Honeywell 2008 Annual Report Download - page 196

(iii) Notwithstanding any provision of the Plan to the contrary, for a Participant who is a U.S. taxpayer subject to the requirements of Section 409A of
the Code, the time and form of payment of any payment that is provided by this Plan and also by the terms of the Honeywell International Inc. Severance Plan
for Corporate Staff Employees (Involuntary Termination Following a Change in Control) or any other severance pay plan that applies to such Participant shall
be determined in accordance with the terms of this Plan.
4. Benefit Payments.
(a) Form and Timing of Payments. Except as provided in Sections 21(a) and 21(b) and unless delay of payment is required pursuant to Section 15(b)(ii),
any Pay Continuation shall be paid in equal monthly installments over the Severance Period, with the first installment commencing within 60 days after the
Covered Termination, and any Prorated Annual Incentive Compensation shall be paid in the January after the end of the Determination Year. No Prorated
Annual Incentive Compensation shall be payable for any Determination Year with respect to which the Pro Rata Factor is less than or equal to zero.
(b) Interim Incentive Compensation Payments. In the event that a Participant’s employment is terminated pursuant to a Covered Termination within two
years following a Change in Control, the Participant shall be paid an additional amount, with respect to any Notice Period equal to the product of (1) the
amount of annual incentive compensation that such Participant would earn for the year of termination under the incentive compensation plan in which such
Participant participated immediately prior to such termination (assuming performance at the target level of performance), and (2) a fraction, the numerator of
which is the sum of the number of days in the Participant’s Notice Period, and the denominator of which is 365; provided, however, the numerator of such
fraction shall not include any period for which the Participant has already received or will receive a short-term incentive compensation award. Any amount
payable pursuant to this Section 4(b) shall be paid in a single lump sum payment no later than March 15th of the year following the year in which the Covered
Termination occurs.
5. Forfeiture of Benefits.
Notwithstanding anything to the contrary in the Plan and except as provided in Section 21(c), a Participant receiving benefits or otherwise entitled to
receive benefits under this Plan shall cease to receive such benefits under the Plan and the right to receive any benefits in the future under the Plan shall be
forfeited, in the event the Participant, either before or after termination of employment, as determined by the Named Fiduciary, in its sole discretion (a) is
convicted of a felony, (b) commits any fraud or misappropriates property, proprietary information, intellectual property or trade secrets of the Employer for
personal gain or for the benefit of another party, (c) actively recruits
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