Exhibit 10.12
HONEYWELL
INTERNATIONAL INC. SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN FOR EXECUTIVES IN
CAREER BAND 6 AND ABOVE
(Amended and Restated Effective January 1, 2009)
ARTICLE I
PURPOSE
The purpose of the Honeywell
International Inc. Supplemental Executive Retirement Plan for
Executives in Career Band 6 and Above is to provide certain
Executives and their Beneficiaries with monthly retirement income
benefits under all defined benefit deferred compensation plans
maintained by the Company that are at least equal to the benefits
that would have been payable had such Executives been covered by
the Retirement Program and the Supplemental Pension Plan (as
defined herein) throughout their Credited Service (as defined
herein) with the Company.
To the extent required to
determine benefits under this Plan, the terms and provisions of the
Pension Plans and the Supplemental Pension Plan shall be deemed to
be incorporated by reference.
The Plan as amended and restated
effective January 1, 2009 applies to a participant who (i) has any
portion of a Supplemental Benefit that accrues on or after January
1, 2005, (ii) has any portion of a Supplemental Benefit that
accrued prior to January 1, 2005 but was vested on or after
December 31, 2004, or (iii) has an increase in the value of any
subsidy with respect to Grandfathered Benefits payable upon
retirement before the Pension Plan’s normal retirement date
that accrues or increases as a result of service after December 31,
2004. The Plan preceding this amendment and restatement applies to
a participant not described in clause (iii) of the preceding
sentence whose entire Supplemental Benefit accrued and vested
before January 1, 2005 (“Grandfathered Benefit”).
ARTICLE II
DEFINITIONS
2.1 "Beneficiary" or "Beneficiaries" means the person or persons
designated as a Participant's joint or contingent annuitant and/or
beneficiary, if any, under the applicable Pension Plan(s).
2.2 "Board" means the Board of Directors of Honeywell
International Inc.
2.3 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.4 "Committee" means the Management
Development and Compensation Committee of the Company's Board of
Directors.
2.5 "Common Stock" means the common stock of Honeywell
International Inc. or such other stock for which such common stock
may be exchanged as a result of a split-up, recapitalization,
reclassification or other corporate restructuring.
2.6 "Company" means Honeywell International Inc. and its
subsidiaries and successors.
2.7 "Credited Service" means years of service with the Company
for which credit would be given under the terms of Pension Plans
for benefit accrual purposes.
2.8 “Earliest Retirement Date” means the earliest
date as of which the participant would be eligible to commence the
receipt of his Retirement Program benefit, whether or not he elects
to commence receipt of such Pension Plan benefit as of such
date.
2.9 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
2.10 "Executive" means an individual employed by the Company in
Career Band 6 or above as of the individual's termination of
employment or retirement date, as applicable.
2.11 "Participant" means an individual eligible for benefits
under this Plan in accordance with Article III.
2.12 "Plan" means the Honeywell International Inc. Supplemental
Executive Retirement Plan for Executives in Career Band 6 and
Above.
2.13 "Pension Plan" means any defined benefit plan (within the
meaning of Code Section 414(j)), other than the Pittway Retirement
Plan or such other defined benefit plan that may be designated by
the Committee from time to time, that is subject to the provisions
of Code Section 401(a) and that covers salaried employees of the
Company, including, without limitation, the Retirement Program.
2.14 “Retirement Program" means the portion of the
Honeywell International Inc. Retirement Earnings Plan applicable to
participants in Allied Signal Inc. Retirement Program (Provisions
Relating to Allied Salaried Employees), as the same may be amended
or referred to from time to time, and any successor provisions of
such plan.
2.15 “Separation from Service Date” means the date
on which the Participant’s separation from service with
Honeywell and its subsidiaries and affiliates occurs within the
meaning of Section 409A of the Code. A Participant’s
Separation from Service Date occurs when the facts and
circumstances indicate that Honeywell and the Participant
reasonably anticipate that no further services will be performed
after a certain date or that the level of services the Participant
will perform after such date will permanently decrease to no more
than 20% of the average level
of services performed over the immediately
preceding 36-month period (or, if shorter, the entire period of the
Participant’s employment by Honeywell and its subsidiaries
and affiliates).
2.16 “Specified Employee” means any Participant who,
at any time during the twelve (12) month period ending on the
identification date (as determined by the Vice President,
Compensation and Benefits or his delegate), is a specified employee
under Section 409A of the Code, as determined by the Vice
President, Compensation and Benefits or his delegate, which
determination of “specified employees” and
identification date shall be made by the Vice President,
Compensation and Benefits or his delegate in accordance with the
provisions of Sections 416(i) and 409A of the Code and the
regulations issued thereunder.
2.17 "Supplemental Benefit" means the benefit described in
Section 4.1 of the Plan.
2.18 "Supplemental Pension Plan" means the Honeywell
International Inc. Supplemental Pension Plan, as the same may be
amended from time to time, and any successor plan.
ARTICLE III
PARTICIPATION
3.1 Eligibility - In General. Participation in the Plan shall be
limited to those Executives who have earned Credited Service under
a Pension Plan other than the Retirement Program. Notwithstanding
the previous sentence, no Executive who has entered into any
individual agreement or arrangement with the Company concerning
retirement benefits shall be entitled to any benefit under Article
IV except to the extent otherwise expressly provided in such
agreement or arrangement.
3.2 Status at Termination/Retirement Date. No benefits shall be
payable under the Plan if on the date of such individual's
termination of employment or retirement date, as applicable, the
Executive (a) is not employed by the Company in a Career Band 6 or
above position, (b) is entitled to any severance benefits payable
under the Honeywell Key Employee Severance Plan or under any other
contract, agreement or arrangement between the Executive and
Honeywell Inc. (or its successors or affiliates) that are
attributable to any "change in control" of Honeywell Inc. in 1999
as defined in such Plan or other contracts, agreements or
arrangements, or (c) is a participant in the Retirement Earnings
Plan portion of the Honeywell Retirement Earnings Plan.
ARTICLE IV
BENEFITS
4.1 Amount of Benefit. Subject to the terms of this Article IV,
a Participant shall receive a monthly Supplemental Benefit. The
monthly Supplemental Benefit shall be determined by comparing (a)
the sum of the monthly retirement benefits (normal or early)
actually payable to the Participant under the Pension Plan(s) and
the Supplemental Pension Plan (as applied to the applicable Pension
Plan(s)) in accordance with the form of payment applicable to the
Participant, and (b) the sum of the monthly retirement benefits
(normal or early) that would be payable to the
Participant under the Retirement Program
and the Supplemental Pension Plan (as applied to the Retirement
Program) if all of the Participant's Credited Service had been
earned solely under the Retirement Program in accordance with the
form of payment applicable to the Participant. The monthly
Supplemental Benefit shall equal the amount, if any, by which (b)
exceeds (a) for the applicable monthly period.
4.2 Payment and Form of Benefit. The following rules shall be
used in determining the time and form of payment for a
Participant’s Supplemental Benefit:
(a) Except as otherwise provided
in this Section 4.2, the Actuarial Equivalent value of a
Participant’s Supplemental Benefit shall be paid in a single
lump sum payment as of the first day of the month following 105
days after the later of the Participant’s Separation from
Service Date or Earliest Retirement Date.
(b) A Participant who was
provided a payment election for his Supplemental Benefit prior to
January 1, 2009 other than a Participant described in clause (c)
and who elected an annuity as his payment form shall, prior to his
benefit commencement date, be entitled to elect from among the
Actuarially Equivalent annuity forms of payment available to the
Participant under the Retirement Program other than annuity forms
with a level income option. Such payments will begin as of the
first day of the month following 105 days after the later of the
Participant’s Separation from Service Date or Earliest
Retirement Date. If a Participant fails to elect an annuity payment
form by the required date, his Supplemental Benefit shall be paid
in a single life annuity if he is unmarried on his benefit
commencement date or in a joint and 50% survivor annuity, with his
opposite sex spouse on his benefit commencement date as his
contingent annuitant, if he is married on his benefit commencement
date.
(c) A Participant who is listed
on Schedule A of the Plan shall have his Supplemental Benefit paid
or begin to be paid as of the date indicated on Schedule A in the
payment form elected by such Participant; provided that a
Participant who elected an annuity as his payment form shall, prior
to his benefit commencement date, be entitled to elect from among
the Actuarially Equivalent annuity forms of payment available to
the Participant under the Retirement Program other than annuity
forms with a level income option. If a Participant fails to elect
an annuity payment form, his Supplemental Benefit shall be paid in
a single life annuity if he is unmarried on his benefit
commencement date or in a joint and 50% survivor annuity, with his
opposite sex spouse on his benefit commencement date as his
contingent annuitant, if he is married on his benefit commencement
date.
(d) A Participant who is entitled
to a Supplemental Benefit and whose Separation from Service Date
and Earliest Retirement Date both occurred before July 1, 2009
(other than a Participant described in clause (c)) shall receive
his Supplemental Benefit as of July 1, 2009, with the form of
payment determined in accordance with clause (1) or (2) as
applicable.
(e) A Participant’s
