Honeywell 2003 Annual Report Download - page 52

death or Gross Cause. 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, a Covered
Termination shall be deemed to have occurred only if the new employer
has not agreed in writing to be an Honeywell Employer with respect to
the Participant or the Participant is not employed by the new
employer.
(d) "Existing Participant" for purposes of this Part II means (i) an
individual who, on July 1, 1993, was an employee of an Employer in
Salary Grade 20 or above or in a position comparable to Salary Grade 20
or above, or (ii) an individual who, as of April 1, 1999, is determined
by the Senior Vice President, Human Resources and Communications to be
in a position comparable to Salary Grade 20, and is or reports directly
to a functional Senior Vice President of the Company.
(e) "Good Reason" means any one or more of the following:
(i) A material change in the Participant's position, duties and/or
responsibilities as they existed in the period immediately
preceding the Change in Control.
(ii) Any significant reduction in Base Salary or Annual Incentive
Compensation.
(iii) Any significant reduction in benefit coverages available to the
Participant under the Company's medical benefit plans for active
employees or comparable medical benefit plans of any other
Honeywell Employer or any significant increase in premiums to be
paid by the Participant for such benefits.
(iv) Any reduction in the economic value of awards granted under the
Company's long-term incentive plan or comparable long-term
incentive plan of any other Honeywell Employer in which the
Participant participates.
(v) Any significant reduction in the rate of the Company's
contribution to its savings plan or of any other Honeywell
Employer's contribution to a savings plan comparable to the
Company's savings plans or any significant reduction in the rate
of benefit accrual under the AlliedSignal Inc. Retirement Program
or any other comparable pension plan sponsored by an Honeywell
Employer in which the Participant participates.
(vi) Any significant reduction in the benefit coverages available to
the Participant under the long-term disability plan of the
Company or any comparable long-term disability plan of any other
Honeywell Employer or
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