Honeywell 2004 Annual Report Download - page 262

5. Timing of Payments. The payment of Growth Plan Unit awards is
contingent upon (i) the achievement of the performance criteria
outlined in Section 3 above, and (ii) you remaining actively
employed by the Company on the applicable payment dates. Thus, for
example, if you are receiving pay from the Company but not actively
performing services therefore (including, but not limited to,
severance periods, notice periods, grandfathered vacation periods,
short or long-term disability periods), you will not be considered
"active" for purposes of the payment of Growth Plan Unit awards. To
the extent a Growth Plan Unit award is earned, you will receive it
in two installments (subject, of course, to the active employment
criteria described herein). One-half of your Actual Award will be
paid in ___________; the second half of your Actual Award will be
paid in ___________; provided, however, that in no event will a
payment be made later than two and one-half months from the end of
the year in which the payment vests.
6. Form of Payment. Growth Plan Units may be paid out in either cash or
shares of the Company's common stock ("Shares"), at the discretion
of the Committee. Payment shall be made in the same currency as your
pay ("Local Currency"). In the event you receive pay in more than
one currency, the currency used for payment will be at the
discretion of the party responsible for payment. The Company will
normalize your award value for any fluctuation in exchange rates
between U.S. dollars and your Local Currency. The exchange rate used
will be that which is in effect for compensation planning at the
beginning of this Performance Cycle. Your award will be expressed in
U.S. dollars. If your Actual Award is paid in Shares, the number of
Shares shall be determined by dividing the Actual Award by the Fair
Market Value (as defined in the Stock Plan) of the Shares as of the
date the Committee determines the amount of your Actual Award.
Fractional Shares will always be paid in cash. No payment amounts
will be credited with interest, and you may not defer the payment of
any awards hereunder.
7. Termination of Employment. If your employment with the Company is
terminated for any reason other than death or Disability prior to
the date a Growth Plan Unit payment is to be made pursuant to
Section 5 above, any unpaid amounts shall be forfeited and your
rights with respect to any Growth Plan Units will terminate unless
the Committee, or its designee, determines otherwise in its sole and
absolute discretion.
8. Death or Disability. If your employment with the Company terminates
because of death or Disability (as defined in the Stock Plan) prior
to the first installment payment of your Actual Award, you or your
estate will receive the prorated value of your Actual Award. The
prorated value of the Actual Award shall be determined by
multiplying the Actual Award by a fraction, the numerator of which
is the number of days you were actively employed by the Company
during the Performance Cycle prior to your death or Disability, and
the denominator of which is 730. Such prorated Actual Award shall be
payable in a single lump sum at the time the first installment
payment is paid to other Growth Plan grantees. If your death or
Disability occurs after the first installment payment of your Actual
Award has been made but before the second installment payment has
been made, the Company shall pay the second installment payment in a
lump sum as soon as practicable after the date of death or
Disability.
9. Change in Control. In the event of a Change in Control (as defined
in the Stock Plan), you will be deemed to have earned an Actual
Award at a Performance Payout Percentage
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