind nor in any\nmanner be subject to the debts or liabilities of any person and any attempt to\nso alienate or subject any such amount, whether presently or thereafter payable,\nshall be void. If any person shall attempt to, or shall alienate, sell,\ntransfer, assign, pledge, attach, charge, or otherwise encumber any amount\npayable under the Plan, or any part thereof, or if by reason of such person's\nbankruptcy or other event happening at any such time such amount would be made\nsubject to the person's debts or liabilities or would otherwise not be enjoyed\nby that person, then the Corporation, if it so elects, may direct that such\namount be withheld and that same or any part thereof be paid or applied to or\nfor the benefit of such person,\n\n\n\n\n\n\n                                      -7-\n\n\nthe person's spouse, children or other dependents, or any of them, in such\nmanner and proportion as the Corporation may deem proper.\n\n         (b) No Right or Interest in Corporation's Assets. Neither the\nCorporation nor any of its Affiliates shall be required to reserve or otherwise\nset aside funds for the payment of obligations arising under this Plan. The\nCorporation may, in its sole discretion, establish funds, segregate assets or\ntake such other action as it shall determine necessary or appropriate to secure\nthe payment of its obligations arising under this Plan. This Plan is intended to\nbe unfunded for tax purposes and for purposes of Title I of the Employee\nRetirement Income Security Act of 1974, as amended. Nothing contained herein,\nand no action taken pursuant to the provisions of this Plan shall create or be\nconstrued to create a trust of any kind, or a fiduciary relationship between the\nCorporation and any Participant or any other person. To the extent that any\nperson acquires a right to receive payments under this Plan, such right shall be\nno greater than the right of an unsecured creditor of the Corporation.\n\n         (c) Administration. The Corporation shall have sole discretion and\nauthority to administer the Plan, including the authority to interpret its\nterms, promulgate regulations thereunder, determine eligibility to participate\nin the Plan and make any finding of fact which may be necessary to determine the\nobligation of the Plan with respect to the payment of benefits.\n\n         (d) Amendment. The Corporation may amend, modify or terminate the Plan\nat any time, or from time to time; provided, however, that no change to the Plan\nshall impair the right of any Participant with respect to amounts then credited\nto an Account.\n\n         (e) Accounting. Each Participant shall receive periodic statements (not\nless frequently than annually) setting forth the cumulative Deferral Amounts and\nInterest Equivalents credited to, and any distributions from, the Participant's\nAccount.\n\n         (f) Facility of Payments. If the Corporation shall find that any person\nto whom any amount is payable under the plan is unable to care for his or her\naffairs because of illness or accident, or is a minor, or has died, then any\npayment due the person or the person's estate (unless a prior claim therefore\nhas been made by a duly appointed legal representative), may, if the Corporation\nso elects in its sole discretion, be paid to the person's spouse, a child, a\nrelative, an institution having custody of such person, or any other person\ndeemed by the Corporation to be a proper recipient on behalf of such person\notherwise entitled to payment. Any such payment shall be a complete discharge of\nthe liability of the Corporation and the Plan therefore.\n\n         (g) Governing Law. The Plan is intended to constitute an unfunded\ndeferred compensation arrangement for a select group of management or highly\ncompensated personnel and all rights thereunder shall be governed by and\nconstrued in accordance with the laws of New York.\n\n\n\n\n\n\n\n                                      -8-\n\n\n\n\n                                   SCHEDULE A\n                             Notional Interest Rate\n\n\n<\/pre>\n<table>\n<caption>\n<p>Award Year                     Vested Rate          Contingent Rate         Total Rate<br \/>\n&#8212;&#8212;&#8212;-                     &#8212;&#8212;&#8212;&#8211;          &#8212;&#8212;&#8212;&#8212;&#8212;         &#8212;&#8212;&#8212;-<\/p>\n<p><s>                           <c>                    <c>                    <c><br \/>\n1975-1992                    Treasury bills +             N\/A              Treasury bills +<br \/>\n                                    3%*                                          3%*<\/p>\n<p>1993-1997                          10%                    N\/A                   10%<\/p>\n<p>1998+                               8%                     3%                   11%<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>*\/Three-month Treasury bill average rate for the immediately preceding calendar<br \/>\nquarter as reported by the Federal Reserve Bank; rate changes each calendar<br \/>\nquarter.<\/p>\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-40418","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\/40418","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=40418"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40418"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40418"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40418"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}