Honeywell 2002 Annual Report Download - page 186

salary being paid to the Participant on the day prior to a Change in Control.
2.5 Board of Directors - means the Board of Directors of Honeywell International
Inc.
2.6 Change in Control - is deemed to occur at the time (a) when any entity,
person or group (other than Honeywell International Inc., any subsidiary or any
savings, pension or other benefit plan for the benefit of employees of Honeywell
International Inc.) which theretofore beneficially owned less than 30% of the
Common Stock then outstanding acquires shares of Common Stock in a transaction
or series of transactions that results in such entity, person or group directly
or indirectly owning beneficially 30% or more of the outstanding Common Stock,
(b) of the purchase of shares of Common Stock pursuant to a tender offer or
exchange offer (other than any offer by Honeywell International Inc.) for all,
or any part of, the Common Stock, (c) of a merger in which Honeywell
International Inc. will not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or
substantially all of Honeywell International Inc.'s assets, (d) of a substantial
change in the composition of the Board of Directors during any period of two
consecutive years such that individuals who at the beginning of such period were
members of the Board of Directors cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
stockholders of Honeywell International Inc., of each new director was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period, or (e) of any transaction or other
event which the Management Development and Compensation Committee of the Board
of Directors, in its discretion, determines to be a change in control for
purposes of this Plan.
2.7 Code - means the Internal Revenue Code of 1986, as amended from time to
time.
2.8 Common Stock - means the Common Stock of Honeywell International Inc. or
such other stock into which the Common Stock may be changed as a result of
split-ups, recapitalizations, reclassifications and the like.
2.9 Corporate Staff Employee - means a salaried or non-union hourly employee of
Honeywell International Inc. employed in Career Bands 1 through 7 who, during a
Potential Change In Control Period and/or at the time of a Change in Control,
(a) is not associated with (i) an operating business of Honeywell International
Inc. or (ii) Business Services or any successor organization, and (b) (i) has a
reporting relationship, prior to a
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