Honeywell 2003 Annual Report Download - page 63

AMENDMENT TO THE
1993 STOCK PLAN FOR EMPLOYEES
OF HONEYWELL INTERNATIONAL INC.
[FORMERLY ALLIEDSIGNAL INC.]
AND ITS AFFILITATES
The 1993 Stock Plan for Employees of Honeywell International Inc. and
its Affiliates (the "1993 Plan") is hereby amended to clarify and conform the
1993 Plan to certain administrative practices and determinations, as follows:
1. The following definitions shall be added to paragraph 2 of the Plan:
Cause. Cause for termination by the Company of an employee's employment
shall have the meaning set forth in the severance plan of the Company
applicable to the employee, or, if the employee is not covered under
such a plan, Cause shall have the meaning set forth in the Severance
Pay Plan for Designated Employees of Honeywell International Inc.
(Career Bands 1-4).
Potential Change in Control Period. A "Potential Change in Control
Period" shall commence when: (a) the company enters into an agreement,
the consummation of which would result in the occurrence of a Change in
control or otherwise result in an Acceleration Date (other than solely
pursuant to Section 12(g) hereof); (b) the Company or any person or
group publicly announces an intention to take or to consider taking
actions which, if consummated, would constitute a Change in Control or
otherwise result in an Acceleration Date (other than solely pursuant to
Section 12(g) hereof); (c) any person or group (other than the Company,
any subsidiary or any savings, pension or other benefit plan for the
benefit of employees of the Company or its subsidiaries) becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 15% or more of either the then outstanding shares of
common stock of the company or the combined voting power of the
company's then outstanding securities (not including in the securities
beneficially owned by such person or group any securities acquired
directly from the Company or its Affiliates); or (d) the Board of
Directors of the company adopts a resolution to the effect that, for
purposes of the 1993 Plan, a Potential Change in Control Period has
commenced. The Potential Change in Control Period shall continue until
the earlier of (i) an Acceleration Date (other than an Acceleration
Date occurring solely pursuant to Section 129g0 hereof) of (ii) the
adoption by the Board of Directors of the Company of a resolution
stating that, for purposes of the 1993 Plan, the Potential Change in
Control Period has expired.
2. The 1993 Plan shall be amended by capitalizing each existing reference
to "cause" in the 1993 Plan, so that such references apply to the
defined term "Cause", which has been added to the 1993 Plan pursuant to
paragraph 1 of this Amendment.
3. The following sentence shall be added to the end of paragraph 15(b) of
the 1993 Plan:
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