Honeywell 2002 Annual Report Download - page 46

Corporation or its subsidiaries) which therefore beneficially owned less than
30% of the common stock then outstanding acquires shares of Common Stock in a
transaction or series of transactions that results in such entity, person or
group directly or indirectly owning beneficially 30% or more of the outstanding
Common Stock, (ii) of the purchase of shares of Common Stock pursuant to a
tender offer or exchange offer (other than an offer by the Corporation) for all,
or any part of, the Common Stock, (iii) of a merger in which the Corporation
will not survive as an independent, publicly owned corporation, a consolidation,
or a sale, exchange or other disposition of all or substantially all of the
Corporation's assets, (iv) of a substantial change in the composition of the
Board during any period of two consecutive years such that individuals who at
the beginning of such period were members of the Board cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the stockholders of the Corporation, of each new director was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period, or (v) of any
transaction or other event which the Corporate Governance Committee of the
Board, in its discretion, determines to be a Change in Control for purposes of
the Plan.
10. Administration
(a) Plan Administrator. The Plan Administrator and "named fiduciary" for
purposes of ERISA shall be the Senior Vice President-Human Resources and
Communications of the Corporation (or the person acting in such capacity in the
event such position is abolished, restructured or renamed). The Plan
Administrator shall have the authority to appoint one or more other named
fiduciaries of the Plan and to designate persons, other than named fiduciaries,
to carry out fiduciary responsibilities under the Plan, pursuant to Section
405(c)(1)(B) of ERISA. Any person acting on behalf of the Plan Administrator
shall serve without additional compensation. The Plan Administrator shall keep
or cause to be kept such records and shall prepare or cause to be prepared such
returns or reports as may be required by law or necessary for the proper
administration of the Plan.
(b) Powers and Duties of Plan Administrator. The Plan Administrator shall
have the full discretionary power and authority to construe and interpret the
Plan (including, without limitation, supplying omissions from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in, the language of
the Plan); to determine all questions of fact arising under the Plan, including
questions as to eligibility for and the amount of benefits; to establish such
rules and regulations (consistent with the terms of the Plan) as it deems
necessary or appropriate for administration of the Plan; to delegate
responsibilities to others to assist it in administering the Plan; to retain
attorneys, consultants, accountants or other persons (who may be employees of
the Corporation and its subsidiaries) to render advice and assistance as it
shall determine to be necessary to effect the proper discharge of any duty for
which it is responsible; and to perform all other acts it believes reasonable
and proper in connection with the administration of the Plan. The Plan
Administrator shall be entitled to rely on the records of the Corporation and
its subsidiaries in determining any Participant's entitlement to and the amount
of benefits payable under the Plan. Any determination of the Plan Administrator,
including interpretations of the Plan and determinations of questions of fact,
shall be final and binding on all parties.
(c) Indemnification. To the extent permitted by law, the Corporation shall
indemnify the Plan Administrator from all claims for liability, loss, or damage
(including payment of expenses in connection with defense against such claims)
arising from any act or failure to act in connection with the Plan.
--------------------------------------------------------------------------------
-8-