Honeywell 2002 Annual Report Download - page 187

Change in Control, either direct or through one or more other employees, to
one of the then Senior Vice Presidents of Honeywell International Inc., (ii)
prior to a Change in Control, held a position similar to a position which on
April 1, 1999 had a reporting relationship, either direct or indirect or
through one or more other employees, to one of the then Senior Vice Presidents
of Honeywell International Inc., or (iii) reported prior or subsequent to a
Change in Control directly to the Chairman and Chief Executive Officer of
Honeywell International Inc. For purposes of subsection (a) above, an employee
(x) whose work is not primarily associated with business operations or
supportive of one or more particular businesses, (y) who is a functional
leader, and (z) who has corporate-wide strategic responsibilities or whose
role is to coordinate cross-business unit functions (whether or not located in
the United States), as well as such employee's direct reports, shall be
considered a Corporate Staff Employee. The Plan Administrator's final
determination as to whether an employee satisfies the definition of Corporate
Staff Employee shall be deemed to be conclusive and binding. Corporate Staff
Employee shall not include any 1988 Plan Employee.
2.10 ERISA - means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
2.11 Gross Cause - means fraud, misappropriation of Honeywell International Inc.
property or intentional misconduct damaging to such property or business of
Honeywell International Inc., or the commission of a crime.
2.12 Hour of Service - means each hour for which a Participant is directly or
indirectly paid by Honeywell International Inc., a predecessor of Honeywell
International Inc. or an Affiliated Company for performance of duties and for
reasons other than performance of duties and includes regular time, overtime,
vacations, holidays, sickness, disability, paid layoff, and similar paid
periods. Hours of Service shall be computed and credited in accordance with
Department of Labor Regulation Section 2530.200b-2(b) and (c), as amended from
time to time.
Involuntary Termination - means (a) termination by Honeywell International Inc.
of the Participant's employment during the Protected Period, other than upon
mandatory retirement in compliance with applicable law, death or for Gross
Cause, or (b) termination of employment by a Participant during the Protected
Period following (i) a reduction in the Participant's Pay or employee benefits
other than a reduction which is generally applicable to all salaried and
non-union hourly employees of Honeywell International Inc., (ii) permanent
elimination of the Participant's position, not including transfer pursuant to
the sale of a facility or line of business in which the Participant is offered
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