Honeywell 2008 Annual Report Download - page 203

of the Code at the time of payment shall be paid at the same time and in the same payment form as the benefits paid under the other severance plan described
above.
PART II
SPECIAL PROVISIONS THAT BECOME EFFECTIVE
ONLY UPON CHANGE IN CONTROL
18. Change in Control.
(a) The provisions of this Part II become effective upon a Change in Control and, in addition to the provisions of Part I that are not superseded by
provisions of this Part II, shall control (i) the determination of eligibility for, the amount of, and the time of payment of benefits under the Plan to any Existing
Participant or Officer Participant who is the subject of a Covered Termination which occurs within the two-year period following the Change in Control, (ii)
the terms of payment for any Existing Participant or Officer Participant whose Severance Period extends beyond the Change in Control, and (iii) the
determination of eligibility for, the amount of, and the time of payment of benefits under Section 21 of the Plan to any Existing Participant or Officer
Participant.
(b) Without derogation to the effect the provisions of this Part II may have on the determination of any Participant’s eligibility for benefits under the Plan
or the amount of such benefits, it is intended that this Part II will assure that the purposes of this Plan, as they may affect Existing Participants or Officer
Participants, will not be adversely affected by the unique circumstances which may exist following a Change in Control. The provisions of this Part II will
have no effect whatsoever prior to a Change in Control.
19. Definitions.
(a) “Honeywell Employer” means the Employer and any other person, organization or entity that agrees in writing to be bound by the terms of the Plan
for a period of time that extends through the two-year period following a Change in Control.
(b) “Annual Incentive Compensation” means, notwithstanding the provisions of Section 1(b), the product of Annual Base Salary and the greater of (i) the
target percentage utilized in determining Incentive Awards as in effect for the most recent Determination Year ended prior to the Change in Control, or (ii) the
average of the target percentages applied in determining the Participant’s Incentive Award in the last three Determination Years prior to the date of Covered
Termination (or such lesser period as the Participant may have been employed).
(c) “Covered Termination” means, notwithstanding the provisions of Section 1(j), severance of the employment relationship (i) at the initiative of the
Participant for Good Reason, or (ii) at a Honeywell Employer’s initiative for reasons other than death or Gross Cause. 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, a Covered Termination shall
be deemed to have occurred only if the new employer has not agreed in writing to be a Honeywell Employer with respect to the Participant or the Participant
is not employed by the new employer.
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