Honeywell 2002 Annual Report Download - page 197

ARTICLE VIII
WITHHOLDING
8.1 The Corporation shall have the right to withhold any taxes required to be
withheld with respect to any payments due under this Plan.
ARTICLE IX
AMENDMENT OR TERMINATION
9.1 Plan Amendments
The Board of Directors reserves the right to amend the Plan from time to time
prior to a Change in Control. However, no amendment shall reduce any benefit
being paid or then payable to a Participant. Further, no amendment shall reduce
the benefits provided by the Plan to persons who were Participants as of the
date of such amendment or adversely affect in any manner the rights of persons
who were Participants as of the date of such amendment to benefits provided
under this Plan. This Plan may not be amended or terminated after a Change in
Control; provided, however, the Plan may be amended if the purpose of the
amendment is to increase benefits hereunder.
Notwithstanding anything in this Plan to the contrary, the Senior Vice
President-Human Resources and Communications shall be permitted to amend the
Plan to reflect changes in Honeywell International Inc.'s organization;
provided, however, that no such amendment (i) shall increase or decrease
benefits under the Plan, or (ii) increase the total number of Participants by
more than five percent (5%) during any twelve month period.
9.2 Plan Termination
The Board of Directors reserves the right to terminate the Plan. However, such
termination shall not adversely affect the rights of persons who were
Participants as of the date of such termination.
ARTICLE X
PLAN NOT A CONTRACT OF EMPLOYMENT;
HONEYWELL INTERNATIONAL INC.'S POLICIES CONTROL
10.1 Nothing contained in this Plan shall give an employee the right to be
retained in the employment of Honeywell International Inc. This Plan is not a
contract of employment between Honeywell International Inc. and any employee.
Any dispute involving issues of employment, other than
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