Honeywell 2002 Annual Report Download - page 191

Section 4999 of the Code) is determined to be an "excess parachute payment"
within the meaning of Section 280G or any successor or substitute provision of
the Code, with the effect that either the Participant is liable for the
payment of the tax described in Section 4999 or any successor or substitute
provision of the Code (hereafter the "Section 4999 tax") or Honeywell
International Inc. has withheld the amount of the Section 4999 tax, an
additional benefit shall be paid pursuant to this Plan to such affected
Participant, in an amount, which when added to all payments constituting
"parachute payments" for purposes of Section 280G or any successor or
substitute provision of the Code, is sufficient to cause the remainder of (i)
the sum of the "parachute payments", including any payments made pursuant to
this subparagraph D), less (ii) the amount of all state, local and federal
income taxes and the Section 4999 tax attributable to such payments and
penalties and interest on any amount of Section 4999 tax, other than penalties
and interest on any amount of Section 4999 tax with respect to which such
payment was paid to the Participant on or before the due date of the
Participant's federal income tax return on which such Section 4999 tax should
have been paid, to be equal to the remainder of (iii) sum of the "parachute
payments", excluding any payments made pursuant to this subparagraph D), less
(iv) the amount of all state, local and federal income taxes attributable to
such payments determined as though the Section 4999 tax and penalties and
interest on any amount of Section 4999 tax, other than penalties and interest on
any amount of Section 4999 tax with respect to which a payment made pursuant to
this subparagraph D) was paid to the Participant on or before the due date of
the Participant's federal income tax return on which such Section 4999 tax
should have been paid, did not apply.
4.3 Benefit Limitations
Subject to Section 14.3, to avoid duplication of benefits, the amount of any
similar benefits under this Plan shall be offset and reduced by the amount of
any similar benefit provided the Participant under other severance plans
sponsored by Honeywell International Inc. for which the Participant may be
eligible, regardless of whether the payments under this Plan are made at an
earlier or a later date than payments under a similar plan would have been made.
In addition, notwithstanding any plan provisions to the contrary, to the extent
a Participant who was a former employee of Honeywell Inc. would be eligible for
benefits under both this Plan and another severance plan sponsored by Honeywell
Inc., such Participant shall only be entitled to benefits under this Plan to the
extent such
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