Honeywell 2004 Annual Report Download - page 263

of 100%. In such case, you shall receive both installments of your
Actual Award in a single sum payment no later than the earlier of 90
days after the date of the Change in Control or two and one-half
months after the end of the calendar year in which the Change in
Control occurs. Such single sum payment may be in cash or Shares, as
determined by the Committee.
10. Change in Status. If your role within the Company changes during the
Performance Cycle such that you would no longer be eligible to
receive Growth Plan Units, this Agreement shall remain in full force
and effect as if no such change had occurred.
11. Transfer of Awards. You may not transfer any interest in your Growth
Plan Units. Any attempt to dispose of your interest in your Growth
Plan Units shall be null and void.
12. Personal Data. By accepting the Growth Plan Unit award under this
Agreement, you hereby consent to the Company's use, dissemination
and disclosure of any information pertaining to you that the Company
determines to be necessary or desirable for the implementation,
administration, and management of the Stock Plan.
13. Discretionary Nature and Acceptance of Award. By accepting this
Growth Plan Unit award, you agree to be bound by the terms of this
Agreement and acknowledge that:
a) The benefits and rights provided under the Stock Plan are not
to be considered part of your salary or compensation with the
Company for purposes of calculating any (i) severance,
resignation, redundancy or termination related payments, (ii)
vacation amounts, (iii) bonus amounts, (iv) long-term service
awards, (v) pension or retirement benefits, or (vi) any other
payments, benefits or rights of any kind. You hereby waive any
and all rights to compensation or damages as a result of the
termination of your employment with the Company for any reason
whatsoever insofar as those rights result, or may result, from
the loss or diminution in value of such rights under the Stock
Plan or your ceasing to have any rights under, or ceasing to
be entitled to any rights under, the Stock Plan as a result of
such termination.
b) The grant of Growth Plan Units hereunder, and any future grant
of Growth Plan Units under the Stock Plan, is entirely
voluntary and at the complete and sole discretion of the
Company. Neither the grant of these Growth Plan Units nor any
future grant of Growth Plan Units by the Company shall be
deemed to create any obligation to grant any further Growth
Plan Units, whether or not such a reservation is explicitly
stated at the time of such grant. The Company has the right,
at any time and for any reason, to amend, suspend or terminate
the Stock Plan; provided, however, that no such amendment,
suspension, or termination shall adversely affect your rights
hereunder.
14. Limitations. Nothing in this Agreement or the Stock Plan gives you
any right to continue in the employ of the Company or to interfere
in any way with the right of the Company to terminate your
employment at any time.
15. Agreement Changes. The Company reserves the right to change the
terms of this Agreement without your consent to the extent necessary
or desirable to comply with the requirements of Code section 409A,
the Treasury regulations and other guidance thereunder.
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