Honeywell 2003 Annual Report Download - page 54

sponsored or funded by an Honeywell Employer is determined to be an
"excess parachute payment" within the meaning of Section 280G or any
successor or substitute provision of the Code, with the effect that
either the Participant is liable for the payment of the tax described
in Section 4999 or any successor or substitute provision of the Code
(hereafter the "Section 4999 tax") or the Honeywell Employer has
withheld the amount of the Section 4999 tax, an additional benefit
(hereafter the "Enhancement Benefit") shall be paid from this Plan to
such affected Participant.
(b) The Enhancement Benefit payable shall be an amount, which when added to
all payments constituting "parachute payments" for purposes of Section
280G or any successor or substitute provision of the Code, is
sufficient to cause the remainder of (i) the sum of the "parachute
payments", including any Enhancement Benefit, less (ii) the amount of
all state, local and federal income taxes and the Section 4999 tax
attributable to such payments and penalties and interest on any amount
of Section 4999 tax, other than penalties and interest on any amount of
Section 4999 tax with respect to which an Enhancement Benefit was paid
to the Participant on or before the due date of the Participant's
federal income tax return on which such Section 4999 tax should have
been paid, to be equal to the remainder of (iii) sum of the "parachute
payments", excluding any Enhancement Benefit, less (iv) the amount of
all state, local and federal income taxes attributable to such payments
determined as though the Section 4999 tax and penalties and interest on
any amount of Section 4999 tax, other than penalties and interest on
any amount of Section 4999 tax with respect to which an Enhancement
Benefit was paid to the Participant on or before the due date of the
Participant's federal income tax return on which such Section 4999 tax
should have been paid, did not apply.
(c) In the event of a Change in Control, the provisions of this Section 20
shall be applicable to all Participants, as defined in Section 1(s).
21. Benefit Payments and Forfeitures.
(a) Benefit Payments. Notwithstanding the provisions of Section 4, benefits
that are determined to be payable to a Participant under Sections
3(a)(i) and 3(a)(ii) on or after a Change in Control shall be paid
within thirty days following the later of the Change in Control or the
Covered Termination, in a single payment equal to the sum of (i) the
total amount of the benefit remaining payable under Section 3(a)(i),
and (ii) the amount of the benefit remaining payable under Section
3(a)(ii) for all Determination Years which are coextensive, in whole or
part, with the Severance Period. The requirements of Section 3(b) shall
have no application to benefits payable after a Change in Control.
Benefits which are determined to be payable to a Participant under
Section 20(a) shall be paid within thirty days following the later of a
Change in Control or the date the "parachute payments" referred to in
Section 20 are made, in a single payment equal to the amount of the
benefit determined under Section 20(b). If any benefit is paid later
than the time provided
-17-