Honeywell 2008 Annual Report Download - page 218

preceding sentence, in the event a Participant withdraws any portion of the Deferral Amount prior to the end of the third full
calendar year following the calendar year to which the Deferral Amount relates, the amount of Contingent Rate interest credited
with respect to such Deferral Amount at the time of withdrawal shall remain credited to such Account subject to the provisions of
the preceding sentence but shall not be credited with any Interest Equivalents after such date (“Frozen Contingent Interest”).
Notwithstanding anything in the Plan to the contrary, from and after the occurrence of a Change in Control (as defined below), the
rate at which Deferral Amounts accrue Interest Equivalents may not be decreased.
(b) Grandfathered Deferral Amounts. Deferral Amounts credited to a Participant’s Grandfathered Account shall accrue Interest
Equivalents at a single rate established by the Committee, in its sole discretion, for all Deferral Amounts credited to such
Grandfathered Account in each calendar year. The rate established by the Committee shall not exceed the greater of (i) 10% or (ii)
200% of the 10-year U.S. Treasury Bond rate at the time of determination. Such Interest Equivalents, once established for a Plan Year,
shall remain in effect with respect to Deferral Amounts credited to the Participant’s Grandfathered Account during such Plan Year
until the Deferral Amounts are distributed. The rate of notional interest established hereunder shall be set forth on Schedule A attached
hereto and made a part hereof. Any portion of such rate designated as the “Contingent Rate” shall become nonforfeitable only if the
Participant is still employed by the Corporation or any affiliate at the end of the third full calendar year in which the Deferral Amount
relates, provided, however, in the event a Participant terminates employment with the Corporation or an affiliate prior to such date for
reasons other than gross cause, the Committee shall treat such portion as nonforfeitable in the event the Participant’s employment with
the Corporation or an affiliate is involuntarily terminated (including a termination for “good reason” under any applicable severance
plan of the Corporation or an affiliate) or is terminated for such reasons as the Committee may determine from time to time in its sole
discretion. Notwithstanding the preceding sentence, in the event a Participant withdraws any portion of the Deferral Amount prior to
the end of the third full calendar year following the calendar year to which the Deferral Amount relates, the amount of Contingent
Rate interest credited with respect to such Deferral Amount at the time of withdrawal shall become Frozen Contingent Interest.
Notwithstanding anything in the Plan to the contrary, from and after the occurrence of a Change in Control, the rate at which Deferral
Amounts accrue Interest Equivalents may not be decreased.
7. Participant Accounts. All amounts credited to a Participant’s Account pursuant to Paragraphs 4 and 6 shall be unfunded general
obligations of the Corporation, and no Participant shall have any claim to or security interest in any asset of the Corporation on
account thereof.
8. Distribution from Accounts.
(a) Plan Years Beginning On and After January 1, 2006. Deferral Amounts and corresponding Interest Equivalents for Plan Years
beginning on and after January 1, 2006 shall be paid to the Participant at the time and in the form as elected by the Participant on his
Election Form for such Plan Year in accordance with the requirements of Paragraph 5(a).
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