Honeywell 2008 Annual Report Download - page 161

7. The following shall amend and restate the first sentence of Section 4.5: “The Committee may grant Restricted Units and
Restricted Stock under the Plan to those Employees whom the Committee may from time to time select, in the amounts and, with
respect to Restricted Units subject to Section 7.14, pursuant to the terms and conditions that the Committee, in its discretion, may
determine and set forth in the Award Certificate, subject to the provisions below:”
8. Section 4.5(c) shall be amended by inserting “to the extent permissible under Section 409A of the Code” immediately
following “In the event of a payment of dividends on Common Stock,”.
9. Section 4.5(e) shall be amended by adding the following to the end of the first sentence: “provided that with respect to any
Restricted Unit subject to Section 409A of the Code, such redemption will occur in a manner that complies with Section 409A of the
Code.”
10. Section 4.5(f) shall be amended by adding the following to the end of the first sentence “provided that any such election be
made in accordance with Section 409A of the Code.”
11. Section 4.6 shall be amended by adding “and subject to Section 7.14” immediately following “The Committee will
determine, in its discretion,”.
12. The last sentence of Section 5.4(b)(v) shall be amended by adding “no later than 90 days after the date of the Change in
Control” immediately following “In addition, each Participant will receive in cash”.
13. Section 5.4(d) shall be amended by adding “subject to Section 7.14” immediately following: “Any deferred Restricted Units
or other deferred vested Awards (including Awards that vested pursuant to subsection (a)), including any related Dividend Equivalents
and accrued interest on Dividend Equivalents will be paid in full as soon as practicable, but no later than 90 days after the effective
date of the Change in Control, provided that”.
14. Section 6.1 shall be amended by adding “unless such amendment is necessary to comply with applicable law” to the end of
each of the last two sentences.
15. The following Section 7.14 shall be added: “7.14 Section 409A of the Code. With respect to Awards subject to Section
409A of the Code, this Plan is intended to comply with the requirements of such Section, and the provisions hereof shall be interpreted
in a manner that satisfies the requirements of such Section and the related regulations, and the Plan shall be operated accordingly. If
any provision of this Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision,
term or condition will be interpreted and deemed amended so as to avoid this conflict. Any reservation of rights or discretion by the
Company or the Committee hereunder affecting the timing of payment of any Award subject to Section 409A of the Code will only be
as broad as is permitted by Section 409A of the Code and any regulations thereunder.”
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