Honeywell 2008 Annual Report Download - page 205

a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised); or (v) clear and convincing evidence of
the willful falsification of any financial records of the Company that are used in compiling the Company’s financial statements or related disclosures, with the
intent of violating Generally Accepted Accounting Principles or, if applicable, International Financial Reporting Standards. In the case of a determination
under Part II of the Plan, Gross Cause shall be determined by the New Plan Administrator.
(g) “New Plan Administrator” shall mean such person or persons appointed pursuant to Section 22 to administer the Plan upon the occurrence of a
Change in Control.
20. Enhancement Benefit.
(a) If, following a Change in Control, any payment to a Participant from a Honeywell Employer or from any benefit or compensation plan or program
sponsored or funded by a Honeywell Employer is determined to be an “excess parachute payment” within the meaning of Section 280G of the Code or any
successor or substitute provision of the Code, with the effect that either the Participant is liable for the payment of the tax described in Section 4999 or any
successor or substitute provision of the Code (hereafter the “Section 4999 Tax”) or the Honeywell Employer has withheld the amount of the Section 4999
Tax, an additional benefit (hereafter the “Enhancement Benefit”) shall be paid from this Plan to such affected Participant.
(b) The Enhancement Benefit payable shall be an amount, which when added to all payments constituting “parachute payments” for purposes of Section
280G of the Code or any successor or substitute provision of the Code, is sufficient to cause the remainder of (i) the sum of the “parachute payments”,
including any Enhancement Benefit, less (ii) the amount of all state, local and federal income taxes and the Section 4999 Tax attributable to such payments
and penalties and interest on any amount of Section 4999 Tax, other than penalties and interest on any amount of Section 4999 Tax with respect to which an
Enhancement Benefit was paid to the Participant on or before the due date of the Participant’s federal income tax return on which such Section 4999 Tax
should have been paid, to be equal to the remainder of (iii) sum of the “parachute payments”, excluding any Enhancement Benefit, less (iv) the amount of all
state, local and federal income taxes attributable to such payments determined as though the Section 4999 Tax and penalties and interest on any amount of
Section 4999 Tax, other than penalties and interest on any amount of Section 4999 Tax with respect to which an Enhancement Benefit was paid to the
Participant on or before the due date of the Participant’s federal income tax return on which such Section 4999 Tax should have been paid, did not apply.
(c) In the event of a Change in Control, the provisions of this Section 20 shall be applicable to all Participants, as defined in Section 1(s).
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