Honeywell 2008 Annual Report Download - page 220

Participant’s prior election under Paragraph 4 hereof would result in severe financial hardship to the Participant and such hardship is
the result of an unforeseeable emergency caused by circumstances beyond the control of the Participant. An “unforeseeable
emergency” means a severe financial hardship to the Participant resulting from (1) an illness or accident that occurs to the Participant,
the Participant’s spouse or the Participant’s dependent (as defined in section 152(a) of the Code, (2) loss of the Participant’s property
due to casualty, or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
Participant’s control. The amount withdrawn cannot exceed the amount necessary to satisfy the emergency and estimated taxes the
Participant will incur as a result of such distribution. Acceleration of payment may not be made under this Paragraph 10 to the extent
that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of
the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship.
11. Change in Control.
(a) Initial Lump Sum Election. Notwithstanding any election made pursuant to Paragraphs 4 and 5 hereof, a Participant (i) may file
a written election with the Corporation to have the Deferral Amounts and Interest Equivalents credited to the Participant’s
Grandfathered Account paid in one lump-sum payment as soon as practicable following a Change in Control (as defined below), but
in no event later than 90 days after such Change in Control, and (ii) may designate in his Election Form during the Open Enrollment
Period for a particular Plan Year that Deferral Amounts and Interest Equivalents credited to the Participant’s Non-Grandfathered
Account for such Plan Year be paid in one lump-sum payment within 90 days after such Change in Control. The Interest Equivalents
on any Deferral Amount payable pursuant to this Paragraph 11(a) shall include the “Contingent Rate” credited to such Deferral
Amount without regard to whether such amount has become nonforfeitable as provided in Paragraph 6 at the time the applicable
Change in Control occurs.
(b) Revocation of Lump-Sum Election. A Participant may revoke an election made pursuant to clause (i) of Paragraph 11(a)
(including an election not to be paid in one lump sum upon a Change in Control), but only for amounts credited to a Participant’s
Grandfathered Account, by filing an appropriate written notice with the Corporation. A revocation notice filed pursuant to this
Paragraph 11(b) shall be subject to such terms and conditions as the Corporation shall establish and shall be effective with respect to
all of the Deferral Amounts and Interest Equivalents credited to a Participant’s Grandfathered Account. Any such election shall be
subject to such restrictions and limitations as the Corporation shall determine in its sole discretion.
(c) Limitations on Elections. For purposes of a Participant’s election with respect to amounts covered by clause (i) of Paragraph
11(a) or a revocation of such election pursuant to Paragraph 11(b), such election shall not be effective unless filed with the
Corporation at least 90 days prior to a Change in Control.
(d) Definition of Change in Control. For purposes of the Plan, a Change in Control is deemed to occur at the time (i) when an
entity, person or group (other than the Corporation, any
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