Honeywell 2006 Annual Report Download - page 187

stock dividends paid by the Company upon one Share of Common Stock for each Restricted Unit credited to your bookkeeping
account. Accrued Dividend Equivalents will be subject to the same forfeiture and transferability restrictions that apply to the
Restricted Units to which they relate. The Company will hold a accrued Dividend Equivalents (and earnings thereon) in a
bookkeeping account on your behalf until they become payable or are forfeited. Accrued Dividend Equivalents will earn, for the
relevant year, the same rate of interest credited to deferrals under the Salary and Incentive Award Deferral Plan for Selected
Employees of Honeywell International Inc. and its Affiliates. For 2007, the rate is 5.8% and is subject to change annually.]
6. [FOLLOWING INCLUDED AT COMMITTEE'S DISCRETION: Deferral of Payment. If you would like to defer payment on
the Restricted Units, you may make a request to the Committee in writing in the form and at the time designated by the
Committee. You must submit a suggested payment schedule with the request for deferral. The Committee may, in its sole
discretion, determine whether to permit deferral of payment in the manner requested. If the Committee does not accept your
proposed payment schedule, then payment will be made as provided in Section 4. You cannot defer payment of Dividend
Equivalents (or earnings thereon).]
7. Termination of Employment. Any Restricted Units [or accrued Dividend Equivalents (and earnings thereon)] that have not
vested as of your Termination of Employment, other than by reason of your Full Retirement, death or Disability, or a Change in
Control, will immediately be forfeited, and your rights with respect to these Restricted Units [and accrued Dividend Equivalents
(and earnings thereon)] will end. 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. Retirement, Death or Disability. If your Termination of Employment occurs because of your death or Disability, any remaining
restrictions on Restricted Units [and accrued Dividend Equivalents (and earnings thereon)] will lapse, and payment will be made
in accordance with Section 4. If you are deceased, the Company will make a payment to your estate only after the Committee has
determined that the payee is the duly appointed executor or administrator of your estate.
If your Termination of Employment occurs solely because of your Full Retirement, you will receive (a) [plus (b)], where (a) [and
(b)] equal[s] the following:
(a) a pro-rata payment of Restricted Units equal to (i) times (ii), where: