Exhibit
10.10
Honeywell
International Inc.
Supplemental Pension Plan
(Amended and Restated Effective January 1, 2009)
Article I -
Purpose
Effective
November 20, 1975, Allied Corporation adopted the Allied
Corporation Supplemental Retirement Plan for Executives and Key
Employees. Such plan was amended and restated effective January 1,
2000 as the Honeywell International Inc. Supplemental Pension Plan
(the "Plan"). Such plan is further amended and restated effective
January 1, 2009 to comply with Section 409A of the Code.
The purpose of
the Plan is to provide participants and their joint annuitants and
beneficiaries under the Pension Plan with the amount of retirement
income that is not provided under the Pension Plan because the
participant deferred compensation under one or more nonqualified
deferred compensation plans of Honeywell International Inc.,
including the Incentive Plan and the Supplemental Savings Plans or,
by reason of the limits imposed by Section 415 and 401(a)(17) of
the Code. The Plan is also intended to cover any contractual
obligation Honeywell has to pay pension benefits that cannot be
provided under the provisions of the Pension Plan.
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”).
Except to the
extent otherwise indicated, and to the extent otherwise
inappropriate, the Pension Plan and the provisions thereof are
hereby incorporated by reference.
Article II -
Definitions
2.1 Accrued
Pension Benefit - means the amount of retirement income payable
under the Pension Plan to or with respect to a participant at the
date required by this Plan.
2.2 Actuarial
Equivalent or Actuarially Equivalent – means, except as
otherwise provided in the Plan, a benefit having the same actuarial
value as the benefit it replaces, determined using the same
assumptions and methods as are used for determining actuarial
equivalency benefit under the Pension Plan.
2.3 Board of
Directors - means the Board of Directors of Honeywell.
2.4 Code -
means the Internal Revenue Code of 1986, as amended from time to
time.
2.5 Committee -
means the Management Development and Compensation Committee of
Honeywell.
2.6 Deferral
Plan - means the Salary and Incentive Award Deferral Plan for
Selected Employees of Honeywell International Inc. and its
Affiliates, as the same may be amended from time to
time.
2.7 Earliest
Retirement Date – means the earliest date as of which the
participant would be eligible to commence the receipt of his
Pension Plan benefit, whether or not he elects to commence receipt
of such Pension Plan benefit as of such date.
2.8 Honeywell -
means Honeywell International Inc., a Delaware corporation and its
subsidiaries.
2.9 Incentive
Plan - means the Honeywell International Inc. Incentive
Compensation Plan for Executive Employees, and all predecessor and
successor plans.
2.10 Pension
Plan - means the AlliedSignal Inc. Retirement Program (or any
successor defined benefit pension plan) and any other defined
benefit pension plan covering salaried employees of Honeywell
International Inc. other than (i) this Plan, (ii) the portion of
any defined benefit pension plan providing benefits to employees
under the Honeywell Retirement Benefit Plan formula, the UOP
Pension Plan formula, the UOP International Pension Plan for US
Employees, the Norcross pension plan formula and the Novar pension
plan formula and provisions of such pension plans, and (iii) the
AlliedSignal Pension Plan for Contractual Obligations.
Notwithstanding the foregoing, any Plan participant who is a
participant in a plan described in subclause (ii) above and who has
waived his or her right to the change in control benefit to which
he or she was previously entitled under the terms of a severance
agreement or plan maintained by Honeywell Inc. and is a participant
in the Honeywell International Inc. Supplemental Executive
Retirement Plan for Executives in Career Band 6 and Above shall
have this definition apply without regard to subclause (ii)
above.
2.11 Plan -
means the Honeywell International Inc. Supplemental Pension
Plan.
2.12 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).
2.13 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.
2.14
Supplemental Benefit - means the excess, if any, of (i) the
retirement income payable to or with respect to a participant under
the Pension Plan that would have been accrued by the participant
(1) had the amount of deferred compensation awards under the
Incentive Plan been compensation included for calculating benefits
under the Pension Plan in the year the award would otherwise have
been earned or payable as recognized by the Pension Plan, (2) had
participant deferred contributions, as that term is defined in the
Supplemental Savings Plan, been compensation included for
calculating benefits under the Pension Plan in the year the
compensation would otherwise have been earned or payable as
recognized by the Pension Plan, (3) had the portion of base annual
salary and incentive awards deferred by a participant under the
terms of the Deferral Plan, been compensation included for
calculating benefits under the Pension Plan in the year the
compensation would otherwise have been earned or payable as
recognized by the Pension Plan, (4) had the limits of Code Section
415 and 401(a)(17) not been incorporated in the Pension Plan, and
(5) had the participant met all the requirements for a benefit from
the Pension Plan with respect to all other pension benefits which
Honeywell has become contractually obligated to pay to the
participant, over (ii) the participant's Accrued Pension Benefit. A
participant’s Supplemental Benefit shall include an estimate
of any compensation or service that is required to be taken into
account under the Pension Plan after the participant receives
payment of his Supplemental Benefit.
2.15
Supplemental Savings Plans - means the Supplemental Non-Qualified
Savings Plans for Highly Compensated Employees of Honeywell
International Inc. and its Subsidiaries, as the same may be amended
from time to time.
Article III -
Participation
Participation
in the Plan shall be limited to:
(a) those
participants in the Pension Plan (and their joint annuitants and
beneficiaries) who as a result of having deferred an award under
the Incentive Plan or having deferred compensation under the
Supplemental Savings Plan or the Deferral Plan, receive or shall
receive a lesser amount under the Pension Plan than would otherwise
be paid or payable in the absence of such deferral;
(b) those
participants in the Pension Plan (and their joint annuitants and
beneficiaries) who as a result of the limitations contained in Code
Sections 415 or 401(a)(17) receive or will receive a lesser amount
under the Pension Plan than would otherwise be paid or payable in
the absence of such limitations; and
(c) any
employee who has entered into a contractual agreement with
Honeywell under which Honeywell shall, after the termination of
employment of the
employee,
provide a benefit in the form of a life annuity for the employee
(and the employee's joint annuitant or beneficiary) as provided
under the terms of the contractual agreement.
Article IV -
Supplemental Benefit
4.01 Payment of
Supplemental Benefit
(a)
Supplemental Benefits shall be payable directly to such
participant, or such participant's joint annuitant or beneficiary,
as applicable, from the general assets of Honeywell and Honeywell
shall not be under any obligation to set aside any funds or other
assets for the payment of the Supplemental Benefits under this
Plan. Honeywell may, in its sole discretion, establish funds for
payment of these Supplemental Benefits. However, any and all such
funds shall remain assets of Honeywell and subject to the claims of
creditors of the corporation. Such funds, if any, shall not be
deemed to be assets of this Plan.
Notwithstanding
the preceding paragraph, the Committee is authorized (but not
required) to cause Honeywell (or any successor thereto) to fund all
or a part of the Supplemental Benefits for such p
