Honeywell 2008 Annual Report Download - page 168

permit payment of an Incentive Compensation Award to an individual who is employed by the Company as of the end of the fiscal
year in which the Incentive Compensation Award is earned but who is no longer actively employed by the Company on the date such
Award is paid.
C. At the time any Incentive Compensation Award is paid to Senior Executive Employees, the Reserve shall be reduced by the
amount of such Award, regardless of whether such Award is in a lump sum or in installments, current or deferred.
D. The Committee may, in its sole discretion, permit Employees to defer Incentive Compensation Awards in accordance with and
subject to the terms and conditions of the Company’s Deferred Incentive Compensation Plan (the “DIC Plan”).
IX. Accelerated Payment
A. Notwithstanding anything to the contrary in the Plan, in the event of (i) the purchase of shares of the Common Stock of
Honeywell International Inc. (“Common Stock”) pursuant to a tender offer or exchange offer (other than an offer by the Company) for
all or any part of the Common Stock, (ii) a change in control of the Company (as defined in this Section IX), (iii) a merger (other than
a merger into a majority owned subsidiary of the Company) in which the Company will not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or substantially all the Company’s assets, or (iv) a
substantial change in the composition of the Board of Directors during any period of two consecutive years such that individuals who
at the beginning of such period were members of the Board of Directors cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the Company’s shareowners of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the beginning of the period (the date upon which an event
described in clause (i), (ii), (iii) or (iv) of this Section IX occurs shall be referred to herein as an “acceleration date”), the Employee
shall be entitled to receive, and the Company shall pay in cash to the Employee on or as soon as practicable following such
acceleration date, but in no event later than 90 days after the acceleration date, (a) the Employee’s Incentive Compensation and Long-
Term Awards (other than previously deferred Awards) for each year and long-term performance period that has been completed prior
to the acceleration date but which have not yet been paid, (b) an amount equal to the maximum Incentive Compensation Award for
any year that has not been completed to which the Employee would have been entitled if the short-term business objectives for such
year had been met and if the Employee had been employed throughout the entire year times a fraction the numerator of which is the
number of full months of employment during such year to the acceleration date and the denominator of which is 12, and (c) an amount
equal to the maximum Long-Term Award for each long-term performance period that has not been completed to which the Employee
would have been entitled if the long-term objectives for such period had been met and if the Employee had been employed throughout
each such period times a fraction the numerator of which is the number of full months of employment during such long-term
performance period to the acceleration date and the denominator of which is the total number of full months in such long-term
performance period.
B. A “change in control” is deemed to occur at the time when any entity, person or group (other than the Company, any subsidiary
or any savings, pension or other benefit
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