Honeywell 2002 Annual Report Download - page 193

Change in Control, (b) Honeywell International Inc. or any person or group
publicly announces an intention to take or to consider taking actions which,
if consummated, would constitute a Change in Control, (c) any person or group
(other than Honeywell International Inc., any Affiliated Company or any
savings, pension or other benefit plan for the benefit of employees of
Honeywell International Inc. or its Affiliated Companies) becomes the
beneficial owner, directly or indirectly, of securities of Honeywell
International Inc. representing 15% or more of either the then outstanding
shares of common stock of Honeywell International Inc. or the combined voting
power of Honeywell International Inc.'s then outstanding securities (not
including in the securities beneficially owned by such person or group any
securities acquired directly from Honeywell International Inc. or its
Affiliated Companies), or (d) the Board of Directors of Honeywell International
Inc. adopts a resolution to the effect that, for purposes of the Plan, a
Potential Change in Control Period has commenced. The Potential Change in
Control Period shall continue until the earlier of (i) the occurrence of a
Change in Control, or (ii) the adoption by the Board of Directors of a
resolution stating that, for purposes of the Plan, the Potential Change in
Control Period has expired.
ARTICLE V
ADMINISTRATION
5.1 Plan Administrator
Prior to the occurrence of a Change in Control, the Senior Vice President-Human
Resources and Communications of Honeywell International Inc. shall be the Plan
Administrator within the meaning of ERISA Section 3(16)(A), and the named
fiduciary within the meaning of ERISA Section 402. During a Potential Change in
Control Period, Honeywell International Inc.'s Senior Vice President-Human
Resources and Communications shall appoint a person independent of Honeywell
International Inc. or persons operating under its control or on its behalf
(hereafter, the "Corporation") to be the new Plan Administrator effective upon
the occurrence of a Change in Control and the Senior Vice President-Human
Resources and Communications shall immediately provide to the new Plan
Administrator such information with respect to each Participant as shall be
necessary to enable the new Plan Administrator to determine the amount of any
benefit which is then or may thereafter become payable to such Participant.
Honeywell International Inc. shall pay the new Plan Administrator reasonable
compensation for services rendered and shall reimburse such new Plan
Administrator for all reasonable expenses incurred in discharging his duties
hereunder.
-10-