EXHIBIT 10.1
2003 Stock Incentive Plan
for Employees
of Honeywell International Inc. and its Affiliates
AWARD AGREEMENT
AWARD AGREEMENT made in Xxxxxx Township, New Jersey, as of the ___ day
of ________________ between Honeywell International Inc. (the "Company") and
____________ (the "Employee").
1. Grant of Option. The Company has granted you an Option to purchase
________ Shares of Common Stock, subject to the provisions of this
Agreement. This Option is a nonqualified Option.
2. Exercise Price. The purchase price of the Shares covered by the Option
will be $______ per Share.
3. Vesting. Except in the event of your Full Retirement, death or
Disability or a Change in Control, the Option will become exercisable
in cumulative installments as follows: ________________________________
(vesting schedule within three-year period.)
4. Term of Option. The Option must be exercised prior to the close of the
New York Stock Exchange ("NYSE") on _______________, (within ten years
of grant) subject to earlier termination or cancellation as provided
below. If the NYSE is not open for business on the expiration date
specified, the Option will expire at the close of the NYSE's next
business day.
5. Payment of Exercise Price. You may pay the Exercise Price by cash,
certified check, bank draft, wire transfer, postal or express money
order, or any other alternative method specified in the Plan and
expressly approved by the Committee. Notwithstanding the foregoing, you
may not tender any form of payment that the Committee determines, in
its sole and absolute discretion, could violate any law or regulation.
6. Exercise of Option. Subject to the terms and conditions of this
Agreement, the Option may be exercised by contacting the Honeywell
Stock Option Service Center, managed by Xxxxx Xxxxxx, by telephone at
0-000-000-0000 or 0-000-000-0000, or on the internet at
xxx.xxxxxxxxxxxxx.xxx. If the Option is exercised after your death, the
Company will deliver Shares only after the Committee has determined
that the person exercising the Option is the duly appointed executor or
administrator of your estate or the person to whom the Option has been
transferred by your will or by the applicable laws of descent and
distribution.
7. Termination, Retirement, Disability or Death. The Option will vest and
remain exercisable as follows:
------------------------------------------------------------------------------------------------------------
Event Vesting Exercise
------------------------------------------------------------------------------------------------------------
Death Immediate vesting as of Expires earlier of (i)
death. original expiration date,
or (ii) 3 years after
death.
------------------------------------------------------------------------------------------------------------
Disability Immediate vesting as of Expires earlier of (i) original
incurrence of Disability. expiration date, or (ii) 3 years
after Disability.
------------------------------------------------------------------------------------------------------------
Full Retirement Immediate vesting as of Expires earlier of (i) original
(Voluntary Termination of Full Retirement. expiration date, or (ii) 3 years
Employment on or after Age 60 and after retirement. If you die
10 Years of Service) prior to end of this 3-year
period, expires earlier of (i)
original expiration date, or
(ii) 1 year after death.
------------------------------------------------------------------------------------------------------------
Early Retirement Unvested Awards forfeited as of Expires earlier of (i) original
(Termination of Employment on or Early Retirement. expiration date, or (ii) 3 years
after Age 55 and 10 Years of after retirement. If you die
Service) prior to end of this 3-year
period, expires earlier of (i)
original expiration date, or
(ii) 1 year after death.
------------------------------------------------------------------------------------------------------------
Voluntary termination Unvested Awards forfeited as of Expires earlier of (i) original
termination. expiration date, or (ii) 30 days
after termination. If you die
prior to end of this 30-day
period, expires earlier of (i)
original expiration date, or
(ii) 1 year after death.
------------------------------------------------------------------------------------------------------------
Involuntary termination not for Unvested Awards forfeited as of Expires earlier of (i) original
Cause termination. expiration date, or (ii) 1 year
after termination. If you die
prior to end of this 1-year
period, expires 1 year after
death.
------------------------------------------------------------------------------------------------------------
Involuntary termination for Cause Unvested Awards forfeited as of Vested Awards immediately
termination. cancelled.
------------------------------------------------------------------------------------------------------------
2
8. Change in Control. In the event of a Change in Control, any portion of
the Option that has not vested as of the date of Change in Control will
immediately become exercisable in full.
9. Withholdings. The Company will have the right, prior to the issuance or
delivery of any Shares in connection with the exercise of the Option,
to withhold or demand from you the amount necessary to satisfy
applicable tax requirements, as determined by the Committee.
10. Transfer of Option. You may not transfer the Option or any interest in
the Option except by will or the laws of descent and distribution or
except as permitted by the Committee and as specified in the Plan.
11. Forfeiture of Award.
(a) By accepting the Award, you expressly agree and acknowledge that
the forfeiture provisions of subparagraph (b) will apply if, from
the date of the grant of the Option until the date that is
twenty-four (24) months after your Termination of Employment for
any reason, you enter into an employment or consultation agreement
or arrangement (including any arrangement for service as an agent,
partner, stockholder, consultant, officer or director) with any
entity or person engaged in a business in which the Company or any
Affiliate is engaged if the business is competitive (in the sole
judgment of the Committee) with the Company or an Affiliate and the
Committee has not approved the arrangement in writing.
(b) If the Committee determines, in its sole judgment, that you have
engaged in an act that violates subparagraph (a) prior to the
24-month anniversary of your Termination of Employment, any Option
that you have not exercised (whether vested or unvested) will
immediately be rescinded, and you will forfeit any rights you have
with respect to these Options as of the date of the Committee's
determination. In addition, you hereby agree and promise
immediately to deliver to the Company, Shares equal in value to the
amount of any profit you realized upon an exercise of the Option
during the period beginning six (6) months prior to your
Termination of Employment and ending on the date of the Committee's
determination.
12. Adjustments. In the event of any stock split, reverse stock split,
dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), extraordinary cash dividend,
recapitalization, merger, consolidation, split-up, spin-off,
reorganization, combination, repurchase or exchange of Shares or other
securities, the issuance of warrants or other rights to purchase Shares
or other securities, or other similar corporate transaction or event,
the Committee may, in its sole discretion, adjust the number and kind
of Shares covered by the Option, the Exercise Price and other relevant
provisions to the extent necessary to prevent dilution or enlargement
of the benefits or potential benefits intended to be provided by the
Option. Any such determinations and adjustments made by the Committee
will be binding on all persons.
3
13. Restrictions on Exercise. Exercise of the Option is subject to the
conditions that, to the extent required at the time of exercise, (a)
the Shares covered by the Option will be duly listed, upon official
notice of issuance, upon the NYSE, and (b) a Registration Statement
under the Securities Act of 1933 with respect to the Shares will be
effective. The Company will not be required to deliver any Common Stock
until all applicable federal and state laws and regulations have been
complied with and all legal matters in connection with the issuance and
delivery of the Shares have been approved by counsel of the Company.
14. Disposition of Securities. By accepting the Award, you acknowledge that
you have read and understand the Company's policy, and are aware of and
understand your obligations under U.S. federal securities laws in
respect of trading in the Company's securities, and you agree not to
use the Company's "cashless exercise" program (or any successor
program) at any time when you possess material nonpublic information
with respect to the Company or when using the program would otherwise
result in a violation of securities law. The Company will have the
right to recover, or receive reimbursement for, any compensation or
profit realize on the exercise of the Option or by the disposition of
Shares received upon exercise of the Option to the extent that the
Company has a right of recovery or reimbursement under applicable
securities laws.
15. Plan Terms Govern. The exercise of the Option, the disposition of any
Shares received upon exercise of the Option, and the treatment of any
gain on the disposition of these Shares are subject to the terms of the
Plan and any rules that the Committee may prescribe. The Plan document,
as may be amended from time to time, is incorporated into this
Agreement. Capitalized terms used in this Agreement have the meaning
set forth in the Plan, unless otherwise stated in this Agreement. In
the event of any conflict between the terms of the Plan and the terms
of this Agreement, the Plan will control unless otherwise stated in
this Agreement. By accepting the Award, you acknowledge receipt of the
Plan and the prospectus, as in effect on the date of this Agreement.
16. Acceptance of Award. By accepting the Award, you agree to be bound by
the terms and conditions of this Agreement and acknowledge that the
Award is granted at the sole discretion of the Company and is not
considered part of any contract of employment with the Company or of
your normal or expected compensation or benefits package for purposes
of any benefit plan of the Company (except as otherwise expressly
provided in a written agreement you have entered into with the
Company).
17. Limitations. Nothing in this Agreement or the Plan gives you any right
to continue in the employ of the Company or any of its Affiliates or to
interfere in any way with the right of the Company or any Affiliate to
terminate your employment at any time. Payment of Shares is not secured
by a trust, insurance contract or other funding medium, and you do not
have any interest in any fund or specific asset of the Company by
reason of the Option. You have no rights as a shareowner of the Company
pursuant to the Option until Shares are actually delivered you.
4
18. Incorporation of Other Agreements. This Agreement and the Plan
constitute the entire understanding between you and the Company
regarding the Option. This Agreement supersedes any prior agreements,
commitments or negotiations concerning the Option.
19. Severability. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of the
other provisions of the Agreement, which will remain in full force and
effect. Moreover, if any provision is found to be excessively broad in
duration, scope or covered activity, the provision will be construed so
as to be enforceable to the maximum extent compatible with applicable
law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by the facsimile signature of its Chairman of the Board and
Chief Executive Officer as of the day and year first above written. By
consenting to this Agreement, you agree to the following: (i) you have
carefully read, fully understand and agree to all of the terms and
conditions described in this Agreement and the Plan; and (ii) you
understand and agree that this Agreement and the Plan constitute the
entire understanding between you and the Company regarding the Option,
and that any prior agreements, commitments or negotiations concerning
the Option are replaced and superseded. You will be deemed to consent
to the application of the terms and conditions set forth in this
Agreement and the Plan unless you contact Honeywell International Inc.,
Executive Compensation/AB-1D, 000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
in writing within thirty (30) days of the date of this Agreement.
Honeywell International Inc.
By: Xxxxx X. Xxxx
Chairman of the Board and
Chief Executive Officer
5
