Honeywell 2008 Annual Report Download - page 221

subsidiary or savings, pension or other benefit plan for the benefit of employees of the Corporation or its subsidiaries) which
theretofore beneficially owned less than 30% of the Corporation’s common stock (the “Common Stock”) then outstanding, acquires
shares of Common Stock in a transaction or a series of transactions that results in such entity, person or group directly or indirectly
owning beneficially 30% or more of the outstanding Common Stock, (ii) of the purchase of Common Stock pursuant to a tender offer
or exchange offer (other than an offer by the Corporation) for all, or any part of, the Common Stock, (iii) of a merger in which the
Corporation will not survive as an independent, publicly owned corporation, a consolidation, a sale, exchange or other disposition of
all or substantially all of the Corporation’s assets, (iv) of a substantial change in the composition of the Board during any period of
two consecutive years such that individuals who at the beginning of such period were members of the Board cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination for election by the shareowners of the Corporation, of each
new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of
the period, or (v) of any transaction or other event which the Committee, in its sole discretion, determines to be a Change in Control
for purposes of the Plan. Notwithstanding the foregoing, for purposes of clause (ii) of Paragraph 11(a), a Change in Control shall be
deemed to occur only if the Change in Control constitutes a change in the ownership or effective control of the Corporation, or in the
ownership of a substantial portion of the assets of the Corporation within the meaning of Section 409A of the Code and its
corresponding regulations.
12. Administration.
(a) Plan Administrator. The Plan Administrator and “named fiduciary” for purposes of the Employee Income Retirement Security
Act of 1974, as amended (“ERISA”) shall be the Senior Vice President-Human Resources and Communications of the Corporation (or
the person acting in such capacity in the event such position is abolished, restructured or renamed). The Plan Administrator shall have
the authority to appoint one or more other named fiduciaries of the Plan and to designate persons, other than named fiduciaries, to
carry out fiduciary responsibilities under the Plan, pursuant to Section 405(c)(1)(B) of ERISA. Any person acting on behalf of the Plan
Administrator shall serve without additional compensation. The Plan Administrator shall keep or cause to be kept such records and
shall prepare or cause to be prepared such returns or reports as may be required by law or necessary for the proper administration of
the Plan.
(b) Powers and Duties of Plan Administrator. The Plan Administrator shall have the full discretionary power and authority to
construe and interpret the Plan (including, without limitation, supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan); to determine all questions of fact arising under the Plan, including
questions as to eligibility for and the amount of benefits; to establish such rules and regulations (consistent with the terms of the Plan)
as it deems necessary or appropriate for administration of the Plan; to delegate responsibilities to others to assist it in administering the
Plan; to retain attorneys, consultants, accountants or other persons (who may be employees of the Corporation or its subsidiaries) to
render advice and assistance as it shall determine to be necessary to effect the proper discharge of any duty for which it is responsible;
and to perform all other acts it believes reasonable and proper in connection with the administration of the Plan.
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