Honeywell 2003 Annual Report Download - page 39

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 Company) for all, or any
part of, the Common Stock, (iii) of a merger in which the Company will
not survive as an independent, publicly owned corporation, (iv) of a
consolidation, or a sale, exchange or other disposition of all or
substantially all of the Company's assets, (v) 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 shareowners of the Company, 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 (vi) of any
transaction or other event which the Management Development and
Compensation Committee of the Board, in its discretion, determines to
be a Change in Control for purposes of this Plan.
(g) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(h) "Common Stock" means the common stock of the Company or such other
stock into which the common stock may be changed as a result of
split-ups, recapitalizations, reclassifications and any similar
transaction.
(i) "Company" means Honeywell International Inc., a Delaware corporation.
(j) "Covered Termination" means, except as provided in Section 19(c), a
Participant's Discharge. Notwithstanding the preceding sentence, in the
event of a sale or transfer of a facility or line of business that
causes a severance of the employment relationship with the Employer, a
Covered Termination shall be deemed to have occurred only if the
Participant is not offered substantially comparable employment with the
new employer, as determined by the Plan Administrator, in its sole
discretion. In addition, following a Change in Control, a Covered
Termination shall include any geographic relocation of the
Participant's position to a new location which is more than fifty (50)
miles from the location of the Participant's position immediately prior
to a Change in Control.
(k) "Discharge" means an involuntary termination of a Participant's
employment relationship by the Employer for reasons other than death or
Gross Cause.
(l) "Determination Year" means a calendar year within which performance is
measured for purposes of determining the amount of Incentive Awards
payable for that year.
(m) "Effective Date" means March 31, 1983.
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