Honeywell 2005 Annual Report Download - page 163

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.
3/6