Honeywell 2002 Annual Report Download - page 192

Participant waives his or her rights to benefits under such other severance
plan.
4.4 Incentive Compensation During Notice and Vacation
In the event of the Involuntary Termination of a Participant's employment during
the Protected Period, the Participant shall be paid an additional amount, with
respect to any notice period (whether provided under this Plan or pursuant to
applicable law and whether working or non-working) ("Notice Period"), if any,
and any periods of accrued and unused vacation time (not including any
'grandfathered' transitional vacation credited to a Participant, but including
any vacation deemed to be accrued by the Participant with respect to the
Participant's severance pay period) ("Vacation Period"), equal to the product of
(a) such Participant's Annual Incentive Compensation, and (b) a fraction, the
numerator of which is the sum of the number of days in the Participant's Notice
Period and Vacation Period, and the denominator of which is 365. Any amounts
paid pursuant to this Section 4.4 shall be paid in accordance with the
Participant's normal payroll period.
4.5 Potential Change in Control Period
In the event a Potential Participant is involuntarily terminated by Honeywell
International Inc. (i) during a Potential Change in Control Period, and (ii)
under circumstances described in clause (a) of Section 2.13 that are related to
the Potential Change in Control, the Plan Administrator may, in his sole and
absolute discretion, provide that following the consummation of the Change in
Control to which the Potential Change in Control relates, severance benefits
payable to such Potential Participants under the severance pay plan then in
effect with respect to such individual (the "Base Severance Amount") shall be
supplemented by an amount equal to the difference between such Base Severance
Amount and the benefits including, without limitation, the special vesting and
pension enhancement provisions of Section 4.2(C) that would have been provided
under this Plan had a Change in Control occurred immediately prior to such
involuntary termination.
For purposes of this Section 4.5, "Potential Participant" means an employee who
would satisfy the definition of Participant if a Change in Control had occurred
at the beginning of the Potential Change in Control Period.
For purposes of this Section 4.5, a "Potential Change in Control Period" shall
commence when (a) Honeywell International Inc. enters into an agreement, the
consummation of which would result in the occurrence of a
-9-