Exhibit 10.30
Honeywell EID Number: _______
2006 Stock Incentive
Plan
of Honeywell International Inc.
and its Affiliates
PERFORMANCE
SHARE AGREEMENT
This PERFORMANCE SHARE AGREEMENT
made in Morris Township, New Jersey, United States of America, as
of the [DAY] day of [MONTH, YEAR] between Honeywell International
Inc. (which together with its subsidiaries and affiliates, when the
context so indicates, is hereinafter referred to as the
“Company”) and [EMPLOYEE NAME] (the
“Employee”).
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1.
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Grant of Awards. The Company has granted to you [NUMBER]
Performance Shares, subject to the terms of this Agreement and the
terms of the 2006 Stock Incentive Plan of Honeywell International
Inc. and Its Affiliates (the “Stock Plan”).
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2.
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Target and Actual Awards.
The number of Performance Shares
awarded to you represents a target award for the Performance Cycle
(as defined below) (the “Target Award”). Each
Performance Share represents one (1) Share of Common Stock. Your
actual earned award (the “Actual Award”) is equal to
the product of (i) the Plan Payout Percentage, and (iii) your
Target Award. For purposes of this Agreement, the “Plan
Payout Percentage” shall be based on the achievement of the
Performance Measures described in Section 3 below and may range
from zero to a maximum of 200%.
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3.
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Performance Measures. The Plan Payout Percentage shall be determined
based on [DESCRIBE PERFORMANCE MEASURES AND PERCENTAGE PAYOUT
SCHEDULE TO BE USED] (collectively the “Performance
Measures”) for the Performance Cycle.
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4.
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Performance Cycles. The performance cycle to which this Agreement
applies commences on [DATE] and ends on [DATE] (the
“Performance Cycle”).
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5.
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Timing of Payments. The payment of Performance Shares [and Dividend
Shares] is contingent upon (i) the achievement of the performance
criteria outlined in Section 3 above, and (ii) you remaining
actively employed by the Company on the applicable payment dates.
Thus, for example, if you are receiving pay from the Company but
not actively performing services therefore (including, but not
limited to, severance periods, notice periods, grandfathered
vacation periods, short or long-term disability periods), you will
not be considered “active” for purposes of the payment
of Performance Shares[and Dividend Shares]. To the extent
Performance Shares [and Dividend Shares] are earned, you will
receive them in two installments (subject, of course, to the active
employment criteria described herein). One-half of your Actual
Award [and Dividend Shares] will be paid in [MONTH, YEAR] ; the
second half of your Actual Award [and Dividend Shares] will be paid
in [MONTH, YEAR] ; provided, however, that in no event will a
payment be made later than two and one-half months from the end of
the year in which the payment vests.
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6.
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Form of Payment. Performance Shares [and Dividend Shares] will be
paid in shares of the Company’s common stock
(“Shares”) except as may otherwise provided in Section
11 below.
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7.
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[FOLLOWING INCLUDED AT COMMITTEE’S
DISCRETION: Dividend Shares. You will earn dividend equivalents in the form
of additional shares (“Dividend Shares”) based on your
Actual Award. The number of Dividend Shares will be calculated by
dividing the sum of cash dividends that you would have earned on
your Actual Award had you held those earned Shares throughout the
Performance Cycle by the average Honeywell closing Share price for
the 30 trading days preceding [LAST DAY OF PERFORMANCE CYCLE], with
any fractional Shares rounded up to the nearest whole Share.
Dividend Shares will be paid in accordance with Section
5.]
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8.
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Termination of Employment.
If your employment with the Company
is terminated for any reason other than death or Disability prior
to the date an Actual Award payment is to be made pursuant to
Section 5 above, any unpaid Actual Award [and Dividend Shares]
shall be forfeited and your rights with respect to any award under
this Agreement will terminate unless the Committee, or its
designee, determines otherwise in its sole and absolute
discretion.
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9.
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Death or Disability. If your employment with the Company terminates
because of death or Disability (as defined in the Stock Plan) prior
to the first installment payment of your Actual Award, you or your
estate will receive, as your Actual Award for the Performance
Cycle, the greater of (i) your Actual Award determined pursuant to
Section 2 above at the time the death or Disability occurs, or (ii)
your Target Award. [No Dividend Shares will be paid in this case.
OR Dividend Shares will be calculated as provided in Section 7.]
The Actual Award[ and Dividend Shares] will be payable in
a
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