Honeywell 2008 Annual Report Download - page 204

(d) “Existing Participant” for purposes of this Part II means (i) an individual who, on July 1, 1993, was an employee of an Employer in Salary Grade 20 or
above or in a position comparable to Salary Grade 20 or above, or (ii) an individual who, as of April 1, 1999, is determined by the Senior Vice President,
Human Resources and Communications to be in a position comparable to Salary Grade 20, and is or reports directly to a functional Senior Vice President of
the Company.
(e) “Good Reason” means any one or more of the following:
(i) A material diminution in the Participant’s authority, duties and/or responsibilities as they existed immediately preceding the Change in Control.
(ii) A material decrease in base compensation.
(iii) A material reduction in the aggregate benefits available to the Participant where such reduction does not apply to all similarly-situated employees.
(iv) 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.
(v) Any action by a Honeywell Employer that under applicable law constitutes constructive discharge.
(vi) The failure of any entity that is a successor to the Company or any of its affiliates (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to become a Honeywell Employer or otherwise expressly assume and agree to honor this Plan, if such action, assumption or agreement is legally
required to make this Plan enforceable against the successor.
Notwithstanding the foregoing, Good Reason shall not be deemed to have occurred unless the Participant provides written notice to the Company or its
successor, as applicable, identifying the event or omission constituting the reason for a Good Reason termination no more than ninety (90) days following the
first occurrence of such event or omission. Within thirty (30) days after notice has been provided to the Company or its successor, as applicable, the Company
or its successor, as applicable, shall have the opportunity, but not the obligation, to cure such event or conditions that give rise to a Good Reason termination.
If the Company or its successor, as applicable, fails to cure the events or conditions giving rise to Participant’s Good Reason termination by the end of the
thirty (30) day cure period, the Participant’s employment shall terminate at the end of the thirty (30) day cure period.
(f) “Gross Cause” means any of the following: (i) clear and convincing evidence of a significant violation of the Company’s Code of Business Conduct;
(ii) the misappropriation, embezzlement or willful destruction of Company property of significant value; (iii)(A) the willful failure to perform, (B) gross
negligence in the performance of, or (C) intentional misconduct in the performance of, significant duties that results in material harm to the business of the
Company; (iv) the conviction (treating
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