Honeywell 2008 Annual Report Download - page 162

16. The following Section 7.15 shall be added: “7.15 Payments to Specified Employees. Notwithstanding anything herein or in
any Award grant agreement to the contrary, in the event that a Participant is a “specified employee” (within the meaning of Section
409A(2)(B) of the Code) as of the date of such Participant’s separation from service (as determined pursuant to Section 409A of the
Code), any Awards subject to Section 409A of the Code payable to such Participant as a result of his or her separation from service,
shall be paid on the first business day of the first calendar month that begins after the six-month anniversary of the date of the
separation from service, or, if earlier, the date of the Participant’s death.”
17. The primary purpose of this amendment is to protect participants in the Plan against the substantial unanticipated tax
liability that would result from the Plan’s failure to comply with Code section 409A. Accordingly, to the extent that an amendment to
the Plan requires the consent of an individual participant, each participant shall be deemed to have consented to the amendment unless
the participant provides written notice of his objection within a reasonable period after being notified of the amendment.
18. This amendment shall not affect any amounts that are deferred before January 1, 2005, within the meaning of Code section
409A and the AJCA, and no change shall be made in the administration of the Plans that would constitute a “material modification” of
the Plans with respect to such amounts. Nothing in this amendment shall be construed to prevent Honeywell International Inc. (the
“Corporation”) from amending any Plan at a later date to apply the restrictions set forth in Code section 409A to amounts deferred
before January 1, 2005, or to prevent the Corporation from amending any Plan in a manner that constitutes a “material modification”
of the Plan with respect to such amounts.
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