Honeywell 2008 Annual Report Download - page 190

(e) “Career Band” means the salary and position classification system adopted by the Company for use after January 1, 1994.
(f) “Change in Control” is deemed to occur at the time (i) when any entity, person or group (other than the Company, any subsidiary or any savings,
pension or other benefit 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, (ii) of the purchase of shares of 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, (iii) of a merger in which the Company will not survive as an
independent, publicly owned corporation, (iv) of a consolidation, or a sale, exchange or other disposition of all or substantially all of the Company’s assets,
(v) of a substantial change in the composition of the Board during any period of two consecutive years such that individuals who at the beginning of such
period were members of the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the
shareowners of the Company, 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, or (vi) of any transaction or other event which the Management Development and Compensation Committee of the Board, in its
discretion, determines to be a Change in Control for purposes of this Plan.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, together with applicable final regulations issued thereunder.
(h) “Common Stock” means the common stock of the Company or such other stock into which the common stock may be changed as a result of split-ups,
recapitalizations, reclassifications and any similar transaction.
(i) “Company” means Honeywell International Inc., a Delaware corporation.
(j) “Covered Termination” means, except as provided in Section 19(c), a Participant’s Discharge. Notwithstanding the preceding sentence, in the event of
a sale or transfer of a facility or line of business that causes a severance of the employment relationship with the Employer, a Covered Termination also shall
be deemed to have occurred only if the Participant is not offered substantially comparable employment with the new employer, as determined by the Plan
Administrator, in its sole discretion. In addition, following a Change in Control, a Covered Termination shall include any geographic relocation of the
Participant’s position to a new location which is more than fifty (50) miles from the location of the Participant’s position immediately prior to a Change in
Control.
(k) “Discharge” means an involuntary termination of a Participant’s employment relationship by the Employer for reasons other than death or Gross
Cause.
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