Honeywell 2006 Annual Report Download - page 199

the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including
cash, the Committee shall, in its sole discretion, have the power to:
(1) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable),
and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in
cash, for each Share subject to such Award equal to the value, as determined by the Committee in its reasonable
discretion, of such Award, provided that with respect to any outstanding Stock Option such value shall be equal to the
excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash)
received by the holder of a Share as a result of such event over (B) the Exercise Price of such Stock Option; or
(2) provide for the exchange of each Award (whether or not then exercisable or vested) for an Award with respect to,
as appropriate, some or all of the property which a holder of the number of Shares subject to such Award would have
received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its
reasonable discretion in the Exercise Price of the Award, or the number of Shares or amount of property subject to the
Award or, if appropriate, provide for a cash payment to the Participant to whom such Award was granted in partial
consideration for the exchange of the Award.
(e) Other Changes. In the event of any change in the capitalization of the Company or corporate change other than those
specifically referred to in subsections (b), (c) or (d), the Committee shall make equitable adjustments in the number and class of
shares subject to Awards outstanding on the date on which such change occurs and in such other terms of such Awards.
(f) No Other Rights. Except as expressly provided in the Plan, no Eligible Director shall have any rights by reason of any
subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the
number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other
corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares or amount of other property subject to, or the terms related to, any Award."