Honeywell 2008 Annual Report Download - page 225

amount otherwise payable to the Participant (or his beneficiary). Each Participant, however, shall be responsible for the payment of all
individual tax liabilities relating to any such benefits.
(i) Potential Change in Control Period. A “Potential Change in Control Period” shall commence when: (i) the Corporation enters
into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) the Corporation or any
person or group publicly announces an intention to take or to consider taking actions which, if consummated, would result in a Change
in Control; (iii) any person or group (other than the Corporation, any subsidiary or any savings, pension or other benefit plan for the
benefit of employees of the Corporation or its subsidiaries) becomes the beneficial owner, directly or indirectly, of securities of the
Corporation representing 15% or more of either the then outstanding shares of common stock of the Corporation or the combined
voting power of the Corporation’s then outstanding securities (not including in the securities beneficially owned by such person or
group any securities acquired directly from the Corporation or its affiliates); or (iv) the Board adopts a resolution to the effect that, for
purposes of the Plan, a Potential Change in Control Period has commenced. The Potential Change in Control Period shall continue
until the earlier of (A) a Change in Control, or (B) the adoption by the Board of a resolution stating that, for purposes of the Plan, the
Potential Change in Control Period has expired.
(j) Section 409A. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and its
corresponding regulations and related guidance with respect to amounts credited to the Non-Grandfathered Accounts of Participants,
and shall be administered in accordance with Section 409A of the Code with respect to such Accounts. Notwithstanding anything in
the Plan to the contrary, elections to defer compensation into Non-Grandfathered Accounts under the Plan, and distributions of Non-
Grandfathered Accounts, may only be made in a manner and upon an event permitted by Section 409A of the Code. To the extent that
any provision of the Plan would cause a conflict with the requirements of Section 409A of the Code, or would cause the
administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and
void to the extent permitted by applicable law. Other than a valid Election Form, in no event shall a Participant, directly or indirectly,
designate the calendar year of payment with respect to Non-Grandfathered Accounts. For avoidance of doubt, deferrals under the Plan
are maintained on a Plan Year basis.
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