Exhibit 10.6
SUPPLEMENTAL
NON-QUALIFIED SAVINGS PLAN FOR
HIGHLY COMPENSATED EMPLOYEES OF
HONEYWELL INTERNATIONAL INC. AND ITS SUBSIDIARIES
(amended and
restated effective January 1, 2009)
1. History . Honeywell International Inc. (the “
Corporation ”) initially established this Supplemental
Non-Qualified Savings Plan for Highly Compensation Employees of
Honeywell International Inc. and its Subsidiaries (the “
Plan ”) effective January 1, 2006 when the
Supplemental Non-Qualified Savings Plan For Highly Compensated
Employees Of Honeywell International Inc. And Its Subsidiaries
(Career Band 5 and Below) (the “ Supplemental Savings
Plan ”) was merged with and into the Supplemental
Non-Qualified Savings Plan for Highly Compensated Employees of
Honeywell International Inc. and its Subsidiaries (Career Band 6
and above) (the “ Executive Supplemental Savings Plan
”) and the resulting plan from this merger became known as
the Plan. The Plan is hereby amended and restated, effective as of
January 1, 2009, to implement changes required pursuant to and
consistent with Section 409A of the Internal Revenue Code of 1986,
as amended (the “ Code ”), and the corresponding
rules and final regulations issued under Section 409A of the Code
with respect to amounts subject to such requirements. This Plan
document covers any Participant (as defined below) who was entitled
to receive a benefit from the Plan as of December 31, 2008, but did
not receive full payment of such benefit under the Plan as of such
date, as well as any individual who becomes a Participant in the
Plan on or after January 1, 2009. Plan benefit payments commencing
prior to January 1, 2009 are governed by the terms of Plan as they
existed prior to this amendment and restatement and are either
grandfathered from the requirements of Section 409A of the Code or
payable pursuant to a fixed schedule as required by, and in
compliance with, Section 409A of the Code. Between January 1, 2005
and December 31, 2008, with respect to payments that are subject to
the requirements of Section 409A of the Code, the Plan has been
operated in accordance with transition relief established by the
Treasury Department and Internal Revenue Service pursuant to
Section 409A of the Code. This amendment and restatement is adopted
in conformity with final regulations under Section 409A of the Code
issued by the Treasury Department on April 10, 2007 and effective
January 1, 2009.
2. Eligibility . Any employee of the Corporation and its
participating affiliates (i) who is in Career Band 6 or above
during the designated election period (the “ Open
Enrollment Period ”) that occurs prior to the beginning
of the applicable Plan Year (as defined below), or (ii) (A) who is
in Career Band 5 at any time during the Open Enrollment Period that
occurs prior to the beginning of the applicable Plan Year and (B)
whose Base Annual Salary (as defined in Subparagraph 4(a)(i) below)
that is paid and posted to the Plan’s electronic
recordkeeping system as of the last paydate in September of the
Plan Year immediately preceding the applicable Plan Year exceeds
the dollar limit for a highly compensated employee for the Plan
Year under Section 414(q) of the Code, shall be eligible (an
“ Eligible Employee ”) to participate in the
Plan (subject to the limitations set forth in the following
sentence) and elect deferrals of Base Annual Salary for such Plan
Year effective as of the first paydate of such Plan Year that
follows the Open Enrollment Period. Notwithstanding the foregoing,
an Eligible Employee may
only
participate in the Plan for a Plan Year if such employee is
eligible to participate in any of the qualified savings plans (as
determined under Section 401(a) of the Code) maintained by the
Corporation or its subsidiaries, other than a plan as may be
designated by the Corporation from time to time (the “
Qualified Savings Plans ”), and has made an
irrevocable election prior to the beginning of the applicable Plan
Year to defer Base Annual Salary to the applicable Qualified
Savings Plan. For purposes of this Plan, the “ Plan
Year ” shall mean the calendar year.
3. Definitions .
Capitalized terms not otherwise defined in the Plan have the
respective meanings set forth in the applicable Qualified Savings
Plans.
4. Participation .
(a) Time and Form of Election
.
(i)
Each Eligible Employee who wishes to participate in the Plan for a
particular Plan Year (a “ Participant ”), must
file a timely written or electronic deferral election (the “
Election Form ”) with the Plan Administrator during
the applicable Open Enrollment Period. Such Eligible Employee shall
designate in the Election Form that a portion (determined in
accordance with Subparagraph 5(a)) of the Eligible Employee’s
base annual salary, exclusive of shift differentials, overtime or
other premium pay, bonus, incentive or other extra compensation,
but inclusive of salary deferred for the Plan Year under this Plan
(“ Base Annual Salary ”), which would have been
payable to such Eligible Employee during such Plan Year, in lieu of
such payment, be credited to a deferred compensation account
maintained under the Plan as an unfunded book entry account stated
as a cash balance (the “ Account ”). On a
Participant’s Election Form, the Participant shall also
indicate the form of payment for all deferrals credited to the
Participant’s Account, as described in Paragraph 7 below, and
the Change in Control election is made, as described in Paragraph
10 below.
(b) Change of Amount Deferred
. A Participant may not modify his deferral election for a
particular Plan Year at any time during that Plan Year.
5. Contributions to
Participants’ Accounts .
(a) Participant Deferred
Contributions . For a particular Plan Year, a Participant may
elect to defer an aggregate amount equal to (i) the difference
between the maximum percentage of Base Annual Salary that the
Participant may contribute for the Plan Year as Before-Tax
Contributions under the Qualified Savings Plans (8% for 2009),
without regard to any other limitations that may apply under the
Code, and the actual Before-Tax Contributions the Participant
contributes to the Qualified Savings Plans for the Plan Year,
and/or (ii) from 1% to 25% (in whole percentages) of such
Participant’s Base Annual Salary, without regard to any other
limitations which may apply under the Code (collectively, “
Participant Deferred Contributions ”); provided,
however, that a Participant who elects to defer any amount
hereunder shall be required to make the maximum Before-Tax
Contributions permissible under the Qualified Savings Plans for the
applicable Plan Year (after giving effect to deferrals under the
Plan or otherwise).
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(b) Plan Employer
Contributions . There shall be credited to the
Participant’s Account employer contributions under the Plan
(“ Plan Employer Contributions ”) in an
aggregate amount equal to (i) minus (ii), where (i) is 50% (for
Participants entitled to a 50% Employer Contribution in the
Qualified Savings Plans) or 100% (for Participants entitled to a
100% Employer Contribution in the Qualified Savings Plans) of the
lesser of (x) 8% of the Participant’s Base Annual Salary
without regard to any limitations that may apply under the Code, or
(y) the sum the Participant contributes as Before-Tax Contributions
and/or After-Tax Contributions to the Qualified Savings Plans and
as Participant Deferred Contributions, and (ii) is the total amount
of Employer Contributions contributed to the Participant’s
account under the Qualified Savings Plans; provided, however, that
in no event shall the combined Plan Employer Contributions and
Savings Plan Employer Contributions exceed 8% of the
Participant’s Base Annual Salary without regard to any
limitations that may apply under the Code, and provided, further,
that Plan Employer Contributions shall not be made with respect to
a Participant during any period of suspension of Employer
Contributions with respect to such Participant under the terms of
the Qualified Savings Plans, whether or not such Participant
continues to make Participant Contributions under the Qualified
Savings Plans during the period of such suspension.
(c) Vesting . Participant
Deferred Contributions and Plan Employer Contributions
(collectively “ Total Contribution Amounts ”)
and all amounts accrued with respect to Total Contribution Amounts
in accordance with Paragraph 6, shall be vested at the time such
amounts are credited to the Participant’s Account.
(d) All Contributions Prorated
. Total Contribution Amounts shall be credited to a
Participant’s Account each pay period.
6. The Participant’s
Account .
(a) Types of Accounts .
A Participant’s Account shall consist of two sub-accounts, as
applicable: (1) a sub-account which consists of Participant
Deferred Contributions and Employer Contributions to the Plan, and
interest earned thereon, for amounts that were earned and vested as
of December 31, 2004 (the “ Grandfathered Account
”), and (2) a sub-account which consists of Participant
Deferred Contributions and Employer Contributions to the Plan, and
interest earned thereon, for amounts that are earned and vested on
or after January 1, 2005 (the “ Non-Grandfathered
Account ”).
(b) Participant Deferred
Contributions .
(i)
Participant Deferred Contributions shall be credited to the
Participant’s Account under the Plan as unfunded book entries
stated as cash balances.
(ii)
Participant Deferred Contributions credited to the
Participant’s Account after December 31, 2004, and all
Participant Deferred Contributions credited to a
Participant’s Account under the Supplemental Savings Plan
before January 1, 2006, shall accrue amounts (to be posted on the
Valuation Date) equivalent to interest, compounded daily, at a rate
based upon the cost to the Corporation of borrowing at a fixed rate
for a 15-year term; provided however
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that, for
2005, Participant Deferred Contributions credited to the Executive
Supplemental Savings Plan between January 1, 2005 and December 31,
2005 shall accrue amounts (to be posted each Valuation Date)
equivalent to interest, compounded daily, at a rate equal to 8%.
The interest rate described in this paragraph is subject to change
from Plan Year to Plan Year and shall be determined annually by the
Chief Financial Officer of the Corporation in consultation with the
Treasurer of the Corporation prior to January 1 of each Plan
Year.
(iii)
Participant Deferred Contributions credited to the
Participant’s Account under the Executive Supplemental
Savings Plan prior to January 1, 1994 or after the Participant has
terminated employment shall accrue amounts (to be posted each
Valuation Date) equivalent to interest, compounded daily, at a rate
based upon the cost to the Corporation of borrowing at a fixed rate
for a 15-year term. The interest rate described in this paragraph
is subject to change from Plan Year to Plan Year and shall be
determined annually by the Chief Financial Officer of the
Corporation in consultation with the Treasurer of the Corporation
prior to January 1 of each Plan Year.
(iv)
Participant Deferred Contributions credited to the
Participant’s Account under the Executive Supplemental
Savings Plan between January 1, 1994 and December 31, 2004, but
before a Participant terminates employment, shall accrue amounts
(to be posted each Valuation Date) equivalent to interest,
compounded daily, at a rate determined annually by the Management
Development and Compensation Committee (the “
Committee ”) of the Board of Directors of the
Corporation (the “ Board ”). The rate
established in the preceding sentence shall not exceed the greater
of (i) 10% (8% for Participant Deferred Contributions credited on
or after January 1, 2004 and such other percentage that may be
established by the Committee for subsequent Plan Years), or (ii)
200% of the 10-year U.S. Treasury Bond rate at the time of
determination and, once established for a Plan Year, shall remain
in effect with respect to all Participant Deferred Contributions
credited to the Participant’s Account during such Plan Year
until such amounts are distributed.
(c) Plan Employer
Contributions . Plan Employer Contributions shall be credited
to the Participant’s Account under the Plan as unfunded book
entries stated as shares of Common Stock (including fractional
shares). The number of shares of Common Stock credited to a
Participant’s Account shall be determined by dividing the
equivalent cash amount (as determined under Subparagraph 5(b)) by
the closing price of Common Stock on the day that such Plan
Employer Contributions are credited to the Participant’s
Account. Amounts equivalent to the dividends that would have been
payable in respect of the Common Stock shall be credited to the
Participant’s Account as if reinvested in Common Stock, with
the number of shares credited determined by dividing the equivalent
cash dividend amount by the closing price of Common Stock on the
date the dividends would have been payable. Amounts credited to the
Participant’s Account shall accrue amounts equivalent to
interest and dividends, as the case may be, until distributed in
accordance with the Plan.
(d) Grandfathered and
Non-Grandfathered Accounts . The aggregate amount of the
Participant’s Deferred Contributions, plus earnings credited
thereon pursuant to this Paragraph 6
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(collectively, the “ Participant Deferred Contribution
Amounts ”), and the aggregate number of shares of Common
Stock representing the Plan Employer Contributions, plus dividends
reinvested pursuant to this Paragraph 6 (collectively the “
Plan Employer Contribution Amounts ,” and together
with Participant Deferred Contribution Amounts, the “
Total Contribution Amounts ”) credited to the
Participant’s Grandfathered Account pursuant to this
Paragraph 6, will hereinafter be referred to as “
Grandfathered Contribution Amount s.” Total
Contribution Amounts credited to a Participant’s
Non-Grandfathered Account will hereinafter be referred to as
“ Non-Grandfathered Contribution Amounts .”
7. Distribution from
Accounts.
(a) Form and Timing of Payment
.
(i)
Participant Deferred Contributions .
(A) 2006 Plan Year and Later . The aggregate amount of the
Participant’s Participant Deferred Contribution Amounts
credited to the Participant’s Non-Grandfathered Account for
Plan Years beginning on or after January 1, 2006 shall be paid in
one lump-sum payment to such Participant in the January of the Plan
Year that follows the Plan Year in which the Participant has a
Separation from Service (as defined in Section 409A(a)(2)(A)(i) of
the Code and its corresponding regulations) with the Corporation
and its affiliates, unless the Participant elects in his Election
Form at the time of his election to defer Base Annual Salary for
such Plan Year that such Participant Deferred Contribution Amounts
for the Plan Year will instead be paid in substantially equal
annual installments (not to exceed ten (10)) if he has a Separation
from Service with the Corporation and its affiliates on or after he
attains age 55 and has completed ten (10) Years of Service (as
defined below), in which case the first installment shall commence
in the January of the Plan Year that follows the Plan Year in which
the Participant has a Separation from Service and each remaining
installment will be paid to the Participant in each succeeding
January.
Notwithstanding
the foregoing, if at the time of the Participant’s Separation
from Service, the Participant is a “Specified Employee”
(as defined below) the payments provided in the immediately
preceding paragraph shall be paid (or commence, in the case of
installments) in (i) the January of the Plan Year that follows the
Plan Year in which the Participant’s Separation from Service
with the Corporation and its affiliates occurs, if the
Participant’s Separation from Service with the Corporation
and its affiliates occurs prior to July 1 of such Plan Year, or
(ii) the July of the Plan Year that follows the Plan Year in which
the Participant’s Separation from Service with the
Corporation and its affiliates occurs, if the Participant’s
Separation from Service with the Corporation and its affiliates
occurs after June 30 of such Plan Year. If the Participant elected
to receive his distribution in the form of installment payments,
after the first payment is made pursuant to the immediately
preceding sentence, each subsequent installment will be paid to the
Participant in the January of each Plan Year that follows until all
installments are paid to the Participant.
(B)
For purposes of this Plan, the term (i) “ Years of
Service ” shall mean each consecutive twelve (12) month
period in which the Participant was employed by the
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Corporation or an affiliate as measured from the
Participant’s commencement of employment with the Corporation
or an affiliate, and (ii) “ Specified Employee ”
shall mean 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 its 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,” including the number and identity of persons
considered “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.
2005 Plan Year . For the
2005 Plan Year only, the Participant Deferred Contribution Amounts
credited to the Participant’s Non-Grandfathered Account for
such Plan Year shall be paid in one lump-sum payment in cash in
January of the Plan Year immediately following the Plan Year in
which the Participant has a Separation from Service with the
Corporation and its affiliates. Notwithstanding the foregoing, if
at the time of the Participant’s Separation from Service, the
Participant is a Specified Employee the payment provided in the
immediately preceding sentence shall be paid in (i) the January of
the Plan Year that follows the Plan Year in which the
Participant’s Separation from Service with the Corporation
and its affiliates occurs, if the Participant’s Separation
from Service with the Corporation and its affiliates occurs prior
to July 1 of such Plan Year, or (ii) the July of the Plan Year that
follows the Plan Year in which the Participant’s Separation
from Service with the Corporation and its affiliates occurs, if the
Participant’s Separation from Service with the Corporation
and its affiliates occurs after June 30 of such Plan Year. If the
Participant elected to receive his distribution in the form of
installment payments, after the first payment is made pursuant to
the immediately preceding sentence, each subsequent installment
will be paid to the Participant in the January of each Plan Year
that follows until all installments are paid to the
Participant.
(C)
Plan Years Prior to January 1, 2005 . The Participant made
an election at the time the Participant made a deferral election
for Plan Years beginning before January 1, 2005, with respect to
the distribution of the Participant Deferred Contribution Amounts
credited to the Participant’s Grandfathered Account pursuant
to such election. A Participant elected to receive such amount in
one lump-sum payment or in a number of annual installments (up to
fifteen (15)). The lump-sum payment or the first installment shall
be paid in cash as soon as practicable during the month of January
of such future calendar year as the Participant may designate or,
if the Participant so elects, as soon as practicable during the
month of January of the calendar year immediately following the
year in which the Participant last contributed to the Plan or the
year in which the Participant terminates employment with the
Corporation or any of its subsidiaries (whether by reason of
retirement or otherwise). Subsequent installments shall be paid in
cash as soon as practicable during the month of January of each
succeeding calendar year until the entire amount of the Participant
Deferred Contribution Amounts credited to the Participant’s
Grandfathered Account shall have been paid.
(ii)
Plan Employer Contributions . The distribution form and
timing that apply to the Participant’s Deferred Contribution
Amounts for a Plan Year pursuant to Subparagraph 7(a) above shall
also apply to the form and timing of the distribution of the Plan
Employer Contribution Amounts credited to the Participant’s
Account pursuant to Paragraph 5. Except to
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the
extent otherwise provided with respect to fractional shares, all
distributions of Plan Employer Contribution Amounts shall be made
in Common Stock. Installments after the first installment payment,
if applicable, shall be paid in the January of each succeeding
calendar year until the entire amount of the Plan Employer
Contribution Amounts shall have been paid. Any fractional shares of
Common Stock shall be paid in an equivalent cash amount, as
determined using the closing price of Common Stock on the trading
date next preceding the distribution date.
(iii)
Calculation of Installment Payments . If installment
payments are to be made to a Participant for any Plan Year, the
amount of each installment shall be de
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