Honeywell 2005 Annual Report Download - page 168

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 2