Honeywell 2008 Annual Report Download - page 169

plan for the benefit of employees of the Company or its subsidiaries) which theretofore beneficially owned less than 30% of the
Common Stock then outstanding acquires shares of Common Stock in a transaction or series of transactions that results in such entity,
person or group directly or indirectly owning beneficially 30% or more of the outstanding Common Stock.
C. This Section IX C shall apply to Grandfathered Awards only. An Employee may elect, with respect to deferred Awards and
notional interest accrued thereon, if any (“Deferred Awards”), that the Deferred Awards be paid in one lump-sum payment as soon as
practicable following an acceleration date, but in no event later than 90 days after such acceleration date. Such election must be filed
at the time the Employee requests the Committee to defer an Award, but in no event after an acceleration date.
D. This Section IX D shall apply to Grandfathered Awards only. Notwithstanding anything to the contrary in the Plan, after an
acceleration date the rate at which notional interest shall be credited on Deferred Awards may not be reduced by the Committee below
the rate last set by the Committee prior to the acceleration date (the “Prior Rate”), the Plan may not be amended to reduce the Prior
Rate and notional interest shall be credited annually at the Prior Rate or such higher rate as the Committee may determine following
the acceleration date on all amounts which continue to be deferred following the acceleration date, including notional interest on all
such deferred amounts.
E. Notwithstanding anything herein to the contrary, to the extent an Award has been deferred pursuant to Section VIII D, such
Award shall be subject to the terms and conditions of the DIC Plan including, without limitation, with respect to change in control
events.
X. Special Awards and Other Plans
Nothing contained in the Plan shall prohibit the Company or any of its subsidiaries from granting special performance or
recognition awards, not chargeable against the Reserve, under such conditions, and in such form and manner as it sees fit, to
Employees (including Senior Executive Employees) for meritorious service of any nature.
In addition, nothing contained in the Plan shall prohibit the Company or any of its subsidiaries from establishing other incentive
compensation plans providing for the payment of incentive compensation to Employees (including Senior Executive Employees), not
chargeable against the Reserve.
XI. Amendment and Interpretation of the Plan
A. The Board of Directors shall have the right with the prior approval of the Committee to amend the Plan from time to time or to
repeal it entirely or to direct the discontinuance of Awards either temporarily or permanently; provided, however, that (i) no
amendment of the Plan shall operate to annul, without the consent of the Employee, an Award already made hereunder, and (ii) with
respect to Incentive Compensation Awards for Covered Employees, no amendment of the Plan to change the performance goal based
on Consolidated Earnings, to change the maximum Incentive Compensation Award, to change the maximum
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