Honeywell 2004 Annual Report Download - page 255

Control will immediately be forfeited, and your rights with respect to
these Restricted Units will end.
7. Retirement, Death or Disability. If your employment with the Company
terminates because of your Full Retirement, death or Disability, any
remaining restrictions on Restricted Units will lapse, and payment on
the Award will be made as soon as practicable. If you are deceased, the
Company will make a payment to your estate only after the Committee has
determined that the payee is the duly appointed executor or
administrator of your estate.
8. Change in Control. In the event of a Change in Control, any
restrictions on Restricted Units that have not lapsed or terminated as
of the date of Change in Control will immediately lapse. No later than
90 days after the date of Change in Control, you will receive for the
Restricted Units a single payment in cash equal to the product of the
number of outstanding Restricted Units as of the date of Change in
Control (including any Restricted Units whose restrictions have
terminated pursuant to this paragraph 8) and a multiplication factor,
as set forth in the Plan. Any Restricted Units on which you elected to
defer payment will also be paid in full as soon as practicable after
the effective date of the Change in Control, unless you made a contrary
election prior to the date of Change in Control. If you elected not to
have the Award immediately paid in full, then the Restricted Units will
continue to be deferred in accordance with paragraph 5.
9. Withholdings. The Company will have the right, prior to any issuance or
delivery of Shares on Restricted Units, to withhold or require from you
the amount necessary to satisfy applicable tax requirements, as
determined by the Committee.
10. Transfer of Award. You may not transfer any interest in Restricted
Units except by will or the laws of descent and distribution. Any other
attempt to dispose of your interest in Restricted Units will be null
and void.
11. Forfeiture of Awards.
(a) By accepting the Award, you expressly agree and acknowledge that
the forfeiture provisions of subparagraph (b) will apply if, from
the Date of Grant of these Restricted Units until the date that is
twenty-four (24) months after your Termination of Employment, for
any reason, you enter into an employment or consultation agreement
or arrangement (including any arrangement for service as an agent,
partner, stockholder, consultant, officer or director) with any
entity or person engaged in a business in which the Company or any
Affiliate is engaged if the business is competitive (in the sole
judgment of the Committee) with the Company or an Affiliate and the
Committee has not approved the arrangement in writing.
(b) If the Committee determines, in its sole judgment, that you have
engaged in an act that violates subparagraph (a) prior to the
24-month anniversary of your Termination of Employment, your
outstanding Restricted Units will immediately be rescinded, and you
will forfeit any rights you have with respect to these Restricted
Units as of the date of the Committee's determination. In addition,
you hereby agree and promise immediately to deliver to the Company,
Shares equal in value to the amount of any Restricted Units you
received payment for during the period beginning six (6) months
prior to your Termination of Employment and ending on the date of
the Committee's determination.
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