Honeywell 2007 Annual Report Download - page 161

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12. Forfeiture of Awards.
(a) By accepting the Award, you expressly agree and acknowledge that the forfeiture provisions of subparagraph (b) will apply if, from the Date
of Grant of these Restricted Units until the date that is twenty-four (24) months after your Termination 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 [and Additional Restricted Units] will immediately be
rescinded, and you will forfeit any rights you have with respect to these Restricted Units [and Additional Restricted Units] as of the date of the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 [and Additional 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.
13. Restrictions on Payment of Shares. Payment of Shares for your Restricted Units [and Additional Restricted Units] is subject to the conditions
that, to the extent required at the time of exercise, (a) the Shares underlying the Restricted Units [and Additional 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 [and Additional 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 [or
Additional Restricted Units] to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.
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