Honeywell 2008 Annual Report Download - page 206

21. Benefit Payments and Forfeiture of Benefits.
(a) Benefit Payments. Notwithstanding the provisions of Section 4, unless delay is required pursuant to Section 15(b)(ii), benefits that are determined to be
payable to a Participant under Sections 3(a)(i) and 3(a)(ii) on or after a Change in Control shall be paid within 60 days following the later of the Change in
Control or the Covered Termination, in a single lump sum payment equal to the sum of (i) the total amount of the benefit remaining payable under Section
3(a)(i), and (ii) the amount of the benefit remaining payable under Section 3(a)(ii) for all Determination Years which are coextensive, in whole or part, with
the Severance Period; provided, however, that the single lump sum payable pursuant to this Section will only be paid if the Change in Control constitutes a
“change in control event” under Section 409A of the Code, otherwise, the payment shall be paid (or continue to be paid, if in pay status) in the same form and
at the same times as provided under Section 4(a). The requirements of Section 3(b) shall have no application to benefits payable after a Change in Control.
Unless delay is required pursuant to Section 15(b)(ii), benefits which are determined to be payable to a Participant under Section 20(a) shall be paid within
thirty days following the later of a Change in Control or the date the “parachute payments” referred to in Section 20 are made, in a single payment equal to
the amount of the benefit determined under Section 20(b). If any benefit is paid later than the time provided in this Section 21(a), such late payment shall be
credited with interest for the period from the date payment should have been made to the date actually made at a rate equal to the average quoted rate for
three-month U.S. Treasury Bills for the week preceding the date of payment, as determined by the New Plan Administrator, plus six percentage points.
(b) Subsequent Benefit Payments. Notwithstanding the provisions of Section 4, in the event the Internal Revenue Service assesses a Section 4999 Tax due
which is in excess of the amount determined by the Honeywell Employer under Section 20(b), a Participant shall be paid within 60 days following the date the
Participant gives notice to the New Plan Administrator of proof of payment of the Section 4999 Tax in a single payment equal to the amount of the additional
benefit determined under Section 20(b), based upon the amount of the Section 4999 Tax paid in excess of any Section 4999 Tax with respect to which any
Enhancement Benefit was previously paid. If any benefit is paid later than the time provided in this Section 21(b), such late payment shall be credited with
interest for the period from the date payment should have been made to the date actually made at a rate equal to the average quoted rate for three-month U.S.
Treasury Bills for the week preceding the date of payment, as determined by the New Plan Administrator, plus six percentage points.
(c) Forfeiture of Benefits. Notwithstanding the provisions of Section 5, a Participant receiving benefits or entitled to receive benefits under the 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, as
determined by the New Plan Administrator, (i) is convicted of a felony committed against an Honeywell Employer, its property or business, (ii) commits any
fraud or misappropriates property, proprietary information, intellectual property or trade secrets of an Honeywell Employer for personal gain or for the benefit
of another party, or (iii) actively recruits and offers employment to any management employee of an Honeywell Employer.
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