Honeywell 2008 Annual Report Download - page 194

Provided, however, that the Severance Pay Factor of an Existing Participant, whose Salary Grade is reduced after a Change in Control, shall not be
reduced for purposes of this Plan.
(B) An Officer Participant shall receive a benefit in an amount equal to his or her Base Salary multiplied by a Severance Pay Factor of 18 (or 36 in
the case of an Officer Participant who is an Executive Vice President or Senior Vice President), or following a Change in Control, a Severance Pay Factor of
24 (36 in the case of an Officer Participant who is an Executive Vice President or Senior Vice President).
(C) A New Participant shall receive a benefit in an amount equal to his or her Base Salary multiplied by a Severance Pay Factor of 12.
(ii) Annual Incentive Compensation. An Existing Participant or an Officer Participant shall receive a benefit in an amount equal to his or her Annual
Incentive Compensation multiplied by the applicable Pro Rata Factor. The Pro Rata Factor shall be determined for the calendar year in which a Covered
Termination occurs and each calendar year thereafter through the end of the calendar year in which the Severance Period ends.
(iii) Benefit Continuation. For the duration of the Severance Period, the Participant shall be entitled to the continuation of the following employee
benefits:
(A) Basic and contributory medical insurance (including for qualified dependents) (“Health Plan Coverage”), at the active employee coverage
level and prevailing active employee contribution rate, if any; provided, however, (1) that such level of Health Plan Coverage shall not exceed the level of
Health Plan Coverage in effect on the date of the Participant’s Covered Termination, (2) that such continuation of Health Plan Coverage will cease on the
earlier of (I) the first month that similar benefits are provided to the Participant by a subsequent employer, (II) the first month in which the Participant fails to
pay to the Employer the prevailing active employee contribution rate, (III) the end of the Severance Period, or (IV) the date on which such coverage must
terminate pursuant to the terms of the controlling health insurance benefit plan applicable to the Participant on the date of such Participant’s Covered
Termination, and (3) the Employer-paid portion of the monthly premium for the Health Plan Coverage shall be imputed as income to the Participant as may
be required under section 105(h) of the Code, subject to applicable withholding from amounts otherwise payable to the Participant.
(B) Basic and contributory life insurance (including for qualified dependents) (“Life Insurance Coverage”), at the active employee coverage level
and prevailing active employee contribution rate, if any; provided, however, (1) that such level of Life Insurance Coverage shall not exceed the level of Life
Insurance Coverage in effect on the date of the Participant’s Covered Termination, (2) that such continuation of Life Insurance Coverage will cease on the
earlier of (I) the date similar benefits are provided the Participant by a subsequent employer, (II) the first month in which the
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