Honeywell 2005 Annual Report Download - page 162

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. If you elected to defer
payment of any portion of the Award, 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.
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 2/6