Honeywell 2007 Annual Report Download - page 163

for the administration of the Plan and/or the subsequent holding of Shares on your behalf, to a broker or third party with whom the Shares may
be deposited.
(f) You understand that you may show your opposition to the processing and transfer of your Data, and, may at any time, review the Data, request
that any necessary amendments be made to it, or withdraw your consent herein in writing by contacting the Company. You further understand
that withdrawing consent may affect your ability to participate in the Plan.
18. Discretionary Nature and Acceptance of Award. By accepting this Award, you agree to be bound by the terms of this Agreement and
acknowledge that:
(a) The Company (and not your local employer) is granting your Restricted Units [and Additional Restricted Units]. Furthermore, this Agreement
is not derived from any preexisting labor relationship between you and the Company, but rather from a mercantile relationship.
(b) The Company may administer the Plan from outside your country of residence and United States law will govern all Restricted Units [and
Additional Restricted Units] granted under the Plan.
(c) Benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or
periodic payments.
(d) The benefits and rights provided under the Plan are not to be considered part of your salary or compensation under your employment with
your local employer for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses,
long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. You waive
any and all rights to compensation or damages as a result of the termination of employment with your local employer for any reason
whatsoever insofar as those rights result, or may result, from the loss or diminution in value of such rights under the Plan or your ceasing to
have any rights under, or ceasing to be entitled to any rights under, the Plan as a result of such termination.
(e) The grant of Restricted Units [and Additional Restricted Units] hereunder, and any future grant of Restricted Units [or Additional Restricted
Units] under the Plan, is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Restricted Units, [the
Additional Restricted Units] nor any future grant by the Company will be deemed to create any obligation to make any future grants, whether
or not such a reservation is explicitly stated at the time of such a grant. The Company has the right, at any time and/or on an annual basis, to
amend, suspend or terminate the Plan; provided, however, that no such amendment, suspension, or termination will adversely affect your
rights hereunder.
(f) The Plan will not be deemed to constitute, and will not be construed by you to constitute, part of the terms and conditions of employment.
Neither the Company
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