Honeywell 2008 Annual Report Download - page 259

(c) the stockholders of Honeywell approve a merger or consolidation of Honeywell with any other corporation, other than (i) a
merger or consolidate which would result in the voting securities of Honeywell outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of Honeywell or such surviving entity outstanding immediately after such
merger or consolidation; or (ii) a merger or consolidation effected to implement a capitalization of Honeywell (or similar transaction)
in which no "person" (as hereinabove defined) acquires more than thirty percent (30%) of the combined voting power of Honeywell's
then outstanding securities; or
(d) the stockholders of Honeywell approve a plan of complete liquidation of Honeywell or an agreement for the sale or
disposition of all or substantially all of Honeywell's assets (or any transaction having a similar effect).
4.3. Taxes. All taxes which may be due with respect to any payments or benefits under this Plan are the obligation of the Participant
and not the obligation of the Employer. Notwithstanding any provision in this Plan to the contrary, if all or a portion of a benefit in
this Plan is determined to be includable in an individual's gross income and subject to income tax at any time prior to the time such
benefit would otherwise be paid, that benefit or that portion of a benefit shall be distributed to the individual if such distribution is
permitted by Code section 409A. For this purpose, an amount is determined to be includable in an individual's gross income upon the
earliest of: (a) a final determination by the Internal Revenue Service addressed to the individual which is not appealed, (b) a final
determination of by the United States Tax Court or any other federal court affirming an IRS determination, or (c) an opinion addressed
to Honeywell by the tax counsel for Honeywell that, by reason of the Code, Treasury Regulations, published IRS rulings, court
decisions or other substantial precedent, the amount is subject to federal income tax prior to payment.
4.4. Incompetency. When the Committee determines that an individual to whom benefits are payable is unable to manage his or her
financial affairs, the Committee may pay such individual's benefits to a duly appointed conservator or other legal representative of
such individual or, if no prior claim has been made by such a conservator or legal representative, to a person or institution entrusted
with the care or maintenance of the incompetent or disabled individual if the Committee is satisfied that the payments will be used for
the best interest of such individual. Any payment made in accordance with this Section shall constitute a complete discharge or any
liability or obligation of the Employer and Plan.