Honeywell 2006 Annual Report Download - page 149

d. "Change in Control" means, a Change in Control of Honeywell, as defined in the Honeywell International Inc. Severance Plan
for Senior Executives at the time the Change in Control occurs. If such definition does not comply with the requirements of
Internal Revenue Code section 409A, "Change in Control" has the meaning ascribed to the phrase "Change in the Ownership
or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation" under
Treasury Department Proposed Regulation 1.409A-3(g)(5), as revised from time to time in either subsequent proposed or final
regulations.
e. "Policy" means, the policy of insurance which shall provide $10,000,000 to the beneficiary or beneficiaries of the survivor of
Executive and Co-insured for a period of 48 policy years, which policy is owned by Executive. For purposes of this
Agreement, Honeywell and Executive agree that the Policy meets the requirements for life insurance coverage set forth in the
Employment Agreement.
f. "Premium" means, with respect to the Policy, the annual amount paid by Executive or Co-insured following Executive's death
to the Insurer for the Policy.
g. "Terminated for Cause" means, a determination made by the Board of Directors of Honeywell, at a hearing which Executive
may attend, that Executive has been terminated for cause, as that term is defined in the Employment Agreement at the time the
hearing occurs.
h. "Vested Executive" means, Executive if he has attained age 55 or older, has five or more years of Vesting Service (as defined
in the Honeywell Retirement Earnings Plan), and has been the Chief Executive Officer of Honeywell for at least three years;
provided that in the sole discretion of the Board of Directors of Honeywell, if Executive is not age 55, has