Honeywell 2005 Annual Report Download - page 169

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 and the Stock Plan 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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