Honeywell 2006 Annual Report Download - page 196

12. Change in Status. If your role within the Company changes during the Performance Cycle such that you would no longer be eligible to receive the
Performance Shares, this Agreement shall remain in full force and effect as if no such change had occurred.
13. Transfer of Awards. You may not transfer any interest in your Performance Shares, Actual Award [or Dividend Shares] except by will or the laws
of descent and distribution [FOLLOWING INCLUDED AT COMMITTEE’S DISCRETION: or except as permitted by the Committee and as
specified in the Plan]. Any other attempt to dispose of all or any portion of your interest under this Agreement shall be null and void.
14. Personal Data. By accepting the Performance Share award under this Agreement, you hereby consent to the Company's use, dissemination and
disclosure of any information pertaining to you that the Company determines to be necessary or desirable for the implementation, administration,
and management of the Stock Plan.
15. Discretionary Nature and Acceptance of Award. By accepting this Performance Share award, you agree to be bound by the terms of this
Agreement and acknowledge that:
a) The benefits and rights provided under the Stock Plan are not to be considered part of your salary or compensation with the Company for
purposes of calculating any (i) severance, resignation, redundancy or termination related payments, (ii) vacation amounts, (iii) bonus amounts,
(iv) long-term service awards, (v) pension or retirement benefits, or (vi) any other payments, benefits or rights of any kind. You hereby waive
any and all rights to compensation or damages as a result of the termination of your employment with the Company for any reason whatsoever
insofar as those rights result, or may result, from the loss or diminution in value of such rights under the Stock Plan or your ceasing to have
any rights under, or ceasing to be entitled to any rights under, the Stock Plan as a result of such termination.
b) The grant of Performance Shares hereunder, and any future grant of Performance Shares under the Stock Plan, is entirely voluntary and at the
complete and sole discretion of the Company. Neither the grant of these Performance Shares nor any future grant of Performance Shares by
the Company shall be deemed to create any obligation to grant any further Performance Shares, whether or not such a reservation is explicitly
stated at the time of such grant. The Company has the right, at any time and for any reason, to amend, suspend or terminate the Stock Plan;
provided, however, that, except as provided in Section 17, no such amendment, suspension, or termination shall adversely affect your rights
hereunder.
16. Limitations. Nothing in this Agreement or the Stock Plan gives you any right to continue in the employ of the Company or to interfere in any way
with the right of the Company to terminate your employment at any time.
17. Agreement Changes. The Company reserves the right to change the terms of this Agreement and the Stock 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 that (i) you have carefully read, fully understand
and agree to all of the terms and conditions described in this Agreement, the Stock Plan and the Stock Plan prospectus; and (ii) you understand and agree
that this Agreement and the
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