Honeywell 2008 Annual Report Download - page 170

interest rate on deferred Awards, or to change the definition of Consolidated Earnings, shall be effective without approval by the
shareowners of the Company.
B. The decision of the Committee with respect to any questions arising in connection with the administration or interpretation of
the Plan shall be final, conclusive and binding.
XII. Miscellaneous
A. The Plan is intended to comply with the requirements of Section 409A of the Code (“Section 409A”) and the regulations
promulgated thereunder, and the provisions hereof shall be interpreted in a manner that satisfies such requirements, to the extent
permitted by law. All Grandfathered Awards are intended to be excluded from coverage under Section 409A pursuant to Section
1.409A-6 “Statutory application and effective dates”. All Incentive Compensation Awards granted after December 31, 2004 are
intended to be excluded from coverage under Section 409A pursuant to Section 1.409A-1(b)(4) “Short-term deferrals”. If any
provision of the Plan would otherwise frustrate or conflict with this intent, the Board of Directors may amend the Plan to the extent
necessary to comply with Section 409A, provided that such amendment shall not result in additional cost to the Company and
provided further that nothing herein shall require the Company to provide any Employee with any gross-up for any tax, interest or
penalty incurred by the Employee under Section 409A of the Code.
B. All expenses and costs in connection with the operation of the Plan shall be borne by the Company and no part thereof (other
than the amounts of Incentive Compensation Awards to Senior Executive Employees under the Plan) shall be charged against the
Reserve.
C. All Awards under the Plan are subject to withholding, where applicable, for federal, state and local taxes.
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