Honeywell 2006 Annual Report Download - page 181

US
For purposes of this Agreement, if your employment is terminated under circumstances that entitle you to severance benefits
under a severance plan of the Company or an Affiliate in which you participate, "Termination of Employment" refers to the date
immediately prior to the date severance benefits become payable under the terms of the severance plan. If your employment is
terminated under any other circumstances and you are not entitled to severance benefits under a severance plan of the Company
or an Affiliate, "Termination of Employment" refers to the last day you actively perform services for the Company and its
Affiliates.
8. Change in Control. In the event of a Change in Control, any portion of the Option that has not vested as of the date of Change
in Control will immediately become exercisable in full.
9. Withholdings. The Company will have the right, prior to the issuance or delivery of any Shares in connection with the exercise
of the Option, to withhold or demand from you the amount necessary to satisfy applicable tax requirements, as determined by
the Committee.
10. Transfer of Option. You may not transfer the Option or any interest in the Option except by will or the laws of descent and
distribution or except as permitted by the Committee and as specified in the Plan.
11. Forfeiture of Award.
(a) By accepting the Award, you expressly agree and acknowledge that the forfeiture provisions of subparagraph (b) will
apply if, from the date of the grant of the Option until the date that is twenty-four (24) months after your Termination of
Employment for any reason, you enter into an employment or consultation agreement or arrangement (including any
arrangement for service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged
in a business in which the Company or any Affiliate is engaged if the business is competitive (in the sole judgment of the
Committee) with the Company or an Affiliate and the Committee has not approved the agreement or arrangement in
writing.
(b) If the Committee determines, in its sole judgment, that you have engaged in an act that violates subparagraph (a) prior to
the 24-month anniversary of your Termination of Employment, any Option that you have not exercised (whether vested or
unvested) will immediately be rescinded, and you will forfeit any rights you have with respect to the Option as of the date
of the Committee's determination. In addition, you hereby agree and promise immediately to deliver to the Company,
Shares equal in value to the amount of any profit you realized upon an exercise of the Option during the period beginning
six (6) months prior to your Termination of Employment and ending on the date of the Committee's determination.
12. Adjustments. Any adjustments to the Option will be governed by Section 5.3 of the Plan.
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