Honeywell 2007 Annual Report Download - page 164

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nor your local employer will incur any liability of any kind to you as a result of any change or amendment, or any cancellation, of the Plan at
any time.
(g) Participation in the Plan will not be deemed to constitute, and will not be deemed by you to constitute, an employment or labor relationship of
any kind with the Company.
19. Limitations. Nothing in this Agreement or the Plan gives you any right to continue in the employ of the Company or any of its Affiliates or to
interfere in any way with the right of the Company or any Affiliate to terminate your employment at any time. Payment of your Restricted Units
[and Additional Restricted Units] is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any
fund or specific asset of the Company by reason of this Award or the account established on your behalf. You have no rights as a shareowner of the
Company pursuant to the Restricted Units [or Additional Restricted Units] until Shares are actually delivered to you.
20. Incorporation of Other Agreements. This Agreement and the Plan constitute the entire understanding between you and the Company regarding
the Restricted Units. This Agreement supersedes any prior agreements, commitments or negotiations concerning the Restricted Units [and the
Additional Restricted Units].
21. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the other
provisions of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration,
scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.
22. Agreement Changes. The Company reserves the right to change the terms of this
Agreement and the 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 to the following: (i) you have carefully read, fully
understand and agree to all of the terms and conditions described in this Agreement, the Plan and the Plan's prospectus; and (ii) you understand and agree
that this Agreement and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements,
commitments or negotiations concerning the Restricted Units [and the Additional Restricted Units] are replaced and superseded. You must accept this
Award by signing the Agreement below and, by signing this Agreement, you will be deemed to consent to the application of the terms and conditions set
forth in this Agreement and the Plan. If you do not wish to accept this Award, you must contact Honeywell International Inc., Executive
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