Honeywell 2006 Annual Report Download - page 182

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13. Restrictions on Exercise. Exercise of the Option is subject to the conditions that, to the extent required at the time of exercise,
(a) the Shares covered by the Option will be duly listed, upon official notice of issuance, upon the NYSE, and (b) a Registration
Statement under the Securities Act of 1933 with respect to the Shares will be effective. The Company will not be required to
deliver any Common Stock until all applicable federal and state laws and regulations have been complied with and all legal
matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.
14. Disposition of Securities. By accepting the Award, you acknowledge that you have read and understand the Company's policy,
and are aware of and understand your obligations under U.S. federal securities laws in respect of trading in the Company's
securities, and you agree not to use the Company's "cashless exercise" program (or any successor program) at any time when
you possess material nonpublic information with respect to the Company or when using the program would otherwise result in a
violation of securities law. The Company will have the right to recover, or receive reimbursement for, any compensation or
profit realize on the exercise of the Option or by the disposition of Shares received upon exercise of the Option to the extent that
the Company has a right of recovery or reimbursement under applicable securities laws.
15. Plan Terms Govern. The exercise of the Option, the disposition of any Shares received upon exercise of the Option, and the
treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee
may prescribe. The Plan document, as may be amended from time to time, is incorporated into this Agreement. Capitalized
terms used in this Agreement have the meaning set forth in the Plan, unless otherwise stated in this Agreement. In the event of
any conflict between the terms of the Plan and the terms of this Agreement, the Plan will control unless otherwise stated in this
Agreement. By accepting the Award, you acknowledge receipt of the Plan and the prospectus, as in effect on the date of this
Agreement.
16. Personal Data.
(a) By entering into this Agreement, and as a condition of the grant of the
Option, you expressly consent to the collection, use, and transfer of personal
data as described in this Section to the full extent permitted by and in full
compliance with applicable law.
(b) You understand that your local employer holds, by means of an automated
data file, certain personal information about you, including, but not limited
to, name, home address and telephone number, date of birth, social
insurance number, salary, nationality, job title, any shares or directorships
held in the Company, details of all options or other entitlement to shares
awarded, canceled, exercised, vested, unvested, or outstanding in your favor,
for the purpose of managing and administering the Plan ("Data").
(c) You further understand that part or all of your Data may be also held by the
Company or its Affiliates, pursuant to a transfer made in the past with your
consent, in respect
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