Exhibit 10.13
HONEYWELL
SUPPLEMENTAL DEFINED BENEFIT RETIREMENT PLAN
(Amended and
Restated Effective January 1, 2009)
SECTION 1
INTRODUCTION
1.1. Preambles. Honeywell International Inc. ("Honeywell"), a
Delaware corporation, maintains a tax qualified defined benefit
plan known as the Honeywell Retirement Earnings Plan (the
"Retirement Earnings Plan"), a successor to the Honeywell
Retirement Benefit Plan. Benefits in the Retirement Earnings Plan
are restricted by sections 415 and 401(a)(17) of the Internal
Revenue Code, as amended (the "Code"), and by the non-recognition
of certain types of compensation.
Section 3(36) and section 4(b)(5) of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA") recognize and
authorize the establishment of an unfunded, nonqualified plan of
deferred compensation maintained by an employer solely for the
purpose of providing benefits for employees in excess of the
limitations on benefits imposed under section 415 of the Code.
Sections 201, 301 and 401 of ERISA also recognize the creation of
an unfunded, nonqualified plan maintained by an employer primarily
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees.
On April 20, 1976, Honeywell Inc. ("Honeywell Inc.") established
the Honeywell Supplementary Retirement Plan for the Purpose of
providing the full benefits promised to employees under the
Honeywell Retirement Benefit Plan without regard to the limitation
on benefits imposed by section 415 of the Code. On July 1, 1989,
Honeywell Inc. established the Honeywell Supplementary Executive
Retirement Plan For Compensation In Excess Of $200,000 for the
purpose of providing the full benefits promised to employees under
the Honeywell Retirement Benefit Plan without regard to the
limitation on compensation imposed by section 401(a)(17) of the
Code. On January 1, 1985, Honeywell Inc. established the Honeywell
Supplementary Retirement Plan For CECP Participants for the purpose
of providing the full benefits promised to employees under the
Honeywell Retirement Benefit Plan without regard to the exclusion
from earnings of deferred incentive awards paid under the Honeywell
Corporate Executive Compensation Plan (collectively, "the
SERPs").
Each of the SERPs was amended and restated effective September
20, 1994. The SERPs were amended, completely restated and
consolidated into one plan and completely superseded each Prior
Plan Statement effective for persons retiring on or after January
1, 1998. The consolidated plan was designated as the
Honeywell Supplemental Defined Benefit
Retirement Plan (the "Plan"). Honeywell Inc. became a wholly owned
subsidiary of Honeywell International Inc. on December 2, 1999 and
the Plan was subsequently amended and restated December 30, 2000.
The Plan is intended to be, in part, an unfunded excess benefit
plan within the meaning of section 3(36) ERISA and, in part, an
unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees as provided in sections 201(2), 301(3) and
401(a)(1) of ERISA.
The Plan as amended and restated effective January 1, 2009
applies to a Participant who (i) has any portion of a benefit that
accrues on or after January 1, 2005, (ii) has any portion of a
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 Base 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 benefit accrued and vested before January 1,
2005 (“Grandfathered Benefit”).
1.2. Definitions. When used herein with initial capital letters,
the following words have the following meanings:
1.2.1 Base Plan - the portion of
the tax-qualified Honeywell Retirement Earnings Plan providing
pension benefits to employees under the Honeywell Retirement
Benefit Plan formula and provisions as set forth in the applicable
Supplement to the Honeywell Retirement Earnings Plan as the same
exists and is amended from time to time.
1.2.2. Committee - the Management
Development and Compensation Committee of the Board of Directors of
Honeywell International Inc. If no such committee exists at any
relevant time, the duties allocated to such committee under this
Plan shall be discharged by the Board of Directors of Honeywell or
a person or committee to whom such duties may be delegated by the
Board of Directors.
1.2.3. Earliest Retirement Date
–the earliest date as of which the participant would be
eligible to commence the receipt of his Base Plan benefit, whether
or not he elects to commence receipt of such Base Plan benefit as
of such date.
1.2.4. Effective Date - April 5,
2004.
1.2.5. Employer - Honeywell
International Inc. and any business entity that, with the approval
of Honeywell adopts the Plan.
1.2.6. Participant - an employee
of the Employer who becomes a Participant in the Plan in accordance
with the provisions of Section 2 (or any comparable provision of
the Prior Plan Statements).
1.2.7. Plan
- this excess benefit and nonqualified deferred compensation plan
of the Employer established for the benefit of employees eligible
to participate therein, as first set forth in the Prior Plan
Statements and as amended and restated in this Plan Statement. (As
used herein, "Plan" refers to the legal entity established by the
Employer and not to the documents pursuant to which the Plan is
maintained. Those documents are referred to herein as the "Prior
Plan Statement" and the "Plan Statement.") The Plan shall be
referred to as the Honeywell Supplemental Defined Benefit
Retirement Plan.
1.2.8. Plan Statement - this
document entitled "Honeywell Supplemental Defined Benefit
Retirement Plan (Amended and Restated Effective January 1, 2009),"
as adopted by Honeywell effective as of January 1, 2009, as the
same may be amended from time to time thereafter.
1.2.9. Plan Year - the twelve-(12)
month period ending on December 31.
1.2.10. Prior Plan Statements -
the series of documents pursuant to which components of this Plan
were established and operated thereafter until April 5, 2004.
1.2.11. Separation from Service
Date – 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).
1.2.12. Specified Employee
–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.
1.2.13. Supplemental Savings Plan
- the Supplemental Non-Qualified Savings Plans for Highly
Compensated Employees of Honeywell International Inc. and its
Subsidiaries.
1.3. Rules of Interpretation. Whenever appropriate, words used
herein in the singular may be read in the plural, or words used
herein in the plural may be read in the singular; the masculine may
include the feminine; and the words "hereof," "herein" or
"hereunder" or other similar compounds of the word "here" shall
mean and refer to the
entire Plan Statement and not to any
particular paragraph or Section of this Plan Statement unless the
context clearly indicates to the contrary. The titles given to the
various Sections of this Plan Statement are inserted for
convenience of reference only and are not part of this Plan
Statement, and they shall not be considered in determining the
purpose, meaning or intent of any provision hereof. Any reference
in this Plan Statement to a statute or regulation shall be
considered also to mean and refer to any subsequent amendment or
replacement of that statute or regulation. This instrument has been
executed and delivered in the State of New Jersey and has been
drawn in conformity to the laws of that State and shall, except to
the extent that federal law is controlling and except for its law
respecting choice of law, be construed and enforced in accordance
with the laws of the State of New Jersey.
SECTION 2
ELIGIBILITY AND PARTICIPATION
2.1. Participation. An employee is eligible to participate in
and receive benefits under this Plan if the employee satisfies the
requirements of either Section 2.1.1 or Section 2.1.2:
2.1.1. General Participation
Requirements. The employee (a) (i) is eligible to commence a normal
or early retirement benefit under the Base Plan when employment
terminates, (ii) dies while still actively employed by Honeywell
with a vested benefit in the Base Plan, (iii) has been granted a
vested benefit in this Plan, or (iv) has been specifically selected
by the Committee to participate in this Plan; and (b) has a benefit
in the Base Plan that is reduced on account of (i) the benefit
limitation under section 415 of the Code or (ii) the compensation
limitation under section 401(a)(17) of the Code, or (iii) the
provision in the Base Plan excluding from earnings (A) any deferred
incentive awards paid under the Honeywell Corporate Executive
Compensation Plan, the AlliedSignal Inc. Incentive Compensation
Plan for Executive Employees, or the Salary and Incentive Award
Deferral Plan for Selected Employees of Honeywell International
Inc. and its Affiliates (or any successor plans), or (B) any
deferrals by the employee under the Supplemental Savings Plan.
2.1.2. Minimum Benefit
Participation Requirements. The employee fails to satisfy the
general participation requirements of Section 2.1.1 and has a
benefit in the Base Plan that, after excluding from earnings any
deferred incentive awards paid under the Honeywell Corporate
Executive Compensation Plan, the AlliedSignal Inc. Incentive
Compensation Plan for Executive Employees, or the Salary and
Incentive Award Deferral Plan for Selected Employees of Honeywell
International Inc. and its Affiliates (or any successor plans) and
application of the benefit limitation under section 415 of the Code
and the compensation limitation of section 401(a)(17) of the Code,
is reduced solely on account of the exclusion under the Base Plan
of any deferrals by the employee under the Supplemental Savings
Plan.
2.2. Exclusions. The following employees
shall be excluded from participation in the Plan:
2.2.1 Non-Members of a Select
Group of Management or Highly Compensated Employees.
Notwithstanding anything to the contrary in this Plan or in any
written communication, summary, resolution or document or oral
communication, unless an individual is a member of a select group
of management or highly compensated employees (as that expression
is used in ERISA), the individual shall not be a Participant in
this Plan, develop benefits under this Plan or be entitled to
receive benefits under this Plan (either for the Participant or the
Participant's survivors) except to the extent that the individual's
benefits in Base Plan are reduced on account of Code section 415
limits. If a court of competent jurisdiction, any representative of
the U.S. Department of Labor or any other governmental, regulatory
or similar body makes any direct or indirect, formal or informal,
determination that an individual is not a member of a select group
of management or highly compensated employees (as that expression
is used in ERISA), such individual shall not be (and shall not have
ever been) a Participant in this Plan at any time except to the
extent that the individual's benefits in Base Plan are reduced on
account of Code section 415 limits. If any person not so defined
has been erroneously treated as a Participant in this Plan, upon
discovery of such error such person's erroneous participation shall
immediately terminate ab initio and upon demand such person shall
be obligated to reimburse Honeywell for all amounts erroneously
paid to him or her.
2.2.2 Participants in the
Honeywell International Inc. Supplemental Pension Plan or Honeywell
International Inc. Supplemental Executive Retirement Plan for
Executives in Career Band 6 and Above. An employee entitled to a
supplemental benefit under the Honeywell International Inc.
Supplemental Pension Plan or the Honeywell International Inc.
Supplemental Executive Retirement Plan for Executives in Career
Band 6 and Above shall not be a Participant in this Plan and shall
not be entitled to any benefit under this Plan.
2.3. Duration. Any employee who has become a Participant in this
Plan shall continue as a Participant until all benefits due under
this Plan have been paid (or forfeited) without regard to whether
he or she continues as a participant in the Base Plan.
SECTION 3
BENEFITS
3.1. Participant Benefits.
3.1.1 Basic Benefit. Commencing as
of the payment date required under Section 4 below, a Participant
satisfying the participation requirements of Section 2.1.1 shall
receive a benefit in this Plan which shall be the excess, if any,
of:
(a) the
amount that would be payable under the formula and rules of the
Base Plan (as the Base Plan exists on the date as of which such
amount is determined) if determined:
(i)
without regard to the benefit limitation under section 415 of the
of the Code, and
(ii)
without regard to the compensation limitation under section
401(a)(17) of the Code, and
(iii)
without regard to the exclusion from the definition of Earnings
under the Base Plan of deferred incentive payments under Honeywell
Corporate Executive Compensation Plan, the AlliedSignal Inc.
Incentive Compensation Plan For Executive Employees, or the Salary
and Incentive Award Deferral Plan for Selected Employees of
Honeywell International Inc. and its Affiliates (or any successor
plans) or employee deferrals under the Supplemental Savings Plan,
over
(b) the amount actually paid or
payable from the Base Plan.
3.1.2 Minimum Benefit. A
Participant who only satisfies the participation requirements of
Section 2.1.2 shall receive a benefit in this Plan commencing as of
the payment date required under Section 4 below which shall be the
excess, if any, of:
(a) the amount that would be
payable under the formula and rules of the Base Plan (as the Base
Plan exists on the date as of which such amount is determined,
including, without limitation, the provisions excluding from
earnings any deferred incentive awards paid under the Honeywell
Corporate Executive Compensation Plan, the AlliedSignal Inc.
Incentive Compensation Plan for Executive Employees, the Salary and
Incentive Award Deferral Plan for Selected Employees of Honeywell
International Inc. and its Affiliates (or any successor plans), and
the application of the benefit limitation under section 415 of the
Code and the compensation limitation of section 401(a)(17) of the
Code) if determined without regard to the exclusion from the
definition of Earnings under the Base Plan of any deferrals by the
Participant under the Supplemental Savings Plan, over
(b) the amount actually paid or
payable from the Base Plan.
3.1.3 Limitation on Benefits. A
Participant's benefit in this Plan may be limited in the manner and
to the extent to which the Participant has agreed in writing. A
Participant satisfying the eligibility requirements of the
Honeywell International Inc. Supplemental Pension Plan or the
Honeywell International Inc. Supplemental Executive Retirement Plan
for Executives in Career Band 6 and Above shall not be eligible for
any benefits under this Plan.
3.2. Survivor Benefit
3.2.1.
Death Before Benefits Commence. If a Participant dies before the
commencement of benefit payments from this Plan, satisfies the
eligibility requirements of Section 2.1.1 or 2.1.2 on the date of
death, and is eligible for a pre-retirement survivor benefit in the
Base Plan, a benefit shall
