Honeywell 2004 Annual Report Download - page 258

(a) The Company (and not your local employer) is granting your
Restricted Units. Furthermore, this Agreement is not derived from
any preexisting labor relationship between you and the Company, but
rather from a mercantile relationship.
(b) The Company may administer the Plan from outside your country of
residence and that United States law will govern all Restricted
Units granted under the Plan.
(c) That benefits and rights provided under the Plan are wholly
discretionary and, although provided by the Company, do not
constitute regular or periodic payments.
(d) The benefits and rights provided under the Plan are not to be
considered part of your salary or compensation under your
employment with your local employer for purposes of calculating any
severance, resignation, redundancy or other end of service
payments, vacation, bonuses, long-term service awards,
indemnification, pension or retirement benefits, or any other
payments, benefits or rights of any kind. You waive any and all
rights to compensation or damages as a result of the termination of
employment with your local employer for any reason whatsoever
insofar as those rights result, or may result, from the loss or
diminution in value of such rights under the Plan or your ceasing
to have any rights under, or ceasing to be entitled to any rights
under, the Plan as a result of such termination.
(e) The grant of Restricted Units hereunder, and any future grant of
Restricted Units under the Plan, is entirely voluntary, and at the
complete discretion of the Company. Neither the grant of the
Restricted Units nor any future grant of any Restricted Units by
the Company shall be deemed to create any obligation to grant any
further Restricted Units, whether or not such a reservation is
explicitly stated at the time of such a grant. The Company has the
right, at any time and/or on an annual basis, to amend, suspend or
terminate the Plan; provided, however, that no such amendment,
suspension, or termination shall adversely affect your rights
hereunder.
(f) The Plan shall not be deemed to constitute, and shall not be
construed by you to constitute, part of the terms and conditions of
employment. The Company shall not incur any liability of any kind
to you as a result of any change or amendment, or any cancellation,
of the Plan at any time.
(g) Participation in the Plan shall not be deemed to constitute, and
shall not be deemed by you to constitute, an employment or labor
relationship of any kind with the Company.
18. Limitations. Nothing in this Agreement or the Plan gives you any right
to continue in the employ of the Company or any of its Affiliates or to
interfere in any way with the right of the Company or any Affiliate to
terminate your employment at any time. Payment of your Restricted Units
is not secured by a trust, insurance contract or other funding medium,
and you do not have any interest in any fund or specific asset of the
Company by reason of this Award or the account established on your
behalf. You have no rights as a shareowner of the Company pursuant to
the Restricted Units until Shares are actually delivered to you.
19. Incorporation of Other Agreements. This Agreement and the Plan
constitute the entire understanding between you and the Company
regarding the Restricted Units. This Agreement supersedes any prior
agreements, commitments or negotiations concerning the Restricted
Units.
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