Honeywell 2002 Annual Report Download - page 188

substantially comparable employment with the new employer, (iii) in the case of
a Band 5 or above Participant or a Participant who met the definition of
Corporate Staff Employee immediately prior to the December 20, 2001 amendment
and restatement of the Plan, a material change in one or more of the following
factors: the Participant's position, function, responsibilities or reporting
level or in the standard of performance required of the Participant, as
determined immediately prior to a Change in Control), (iv) any geographic
relocation of a Participant's position (as determined immediately prior to a
Change in Control) to a new location, or (v) an action by Honeywell
International Inc. that under applicable law constitutes constructive discharge.
In evaluating whether a Participant has incurred an Involuntary Termination
pursuant to subsection (b) above, the Plan Administrator shall consider the
specific facts and circumstances of each Participant's claim.
2.14 1988 Plan Employee - means an individual who (i) met the definition of
Corporate Staff Employee under the Plan immediately prior to its amendment and
restatement on April 1, 1999 (the "1988 Plan Definition"), (ii) who ceased to
meet the Plan's definition of Corporate Staff Employee solely by reason of the
April 1, 1999 amendment of such definition, and (iii) satisfies the 1988 Plan
Definition as of the Change in Control. 1988 Plan Employees shall have their
benefits, if any, determined solely with reference to the Plan as amended and
restated effective October 21, 1988, a copy of which is attached hereto as
Exhibit A.
2.15 Participant - means a Corporate Staff Employee and such other key
management personnel, and their direct reports, who (i) have corporate-wide
responsibilities; (ii) hold positions likely to be eliminated upon a Change in
Control and (iii) are designated as Plan Participants by the Senior Vice
President-Human Resources and Communications, in his sole discretion, based on
the relevant facts and circumstances; provided, however, that in no event shall
the number of such Participants designated by the Senior Vice President-Human
Resources and Communications increase the total number of Participants by more
than 5%.
2.16 Pay - means Base Salary and, as to a Participant employed in Band 5 or
above, Annual Incentive Compensation.
2.17 Plan - means the Honeywell International Inc. Severance Plan for Corporate
Staff Employees (Involuntary Termination Following a Change in Control).
2.18 Plan Administrator - means the person or entity identified in Section 5.01
to administer the terms and conditions of the Plan.
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