Honeywell 2003 Annual Report Download - page 51

PART II
SPECIAL PROVISIONS THAT BECOME EFFECTIVE
ONLY UPON CHANGE IN CONTROL
18. Change in Control.
(a) The provisions of this Part II become effective upon a Change in
Control and, in addition to the provisions of Part I that are not
superseded by provisions of this Part II, shall control (i) the
determination of eligibility for, the amount of, and the time of
payment of benefits under the Plan to any Existing Participant or
Officer Participant who is the subject of a Covered Termination which
occurs within the two-year period following the Change in Control, (ii)
the terms of payment for any Existing Participant or Officer
Participant whose Severance Period extends beyond the Change in
Control, and (iii) the determination of eligibility for, the amount of,
and the time of payment of benefits under Section 21 of the Plan to any
Existing Participant or Officer Participant.
(b) Without derogation to the effect the provisions of this Part II may
have on the determination of any Participant's eligibility for benefits
under the Plan or the amount of such benefits, it is intended that this
Part II will assure that the purposes of this Plan, as they may affect
Existing Participants or Officer Participants, will not be adversely
affected by the unique circumstances which may exist following a Change
in Control. The provisions of this Part II will have no effect
whatsoever prior to a Change in Control.
19. Definitions.
(a) "Honeywell Employer" means the Employer and any other person,
organization or entity that agrees in writing to be bound by the terms
of the Plan for a period of time that extends at least through the
two-year period following a Change in Control.
(b) "Annual Incentive Compensation" means, notwithstanding the provisions
of Section 1(b); the product of Annual Base Salary and the greater of
(i) the target percentage utilized in determining Incentive Awards as
in effect for the most recent Determination Year ended prior to the
Change in Control, or (ii) the average of the target percentages
applied in determining the Participant's Incentive Award in the last
three Determination Years prior to the date of Covered Termination (or
such lesser period as the Participant may have been employed).
(c) "Covered Termination" means, notwithstanding the provisions of Section
1(j), severance of the employment relationship (i) at the initiative of
the Participant for Good Reason, or (ii) at an Honeywell Employer's
initiative for reasons other than
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