Honeywell 2007 Annual Report Download - page 160

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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 vesting restrictions on
Restricted Units [and Additional Restricted Units] will lapse, and payment will be made in accordance with Section 5. 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 pro-rata payment of unvested Restricted
Units [and related Additional Restricted Units] equal to the product of (a) times (b), minus (c), where (a) equals the total number of Restricted
Units set forth in Section 1 above [plus the total number of Additional Restricted Units] (both vested and unvested) credited to you as of your
Termination of Employment, (b) equals the ratio of your complete years of service as an employee of the Company or its Affiliates between the
Date of Grant and your Termination of Employment, and the number of complete years of service required under this Agreement to be fully vested
in all Restricted Units [and Additional Restricted Units], and (c) equals the number of Restricted Units [and Additional Restricted Units] that
vested before your Termination of Employment.
Payment will be made in accordance with Section 5.
9. Change in Control. In the event of a Change in Control, any restrictions on Restricted Units [and Additional Restricted Units] that have not lapsed
or terminated as of the date of Change in Control will immediately lapse. No later than 90 days after the date of Change in Control, you will
receive for the Restricted Units [and Additional Restricted Units] a single payment in cash equal to the product of the number of outstanding
Restricted Units [and Additional Restricted Units] as of the date of the Change in Control (including any Restricted Units [and Additional
Restricted Units] that vest pursuant to this Section 9) and a multiplication factor, as set forth in the Plan.
10. Withholdings. The Company or your local employer shall have the power and the right to deduct or withhold, or require you to remit to the
Company or to your local employer, prior to any issuance or delivery of Shares on Restricted Units [or Additional Restricted Units], an amount
sufficient to satisfy taxes imposed under the laws of any country, state, province, city or other jurisdiction, including but not limited to income
taxes, capital gain taxes, transfer taxes, and social security contributions, and National Insurance Contributions, that are required by law to be
withheld as determined by the Company or your local employer.
11. Transfer of Award. You may not transfer the Restricted Units, [Additional Restricted Units] or any interest in such Units except by will or the
laws of descent and distribution. Any other attempt to dispose of your interest will be null and void.
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