Honeywell 2004 Annual Report Download - page 256

12. Restrictions on Payment of Shares. Payment of Shares for your
Restricted Units is subject to the conditions that, to the extent
required at the time of exercise, (a) the Shares underlying the
Restricted Units will be duly listed, upon official notice of
redemption, upon the NYSE, and (b) a Registration Statement under the
Securities Act of 1933 with respect to the Shares will be effective.
The Company will not be required to deliver any Common Stock until all
applicable federal and state laws and regulations have been complied
with and all legal matters in connection with the issuance and delivery
of the Shares have been approved by counsel for the Company.
13. Adjustments. In the event of any stock split, reverse stock split,
dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), extraordinary cash dividend,
recapitalization, merger, consolidation, split-up, spin-off,
reorganization, combination, repurchase or exchange of Shares or other
securities, the issuance of warrants or other rights to purchase Shares
or other securities, or other similar corporate transaction or event,
the Committee may, in its sole discretion, adjust the number and kind
of Shares covered by the Restricted Units and other relevant provisions
to the extent necessary to prevent dilution or enlargement of the
benefits or potential benefits intended to be provided by the
Restricted Units. Any such determinations and adjustments made by the
Committee will be binding on all persons.
14. Disposition of Securities. By accepting the Award, you acknowledge that
you have read and understand the Company's policy, and are aware of and
understand your obligations under applicable securities laws in respect
of trading in the Company's securities. The Company will have the right
to recover, or receive reimbursement for, any compensation or profit
you realize on the disposition of Shares received for Restricted Units
to the extent that the Company has a right of recovery or reimbursement
under applicable securities laws.
15. Plan Terms Govern. The vesting and redemption of Restricted Units, the
disposition of any Shares received for Restricted Units, and the
treatment of gain on the disposition of these Shares are subject to the
provisions of the Plan and any rules that the Committee may prescribe.
The Plan document, as may be amended from time to time, is incorporated
into this Agreement. Capitalized terms used in this Agreement have the
meaning set forth in the Plan, unless otherwise stated in this
Agreement. In the event of any conflict between the terms of the Plan
and the terms of this Agreement, the Plan will control. By accepting
the Award, you acknowledge receipt of the Plan and the prospectus, as
in effect on the date of this Agreement.
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