Honeywell 2008 Annual Report Download - page 201

However, except as provided in Section 22(i), any Participant whose employment continues after amendment of the Plan shall be governed by the terms of the
Plan as so amended. Any Participant whose employment continues after termination of the Plan shall have no right to a benefit under the Plan.
13. Plan Not a Contract of Employment; Employer’s Policies Control.
Nothing contained in this Plan shall give an employee the right to be retained in the employment of an Employer. This Plan is not a contract of
employment between the Employer and any employee.
Any dispute involving issues of employment other than claims for benefits under this Plan shall be governed by the appropriate employment dispute
resolution policies and procedures of the Employer.
14. Action by an Employer.
Unless expressly indicated to the contrary herein, any action required to be taken by the Company may be taken by action of its Board or by any
appropriate officer or officers traditionally responsible for such determination or actions, or such other individual or individuals as may be designated by the
Board or any such officer.
15. Governing Law.
(a) ERISA. The Plan is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, and will be construed in accordance with the
provisions of ERISA.
(b) Section 409A of the Code.
(i) Interpretation. Notwithstanding the other provisions hereof, this Plan is intended to comply with the applicable requirements of Section 409A of the
Code and this Plan shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by
reference, shall be construed and interpreted to comply with Section 409A of the Code and, if necessary, any such provision shall be deemed amended to
comply with Section 409A of the Code. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation
from service” under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions
under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.
For purposes of Section 409A of the Code, each payment made under this Plan shall be treated as a separate payment and each installment and the right to a
series of installment payments under this Plan is to be treated as a right to a series of separate payments. In no event may the Participant, directly or indirectly,
designate the calendar year of payment.
(ii) Payment Delay. To the maximum extent permitted under Section 409A of the Code, the severance benefits provided under this Plan are intended to
comply
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