Honeywell 2006 Annual Report Download - page 189

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, your outstanding Restricted Units will immediately be
rescinded, and you will forfeit any rights you have with respect to these Restricted Units as of the date of the Committee's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 Restricted Units you received payment for during the period beginning six (6) months prior to your
Termination of Employment and ending on the date of the Committee's determination. [You also hereby agree and
promise immediately to repay the value of any accrued Dividend Equivalents (and earnings thereon) for which you
received payment during the period beginning six (6) months prior to your Termination of Employment and ending on the
date of the Committee's determination.]
13. Restrictions on Payment of Shares. Payment of Shares for your Restricted Units is subject to the conditions that, to the extent
required at the time of exercise, (a) the Shares underlying the Restricted Units will be duly listed, upon official notice of
redemption, upon the New York Stock Exchange, 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 for the Company.
14. Adjustments. Any adjustments to the Restricted Units will be governed by Section 5.3 of the Plan.
15. 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 applicable securities laws in respect of trading in the Company's
securities. The Company will have the right to recover, or receive reimbursement for, any compensation or profit you realize on
the disposition of Shares received for Restricted Units to the extent that the Company has a right of recovery or reimbursement
under applicable securities laws.
16. Plan Terms Govern. The vesting and redemption of Restricted Units, the disposition of any Shares received for Restricted
Units, the treatment of gain on the disposition of these Shares, [and the treatment of Dividend Equivalents (and earnings
thereon)] are subject to the provisions of the Plan and any rules that the Committee may prescribe. The Plan