Honeywell 2008 Annual Report Download - page 148

EQUITY COMPENSATION PLANS
As of December 31, 2008 Information about our equity compensation plans is as follows:
Plan
Category
Number of
Shares to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column(a))
(a) (b) (c)
Equity compensation plans approved by security holders 46,528,678(1) $ 43.85(2) 36,805,969(3)
Equity compensation plans not approved by security
holders 742,197(4) N/A(5) N/A(6)
Total 47,270,875 $ 43.85 36,805,969
(1) Equity compensation plans approved by shareowners that are included in column (a) of the table are the
2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the "2006 Stock Incentive Plan")
(10,270,215 shares of Common Stock to be issued for options; 3,930,499 restricted units subject to continued
employment; and 1,083,502 deferred restricted units of earned and vested awards under prior plans that
were approved by shareowners where delivery of shares has been deferred); the 2003 Stock Incentive Plan
of Honeywell International Inc. and its Affiliates (the "2003 Stock Incentive Plan") (15,244,290 shares of
Common Stock to be issued for options; 4,050 shares to be issued for SARs; and 981,668 restricted units
subject to continued employment); the 1993 Stock Plan for Employees of Honeywell International Inc. and its
Affiliates (14,243,229 shares of Common Stock to be issued for options; 60,925 shares to be issued for
SARs; and 408,800 restricted units subject to continued employment); the 2006 Stock Plan for Non-
Employee Directors of Honeywell International Inc. (the "Non-Employee Director Plan") (145,000 shares of
Common Stock to be issued for options; 3,000 restricted units subject to continued services; and 3,000
shares of restricted stock), and the 1994 Stock Plan for Non-Employee Directors of Honeywell International
Inc. (153,500 shares of Common Stock to be issued for options; and 27,000 shares of restricted stock).
957,669 growth plan units were issued for the performance cycle commencing on January 1, 2007 and
ending December 31, 2008 pursuant to the 2006 Stock Incentive Plan. The ultimate value of any growth plan
award may be paid in cash or shares of Common Stock and, thus, growth plan units are not included in the
table above. The ultimate value of growth plan units depends upon the achievement of pre-established
performance goals during a two-year performance cycle relating to growth in earnings per share, revenue and
return on investment. 50% of any payment related to these growth plan units will be paid in 2009 and the
remaining 50% will be paid in 2010, subject to active employment on the payment dates.
Because the number of future shares that may be distributed to employees participating in the Honeywell
Global Stock Plan is unknown, no shares attributable to that plan are included in column (a) of the table
above.
(2) Column (b) does not include any exercise price for restricted units or growth plan units granted to employees
or non-employee directors under equity compensation plans approved by shareowners. Restricted units do
not have an exercise price because their value is dependent upon attainment of certain performance goals or
continued employment or service and they are settled for shares of Common Stock on a one-for-one basis.
Growth plan units are denominated in cash units and the ultimate value of the award is dependent upon
attainment of certain performance goals.
(3) The number of shares that may be issued under the 2006 Stock Incentive Plan as of December 31, 2008 is
33,370,148 which includes the following additional shares under the 2006 Stock Incentive Plan (or any Prior
Plan as defined in the 2006 Stock Incentive Plan) that may again be available for issuance: shares that are
settled for cash, expire, are canceled, are tendered in satisfaction of an
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