Honeywell 2008 Annual Report Download - page 182

9(b) to the extent that such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, or
(b) by liquidation of the Participant's assets, to the extent the liquidation of assets would not itself cause severe financial hardship. Any
distribution of Participant Deferred Contribution Amounts pursuant to this Paragraph 9 shall be made in cash, while any distribution of
Plan Employer Contribution Amounts pursuant to this Paragraph 9 shall be made in Common Stock. Any fractional shares of
Common Stock shall be paid in an equivalent cash amount, as determined using the closing price of Common Stock on the trading
date next preceding the distribution date.
10. Change in Control.
(a) Initial Lump-Sum Payment Election.
(i) Non-Grandfathered Contribution Amounts. Notwithstanding any election made pursuant to Paragraph 4 hereof, for Participant
Deferred Contributions attributable to each Plan Year beginning on or after January 1, 2007, a Participant may designate in his
Election Form at the time the individual files his Election Form during the Open Enrollment Period for a Plan Year to have his
Participant Deferred Contributions (and corresponding Plan Employer Contributions) for such Plan Year paid in one (1)-lump sum
payment as soon as practicable following a Change in Control, but in no event later than ninety (90) days after such Change in
Control (as defined below); provided however that if the event that constitutes a Change in Control does not qualify as a change in
ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation,
within the meaning of Section 409A(a)(2)(A)(v) of the Code and its corresponding regulations, a Change in Control shall not be
deemed to have occurred for purposes of this clause (i).
(ii) Grandfathered Contribution Amounts. Notwithstanding any election made pursuant to Paragraph 4 for Grandfathered
Contribution Amounts, any person who became eligible to participate in the Plan filed a written election with the Plan
Administrator on his Election Form to have his Grandfathered Contribution Amount paid in one (1) lump sum payment as soon as
practicable following a Change in Control (as defined below), but in no event later than ninety (90) days after such Change in
Control.
(iii) Form of Consideration. Any distribution of Participant Deferred Contribution Amounts pursuant to this Paragraph 10 shall
be made in cash, while any distribution of Plan Employer Contribution Amounts pursuant to this Paragraph 10 shall be made in
Common Stock (or the common stock of any successor corporation issued in exchange for, or with respect to, Common Stock
incident to the Change in Control). Any fractional shares of Common Stock (or the common stock of any successor corporation
issued in exchange for, or with respect to, Common Stock incident to the Change in Control) shall be paid in an equivalent cash
amount.
(b) Subsequent Lump-Sum Payment Election. For Grandfathered Contribution Amounts only, a Participant who did not make an
election pursuant to Subparagraph 10(a)(ii) or who has revoked, pursuant to Subparagraph 10(c), an election previously made under
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