Honeywell 2006 Annual Report Download - page 192

(g) Participation in the Plan will not be deemed to constitute, and will not
be deemed by you to constitute, an employment or labor relationship
of any kind with the Company.
19. Limitations. Nothing in this Agreement or the Plan gives you any right to continue in the employ of the Company or any of its
Affiliates or to interfere in any way with the right of the Company or any Affiliate to terminate your employment at any time.
Payment of your Restricted Units is not secured by a trust, insurance contract or other funding medium, and you do not have any
interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf. You
have no rights as a shareowner of the Company pursuant to the Restricted Units until Shares are actually delivered to you.
20. Incorporation of Other Agreements. This Agreement and the Plan constitute the entire understanding between you and the
Company regarding the Restricted Units. This Agreement supersedes any prior agreements, commitments or negotiations
concerning the Restricted Units.
21. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability
of the other provisions of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be
excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum
extent compatible with applicable law.
22. Agreement Changes. The Company reserves the right to change the terms of this Agreement and the Plan without your consent
to the extent necessary or desirable to comply with the requirements of Code section 409A, the Treasury regulations and other
guidance thereunder.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by the facsimile signature of its Chairman of
the Board and Chief Executive Officer as of the day and year first above written. By consenting to this Agreement, you agree to the
following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described in this Agreement, the
Plan and the Plan's prospectus; and (ii) you understand and agree that this Agreement and the Plan constitute the entire understanding
between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the
Restricted Units are replaced and superseded. You must accept this Award by signing the Agreement below and, by signing this
Agreement, you will be deemed to consent to the application of the terms and conditions set forth in this Agreement and the Plan. If
you do not wish to accept this Award, you must contact Honeywell International Inc., Executive Compensation/AB-1D, 101 Columbia
Road, Morristown, NJ 07962 in writing within thirty (30) days of the date of this Agreement.