HONEYWELL SUPPLEMENTAL
DEFINED BENEFIT RETIREMENT PLAN
(December 31, 2000 Restatement)
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HONEYWELL
SUPPLEMENTAL DEFINED BENEFIT RETIREMENT PLAN
(December 31, 2000 Restatement)
TABLE OF CONTENTS
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SECTION 1 INTRODUCTION
1.1 Preambles 1
1.2 Definitions 2
1.2.1 Base Plan 2
1.2.2 Benefit Starting Date 2
1.2.3 Committee 2
1.2.4 Effective Date 2
1.2.5 Employer 2
1.2.6 Participant 2
1.2.7 Plan 2
1.2.8 Plan Statement 2
1.2.9 Plan Year 2
1.2.10 Prior Plan Statements 3
1.2.11 Supplemental Savings Plan 3
1.3 Rules of Interpretation 3
SECTION 2 ELIGIBILITY AND PARTICIPATION 4
2.1 Participation 4
2.1.1 General Participation Requirements 4
2.1.2 Minimum Benefit Participation Requirements 4
2.2 Exclusions 4
2.2.1 Non-Members of Select Group of Management or 4
Highly Compensated Employees
2.2.2 Participants in the Honeywell International Inc. 5
Supplemental Pension Plan
2.3 Duration 5
SECTION 3 BENEFITS 6
3.1 Participant Benefit 6
3.1.1 Basic Benefit 6
3.1.2 Minimum Benefit 6
3.1.3 Limitation on Benefits 6
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(i)
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3.2 Survivor Benefit 7
3.2.1 Death Before Benefits Commence 7
3.2.2 Death After Benefits Commence 7
3.3 Special 1993 Vesting 7
SECTION 4 DISTRIBUTIONS 8
4.1 Forms of Payment 8
4.2 Lump Sum Payment 8
4.2.1 Election and Amount 8
4.2.2 Death Within 13 Month Period 8
4.2.3 Acceleration of Benefits with Forfeiture 8
4.3 Timing 8
4.4 Change in Control 9
4.4.1 Immediate Vesting 9
4.4.2 Definition 9
4.5 Taxes 10
4.6 Incompetency 10
SECTION 5 GENERAL MATTERS 11
5.1 Funding 11
5.2 Status of Participant 11
5.3 Spendthrift Provisions 11
5.4 No Employment Contract 11
SECTION 6 AMENDMENT AND TERMINATION 12
6.1 Amendment 12
6.2 Change in Control 12
6.3 Amendments to Base Plan 12
SECTION 7 DETERMINATION AND CLAIMS 13
7.1 Determination 13
7.2 Claims Procedure 13
7.2.1 Original Claim 13
7.2.2 Claims Review Procedure 13
7.2.3 General Rules 14
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SECTION 8 PLAN ADMINISTRATION 15
8.1 Employer 15
8.2 Committee 15
8.3 Method of Executing Instruments 15
8.4 Conflict of Interest 15
8.5 Plan Administrator 15
8.6 Construction 15
TABLE I ACTUARIAL ASSUMPTIONS FOR LUMP SUM PAYMENTS 17
TABLE II VESTED ACCRUED BENEFITS 18
TABLE III FUNDED BENEFITS 19
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HONEYWELL
SUPPLEMENTAL DEFINED BENEFIT RETIREMENT PLAN
(December 31, 2000 Restatement)
SECTION 1
INTRODUCTION
1.1. Preambles. Honeywell International Inc., a Delaware corporation, maintains
a tax qualified defined benefit plan known as the Honeywell International Inc.
Retirement Earnings Plan (the "Retirement Earnings Plan"), a successor to the
Honeywell Retirement Benefit Plan. Benefits in the Retirement Earnings Plan are
restricted by sections 415 and 401(a)(17) of the Internal Revenue Code, as
amended (the "Code"), and by the non-recognition of certain types of
compensation.
Section 3(36) and section 4(b)(5) of the Employee Retirement Income Security Act
of 1974, as amended, ("ERISA") recognize and authorize the establishment of an
unfunded, nonqualified plan of deferred compensation maintained by an employer
solely for the purpose of providing benefits for employees in excess of the
limitations on benefits imposed under section 415 of the Code. Sections 201, 301
and 401 of ERISA also recognize the creation of an unfunded, nonqualified plan
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.
On April 20, 1976, Honeywell Inc. ("Honeywell") established the Honeywell
Supplementary Retirement Plan for the Purpose of providing the full benefits
promised to employees under the Honeywell Retirement Benefit Plan without regard
to the limitation on benefits imposed by section 415 of the Code. On July 1,
1989, Honeywell established the Honeywell Supplementary Executive Retirement
Plan For Compensation In Excess Of $200,000 for the purpose of providing the
full benefits promised to employees under the Honeywell Retirement Benefit Plan
without regard to the limitation on compensation imposed by section 401(a)(17)
of the Code. On January 1, 1985, Honeywell established the Honeywell
Supplementary Retirement Plan For CECP Participants for the purpose of providing
the full benefits promised to employees under the Honeywell Retirement Benefit
Plan without regard to the exclusion from earnings of deferred incentive awards
paid under the Honeywell Corporate Executive Compensation Plan (collectively,
"the SERPs").
Each of the SERPs was amended and restated effective September 20, 1994. The
SERPs were amended, completely restated and consolidated into one plan and
completely superseded each Prior Plan Statement effective for persons retiring
on or after January 1, 1998. The consolidated plan was designated as the
Honeywell Supplemental Defined Benefit Retirement Plan (the "Plan"). Honeywell
Inc. became a wholly owned subsidiary of Honeywell International Inc. on
December 4, 1999. Effective April 1, 2000, the Plan has been amended principally
to recognize employee deferrals under the Honeywell International Inc.
Supplemental Savings Plans as "earnings" under the Plan. The Plan is intended to
be, in part, an unfunded excess benefit plan within the meaning of section 3(36)
ERISA and, in part, an unfunded plan maintained primarily for
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the purpose of providing deferred compensation for a select group of management
or highly compensated employees as provided in sections 201(2), 301(3) and
401(a)(1) of ERISA (except as otherwise provided in Table III).
1.2. Definitions. When used herein with initial capital letters, the following
words have the following meanings:
1.2.1. Base Plan - the portion of the tax-qualified Honeywell International
Inc. Retirement Earnings Plan providing pension benefits to employees under
the Honeywell Retirement Benefit Plan formula and provisions set forth in
the applicable Appendix to the Honeywell International Inc. Retirement
Earnings Plan as the same is existing and amended from time to time.
1.2.2. Benefit Starting Date - the date as of which a benefit is commenced
in the Base Plan.
1.2.3. Committee - the Management Development and Compensation Committee of
the Board of Directors of Honeywell International Inc. If no such committee
exists at any relevant time, the duties allocated to such committee under
this Plan shall be discharged by the Board of Directors of Honeywell or a
person or committee to whom such duties may be delegated by the Board of
Directors.
1.2.4. Effective Date - December 4, 1999 (except that provisions of the
Plan relating to the funding of benefits as provided in Table III shall be
effective December 20, 2000).
1.2.5. Employer - Honeywell Inc., any successor to Honeywell Inc., and any
business entity that, with the approval of Honeywell adopts the Plan.
1.2.6. Participant - an employee of the Employer who becomes a Participant
in the Plan in accordance with the provisions of Section 2 (or any
comparable provision of the Prior Plan Statements).
1.2.7. Plan - this excess benefit and nonqualified deferred compensation
plan of the Employer established for the benefit of employees eligible to
participate therein, as first set forth in the Prior Plan Statements and as
amended and restated in this Plan Statement. (As used herein, "Plan" refers
to the legal entity established by the Employer and not to the documents
pursuant to which the Plan is maintained. Those documents are referred to
herein as the "Prior Plan Statement" and the "Plan Statement.") The Plan
shall be referred to as the Honeywell Supplemental Defined Benefit
Retirement Plan.
1.2.8. Plan Statement - this document entitled "Honeywell Supplemental
Defined Benefit Retirement Plan (December 31, 2000 Restatement)," as
adopted by Honeywell effective as of December 4, 1999, as the same may be
amended from time to time thereafter.
1.2.9. Plan Year - the twelve-(12) month period ending on December 31.
1.2.10 Prior Plan Statements - the series of documents pursuant to which
components of this Plan were established and operated thereafter until
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December 4, 1999.
1.2.11 Supplemental Savings Plan - the Supplemental Non-Qualified Savings
Plan for Highly Compensated Employees of Honeywell International Inc. and
its Subsidiaries.
1.3. Rules of Interpretation. Whenever appropriate, words used herein in the
singular may be read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine; and the words
"hereof," "herein" or "hereunder" or other similar compounds of the word "here"
shall mean and refer to the entire Plan Statement and not to any particular
paragraph or Section of this Plan Statement unless the context clearly indicates
to the contrary. The titles given to the various Sections of this Plan Statement
are inserted for convenience of reference only and are not part of this Plan
Statement, and they shall not be considered in determining the purpose, meaning
or intent of any provision hereof. Any reference in this Plan Statement to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation. This
instrument has been executed and delivered in the State of New Jersey and has
been drawn in conformity to the laws of that State and shall, except to the
extent that federal law is controlling and except for its law respecting choice
of law, be construed and enforced in accordance with the laws of the State of
New Jersey.
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SECTION 2
ELIGIBILITY AND PARTICIPATION
2.1. Participation. An employee is eligible to participate in and receive
benefits under this Plan if the employee satisfies the requirements of either
Section 2.1.1 or Section 2.1.2:
2.1.1. General Participation Requirements. The employee (a) (i) is eligible
to commence a normal or early retirement benefit under the Base Plan when
employment terminates, (ii) dies while still actively employed by Honeywell
with a vested benefit in the Base Plan, (iii) has been granted a vested
benefit in this Plan, or (iv) has been specifically selected by the
Committee to participate in this Plan; and
(b) has a benefit in the Base Plan that is reduced on account of (i)
the benefit limitation under section 415 of the Code or (ii) the
compensation limitation under section 401(a)(17) of the Code or (iii) the
provision in the Base Plan excluding from earnings (A) any deferred
incentive awards paid under the Honeywell Corporate Executive Compensation
Plan or the AlliedSignal Inc. Incentive Compensation Plan for Executive
Employees (or any successor plans), or (B) any deferrals by the employee
under the Supplemental Savings Plan.
2.1.2. Minimum Benefit Participation Requirements. The employee fails to
satisfy the general participation requirements of Section 2.1.1 and has a
benefit in the Base Plan that, after excluding from earnings any deferred
incentive awards paid under the Honeywell Corporate Executive Compensation
Plan, the AlliedSignal Inc. Incentive Compensation Plan for Executive
Employees (or any successor plans) and application of the benefit
limitation under section 415 of the Code and the compensation limitation of
section 401(a)(17) of the Code, is reduced solely on account of the
exclusion under the Base Plan of any deferrals by the employee under the
Supplemental Savings Plan.
2.2. Exclusions. The following employees shall be excluded from participation in
the Plan:
2.2.1 Non-Members of a Select Group of Management or Highly Compensated
Employees. Notwithstanding anything to the contrary in this Plan or in any
written communication, summary, resolution or document or oral
communication, unless an individual is a member of a select group of
management or highly compensated employees (as that expression is used in
ERISA), the individual shall not be a Participant in this Plan, develop
benefits under this Plan or be entitled to receive benefits under this Plan
(either for the Participant or the Participant's survivors) except to the
extent that the individual's benefits in Base Plan are reduced on account
of Code section 415 limits.
If a court of competent jurisdiction, any representative of the U.S.
Department of Labor or any other governmental, regulatory or similar body
makes any direct or indirect, formal or informal, determination that an
individual is not a member of a select group of management or highly
compensated employees (as that expression is used in ERISA), such
individual shall not be (and shall not have ever been) a Participant in
this Plan at any time except to the extent that the individual's benefits
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in Base Plan are reduced on account of Code section 415 limits. If any
person not so defined has been erroneously treated as a Participant in this
Plan, upon discovery of such error such person's erroneous participation
shall immediately terminate ab initio and upon demand such person shall be
obligated to reimburse Honeywell for all amounts erroneously paid to him or
her.
2.2.2 Participants in the Honeywell International Inc. Supplemental Pension
Plan. An employee entitled to a supplemental benefit under the Honeywell
International Inc. Supplemental Pension Plan shall not be a Participant in
this Plan and shall not be entitled to any benefit under this Plan.
2.3. Duration. Any employee who has become a Participant in this Plan shall
continue as a Participant until all benefits due under this Plan have been paid
(or forfeited) without regard to whether he or she continues as a participant in
the Base Plan.
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SECTlON 3
BENEFITS
3.1. Participant Benefits.
3.1.1 Basic Benefit. Commencing as of the Benefit Starting Date a
Participant satisfying the participation requirements of Section 2.1.1
shall receive a benefit in this Plan which shall be the excess, if any, of:
(a) the amount that would be payable under the formula and rules of
the Base Plan (as the Base Plan exists on the date as of which
such amount is determined) if determined:
(i) without regard to the benefit limitation under section 415
of the of the Code, and
(ii) without regard to the compensation limitation under section
401(a)(17) of the Code, and
(iii) without regard to the exclusion from the definition of
Earnings under the Base Plan of deferred incentive payments
under Honeywell Corporate Executive Compensation Plan, the
AlliedSignal Inc. Incentive Compensation Plan for Executive
Employees (or any successor plans) or employee deferrals
under the Supplemental Savings Plan, over
(b) the amount actually paid from the Base Plan.
3.1.2 Minimum Benefit. A Participant who only satisfies the participation
requirements of Section 2.1.2 shall receive a benefit in this Plan
commencing as of the Benefit Commencement Date which shall be the excess,
if any, of:
(a) the amount that would be payable under the formula and rules of
the Base Plan (as the Base Plan exists on the date as of which such
amount is determined, including, without limitation, the provisions
excluding from earnings any deferred incentive awards paid under the
Honeywell Corporate Executive Compensation Plan, the AlliedSignal Inc.
Incentive Compensation Plan for Executive Employees (or any successor
plans), and the application of the benefit limitation under section
415 of the Code and the compensation limitation of section 401(a)(17)
of the Code) if determined without regard to the exclusion from the
definition of Earnings under the Base Plan of any deferrals by the
Participant under the Supplemental Savings Plan, over
(b) the amount actually paid from the Base Plan.
3.1.3 Limitation on Benefits. A Participant's benefit in this Plan may be
limited in the manner and to the extent to which the Participant has agreed
in
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writing. A Participant satisfying the eligibility requirements of the
Honeywell International Inc. Supplemental Pension Plan shall not be
eligible for any benefits under this Plan.
3.2. Survivor Benefit
3.2.1. Death Before Benefits Commence. If a Participant dies before the
commencement of benefit payments from this Plan, satisfies the eligibility
requirements of Section 2.1.1 or 2.1.2 on the date of death, and is
eligible for a pre-retirement survivor benefit in the Base Plan, a benefit
shall be payable to the Participant's survivor commencing as of the last
day of the month of the Participant's death or, if later, the last day of
the month of the Participant's earliest Benefit Starting Date. The survivor
shall be the individual, if any, that is entitled to the preretirement
survivor benefit in the Base Plan. The benefit shall be the amount the
survivor would have received under this Plan if the Participant had
terminated employment on the day before death, had commenced benefit
payments on the last day of the month of death or, if later, the last day
of the month of the Participant's earliest Benefit Starting Date in the
same form as the preretirement survivor benefit that is payable under the
Base Plan, and had died immediately thereafter.
3.2.2. Death After Benefits Commence. If a Participant dies after the
commencement of benefit payments from this Plan, the benefit payable shall
be unpaid installments of annuity, if any, which are to be continued for a
joint annuitant or beneficiary under the form of payment elected by the
Participant under Section 4.
3.3. Special 1993 Vesting. As specified in the Prior Plan Statement, accrued
benefits were determined and vested for certain employees as of specified dates
in 1993 and, to the extent a vested benefit was attributable to service after
December 31, 1983, but before January 1, 1994, the present value of that benefit
was treated as "wages" for such employee for purposes of the Federal Insurance
Contribution Act (FICA) and the Federal Unemployment Act (FUTA). The amount of
the vested benefit of individuals who were named in the Prior Plan Statement and
have not commenced benefits in the Plan as of the Effective Date are specified
on Table II.
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SECTION 4
DISTRIBUTIONS
4.1. Forms of Payment. Except as provided in Section 4.2 below, the payment
forms available to a Participant shall be a 100% Joint and Survivor Annuity, a
50% Joint and Survivor Annuity, a Single Life Annuity, and a 10 Year Period
Certain and Life Annuity, as those payment forms are defined in the Base Plan,
with the designation of joint annuitant or beneficiary that is effective for the
Participant in the Base Plan. The Participant's election of a payment form and
designation of a joint annuitant or beneficiary shall be made in the form and
manner prescribed by the Committee and may be revoked by the Participant at any
time prior to the Benefit Starting Date. A Participant who is married on the
Benefit Starting Date must obtain the written consent of the Participant's
spouse in the form and manner prescribed by the Committee to the election of any
form other than a 100% Joint and Survivor Annuity with the Participant's spouse
designated as the joint annuitant.
4.2. Lump Sum Payment.
4.2.1. Election and Amount. A Participant may receive payment of benefits
in the form of a single lump sum if the Participant makes an irrevocable
election in the form and manner prescribed by the Committee. If the
Participant is married when the election is made, the Participant's spouse
must consent to the election in writing and acknowledge the effect of such
election. An election shall not be considered made until it is actually
received by the Committee and unless such actual receipt occurs prior to
the Participant's death. The amount of the lump sum payment shall be the
present value of the Participant's benefit determined under Section 3.1
using the interest rate and mortality assumptions set forth in Table I and
if the election is made less than thirteen (13) months before the
Participant's termination of employment for reasons other than death, the
lump sum payment shall be reduced by 10% which shall be forfeited.
4.2.2. Death Within 13 Month Period. If a Participant dies less than
thirteen (13) months after making an election to receive a lump sum
payment, payment to the Participant's survivor shall be made in the form of
a single lump sum. The amount of the lump sum payment shall be the present
value of the survivor's benefit determined under Section 3.2.1 using the
interest rate and mortality assumptions set forth in Table I.
4.2.3. Acceleration of Benefits with Forfeiture. A Participant, survivor,
joint annuitant or beneficiary who is receiving benefit payments under this
Plan may at any time eject to receive the remaining benefit in a lump sum
payment. The amount of the lump sum shall be the present value of the
remaining benefit determined as of the last day of the month in which the
election is received by the Committee using the interest rate and mortality
assumptions set forth on Table I less 10% which shall be forfeited.
4.3. Timing. Actual distribution of benefits from the Plan shall begin on or as
soon as administratively feasible after the last day of the month in which the
Benefit Starting Date occurs; provided however that lump sum payments pursuant
to an election under
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Section 4.2.3 shall be made on or as soon as administratively feasible after the
last day of the month following the month in which the request to accelerate
benefits is received by the Committee, and lump sum payments pursuant to Section
6.1 shall be made as soon as administratively feasible after the Plan
termination.
4.4. Change in Control.
4.4.1. Immediate Vesting. In the event of a Change in Control as defined in
this Section, each employee who satisfies the eligibility requirements of
Section 2.1.1 on the day before the Change in Control shall be immediately
and fully vested in the benefit that would have been payable if the
employee had terminated employment on the day before the Change in Control
and in any additional benefit the employee accrues in this Plan following
the Change in Control.
4.4.2. Definition. For all purposes of this Plan, a "Change in Control"
shall have occurred if:
(a) any "person" as such term is used in section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than Honeywell Inc., any subsidiary of Honeywell Inc., any
"person" (as herein defined) acting on behalf of Honeywell Inc. as
underwriter pursuant to an offering who is temporarily holding
securities in connection with such offering, any trustee or other
fiduciary holding securities under an employee benefit plan of
Honeywell Inc. or any corporation owned, directly or indirectly, by
the stockholders of Honeywell Inc. in substantially the same
proportions as their ownership of stock of Honeywell Inc.), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, or securities of Honeywell Inc.
representing thirty percent (30%) or more of the combined voting power
of Honeywell Inc.'s then outstanding securities;
(b) during any period of not more than two consecutive years (not
including any period prior to the Effective Date), individuals who at
the beginning of such period constitute the Board of Directors of
Honeywell Inc., and any new director (other than a director designated
by a "person" who has entered into an agreement with Honeywell Inc. to
effect a transaction described in Section 4.4.2 (a), (c) or (d)) whose
election by the Board of Directors of Honeywell Inc. or nomination for
election by Honeywell Inc.'s stockholders was approved by a vote of at
least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof;
(c) the stockholders of Honeywell Inc. approve a merger or
consolidation of Honeywell Inc. with any other corporation, other than
(i) a merger or consolidate which would result in the voting
securities of Honeywell Inc. outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into
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voting securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of
Honeywell Inc. or such surviving entity outstanding immediately after
such merger or consolidation; or (ii) a merger or consolidation
effected to implement a capitalization of Honeywell Inc. (or similar
transaction) in which no "person" (as hereinabove defined) acquires
more than thirty percent (30%) of the combined voting power of
Honeywell Inc.'s then outstanding securities; or
(d) the stockholders of Honeywell Inc. approve a plan of complete
liquidation of Honeywell Inc. or an agreement for the sale or
disposition of Honeywell International Inc. of all or substantially
all of Honeywell Inc.'s assets (or any transaction having a similar
effect).
4.5. Taxes. AIl taxes which may be due with respect to any payments or benefits
under this Plan are the obligation of the Participant and not the obligation of
the Employer. Notwithstanding any provision in this Plan to the contrary, if all
or a portion of a benefit in this Plan is determined to be includable in an
individuaI's gross income and subject to income tax at any time prior to the
time such benefit would otherwise be paid, that benefit or that portion of a
benefit shall be distributed to the individual. For this purpose, an amount is
determined to be includable in an individual's gross income upon the earliest
of: (a) a final determination by the Internal Revenue Service addressed to the
individual which is not appealed, (b) a final determination of by the United
States Tax Court or any other federal court affirming an IRS determination, or
(c) an opinion addressed to Honeywell International Inc. by the tax counsel for
Honeywell that, by reason of the Code, Treasury Regulations, published IRS
rulings, court decisions or other substantial precedent, the amount is subject
to federal income tax prior to payment. Notwithstanding the preceding provisions
of this Section 4.5, in the event that the Employer funds all or part of the
benefits of any Participant as permitted in Section 5.1, (x) that benefit or
portion of the benefit so funded shall not be distributed to that Participant if
such Participant and the amount of such Participant's benefit so funded is set
forth in Table III, and (y) the Committee shall provide for the distribution of
benefits in accordance with Section 4 and applicable law.
4.6. Incompetency. When the Committee determines that an individual to whom
benefits are payable is unable to manage his or her financial affairs, the
Committee may pay such individual's benefits to a duly appointed conservator or
other legal representative of such individual or, if no prior claim has been
made by such a conservator or legal representative, to a person or institution
entrusted with the care or maintenance of the incompetent or disabled individual
if the Committee is satisfied that the payments will be used for the best
interest of such individual. Any payment made in accordance with this Section
shall constitute a complete discharge or any liability or obligation of the
Employer and Plan.
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SECTION 5
GENERAL MATTERS
5.1. Funding. All benefits under this Plan shall be paid exclusively from the
general assets of Honeywell. No fund or trust shall be established apart from
the general assets of Honeywell for the purpose of this Plan and no assets or
property shall be segregated, pledged or set apart from the general assets of
Honeywell for the purposes of funding this Plan. Any person entitled to benefits
under this Plan shall be a general, unsecured creditor of Honeywell. The
foregoing shall not preclude the establishment by Honeywell of a "rabbi trust".
Notwithstanding the preceding paragraph, the Committee is authorized (but not
required) to cause Honeywell to fund all or a part of the benefits for such
Participant or Participants as it may select in its sole discretion from time to
time. The Committee is authorized to select, appoint and remove trustees, to
enter into, amend and terminate trust agreements, to create trust funds, to
cause Honeywell to make contributions to such trust funds in such amounts as the
Committee may determine from time to time and to take all other actions that it
may determine to be necessary or helpful in implementing the funding.
5.2. Status of Participant. A Participant shall have no right, title, or
interest in or to any investments which Honeywell may make to aid it in meeting
the obligations of this Plan. Nothing contained in this Plan, and no action
taken pursuant to its provisions shall create or be construed to create a trust
of any kind, or a fiduciary relationship between Honeywell and a Participant or
any beneficiary. Except to the extent benefits are funded for any Participant as
set forth in Table III, to the extent that any person acquires a right to
receive payments from Honeywell, such right shall be no greater than the right
of an unsecured creditor. The assets of any benefits funded for any Participant
as set forth in Section 5.1 and Table III shall not be assets of Honeywell or
any Employer and shall not be subject to the claims of any creditor of Honeywell
or any Employer.
5.3. Spendthrift Provision. No Participant, surviving spouse, joint annuitant or
beneficiary shall have the power to transmit, assign, alienate, dispose of,
pledge or encumber any benefit payable under this Plan before its actual payment
to such person. Honeywell shall not recognize any such effort to convey any
interest under this Plan. No benefit payable under this Plan shall be subject to
attachment, garnishment, execution following judgment or other legal process
before actual payment to such person.
5.4. No Employment Contract. This Plan shall not give any employee the right to
be retained in the employment of the Employer, shall not enlarge or diminish any
person's employment rights or rights or obligations under the Base Plan, and
shall not affect the right of the Employer to deal with any employees or
participants in employment respects, including, without limitation, their
hiring, discharge, compensation, and conditions of employment.
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SECTION 6
AMENDMENT AND TERMINATION
6.1. Amendment. The Committee (or its delegate) shall have the right to amend or
terminate the PIan at any time, for any reason and without notice to any
affected person; provided, however, that, except with respect to automatic lump
sum payments and interest rate assumptions or as otherwise agreed to by the
Participant, the Plan may not be amended in any manner that would adversely
affect the benefit which would have been payable to an employee if the employee
had terminated employment on the day before the amendment or that would reduce
the benefit that is being paid to any person at the time of the amendment. If
this Plan is terminated, each employee who satisfies the eligibility
requirements of Section 2 on the date the Plan is terminated and each
Participant, joint annuitant or beneficiary who is receiving benefits under this
Plan shall receive a lump sum payment of the accrued benefit or remaining
benefit, as applicable, in this Plan as soon as administratively feasible after
such Plan termination. The lump sum shall be the present value of the person's
accrued benefit or remaining benefit as of the date the Plan is terminated using
the interest rate and mortality assumptions set forth in Table I.
6.2. Change in Control. Notwithstanding Section 6.1, for a period that begins on
the date of a Change in Control (as defined in Section 4) and ends on the last
day of the thirty-sixth month that begins after the month in which the Change in
Control occurs, the Plan may not be terminated or amended in any manner
whatsoever that would adversely affect the amount and form of benefits payable
under this Plan to an employee without the employee's consent.
6.3. Amendments to Base Plan. It is specifically contemplated that the Base Plan
will, from time to time, be amended and possibly terminated. All such amendments
and termination shall be given effect under this Plan as it is expressly
intended that this Plan shall not be restricted by the provisions of the Base
Plan as they exist on the Effective Date but shall be controlled by the
provisions of the Base Plan as of the date a benefit is determined under this
Plan.
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<PAGE>
SECTION 7
DETERMINATIONS AND CLAIMS
7.1. Determinations. The Committee or any person to whom such authority has been
delegated pursuant to Section 8 shall interpret and administer the terms and
conditions of the Plan, decide all questions concerning the eligibility of any
persons to participate in the Plan, grant or deny benefits under the Plan,
construe any ambiguous provision of the Plan, correct any defect, supply any
omission, or reconcile any inconsistency as the Personnel Committee or its
delegatee, in its sole discretion, may determine. The determinations of the
Personnel Committee or any authorized person shall, subject only to the Plan's
claims procedures, be final and binding on all persons.
7.2. Claims Procedure.
7.2.1. Original Claim. Any employee, former employee, joint or contingent
annuitant or beneficiary of the Participant may file with the Committee a
written claim for benefits under this Plan. Within sixty (60) days after
the filing of such a claim, the Committee shall notify the claimant in
writing whether his claim is upheld or denied in whole or in part or shall
furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more
than one hundred twenty days from the date the claim was filed) to reach a
decision on the claim. If the claim is denied in whole or in part, the
Committee shall state in writing:
(a) the specific reasons for the denial;
(b) the specific references to the pertinent provisions of this Plan
on which the denial is based;
(c) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why
such material or information is necessary; and
(d) an explanation of the claims review procedure set forth in this
section.
7.2.2. Claims Review Procedure. Within sixty (60) days after receipt of
notice that his or her claim has been denied in whole or in part, the
claimant may file with the Committee a written request for a review and
may, in conjunction therewith, submit written issues and comments. Within
sixty (60) days after the filing of such a request for review, the
Committee shall notify the claimant in writing whether, upon review, the
claim was upheld or denied in whole or in part or shall furnish the
claimant a written notice describing specific special circumstances
requiring a specified amount of additional time (but not more than one
hundred twenty days from the date the request for review was filed) to
reach a decision on the request for review.
13
<PAGE>
7.2.3. General Rules.
(a) No inquiry or question shall be deemed to be a claim or a
request for a review of a denied claim unless made in accordance
with the claims procedure. The Committee may require that any
claim for benefits and any request for a review of a denied claim
be filed on forms to be furnished by the Committee upon request.
(b) All decision on claims and on requests for a review of denied
claims shall be made by the Committee.
(c) The Committee may, in its discretion, hold one or more
hearings on a claim or a request for a review of a denied claim.
(d) Claimants may be represented by a lawyer or other
representative (at their own expense), but the Committee reserves
the right to require the claimant to furnish written
authorization. A claimant's representative shall be entitled to
receive copies of notices sent to the claimant.
(e) The decision of the Committee on a claim and on a request for
a review of a denied claim shall be served on the claimant in
writing. If a decision or notice is not received by a claimant
within the time specified, the claim or request for a review of a
denied claim shall be deemed to have been denied.
(f) Prior to filing a claim or a request for a review of a denied
claim, the claimant or his representative shall have a reasonable
opportunity to review a copy of this Plan statement and all other
pertinent documents in the possession of Honeywell and the
Committee.
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<PAGE>
SECTION 8
PLAN ADMINISTRATION
8.1. Employer. Functions generally assigned to the Employer shall be discharged
by the officers of Honeywell or delegated and allocated as provided herein.
Honeywell may by action of the Committee, delegate or re-delegate and allocate
and reallocate to one or more persons or to a committee of persons jointly or
severally, and whether or not such persons are directors, officers or employees,
such functions assigned to the Employer hereunder as it may from time to time
deem advisable.
8.2. Committee. The general administration and operation of this Plan shall be
by the Committee, which shall consist of such members as may be determined and
appointed from time to time by the Honeywell's Board of Directors, and who shall
serve at the pleasure of the Board of Directors. The Committee may delegate or
re-delegate to one or more persons, jointly or severally, and whether or not
such persons are members of the Committee or employees of Honeywell, such
functions assigned to the Committee hereunder as it may from time to time deem
advisable.
8.3. Method of Executing Instruments. Information to be supplied or written
notices to be made or consents to be given by the Employer or the Committee, as
applicable, pursuant to any provision of this Plan may be signed in the name of
the Employer or the Committee by any officer or by any employee or any member of
any committee who has been authorized to make such certification and to give
such notices or consents.
8.4. Conflict of Interest. If any officer or employee of Honeywell, any member
of the Board of Directors of Honeywell or any member of the Committee to whom
authority has been delegated or re-delegated hereunder shall also be a
Participant in this Plan, he or she shall have no authority as such officer,
employee or member with respect to any matter specially affecting his or her
individual interest hereunder (as distinguished from the interests of all
Participants and or a broad class of Participants), all such authority being
reserved exclusively to the other officers, employees or members, as the case
may be, to the exclusion of such Participant, and such Participant shall act
only in his or her individual capacity in connection with any such matter.
8.5. Plan Administrator. The Committee shall be the administrator for purposes
of section 3(16)(A) of ERISA.
8.6. Construction. This Plan is intended to be a nonqualified deferred
compensation arrangement. The rules of section 401(a) et. seq. of the Code shall
not apply to this Plan. This plan is adopted with the understanding that except
as set forth in Table III it is in part an unfunded excess benefit plan within
the meaning of section 3(36) ERISA and is in part an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of
15
<PAGE>
management or highly compensated employees as provided in sections 201(2),
301(3) and 401(a)(1) of ERISA. Each provision hereof shall be interpreted and
administered accordingly. This Plan shall not provide any benefits with respect
to any defined contribution plan. This Plan shall be construed to prevent the
duplication of benefits provided under any other plan or arrangement, whether
qualified or nonqualified, funded or unfunded, to the extent that such other
benefits are provided directly or indirectly by Honeywell.
16
<PAGE>
TABLE I
ACTUARIAL ASSUMPTIONS FOR LUMP SUM PAYMENTS
Interest: 8 1/2 % per annum discount rate
Mortality: 1983 Group Annuity Mortality Table for Healthy Males
17
<PAGE>
TABLE II
VESTED ACCRUED BENEFITS
For purposes of Section 3.3, the accrued benefits of the following individuals
are vested to the extent shown below:
<TABLE>
<CAPTION>
NAME LIFE ANNUITY
---- ------------
<S> <C>
Bonsignore, Michael R. $12,338.72 per month payable at age 66
_________________. $ _______ per month payable at age 66
</TABLE>
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<PAGE>
TABLE III
FUNDED BENEFITS
FOR DESIGNATED PARTICIPANTS
The following Participants shall have the designated portion of their Plan
benefits funded and exempt from the claims of creditors of Honeywell and any
Employer as permitted in Section 5.1 and Section 5.2:
<TABLE>
<CAPTION>
Lump Sum Value
Name of Funded Benefit Date Benefit Funded
---- ----------------- -------------------
<S> <C> <C>
Michael R. Bonsignore $ 4,000,000 December 28, 2000
</TABLE>
The Committee (or its delegate) may determine that the portion of the Plan
providing funded benefits to Participants designated on this Table III shall be
separated from the remaining portion of this Plan as of December 20, 2000 (or
such later date as may be established by the Committee) and shall thereafter
constitute a separate plan, program or arrangement with terms and provisions
identical to this Plan. Benefits under such separate plan, program or
arrangement and this Plan shall be calculated to avoid duplication or omission
of benefits.
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