Honeywell 2005 Annual Report Download - page 165

(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.
20. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the other provisions
of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration,
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