Honeywell 2008 Annual Report Download - page 270

benefit of employees of Honeywell) which theretofore beneficially owned less than 30% of the Common Stock then outstanding
acquires shares of Common Stock in a transaction or series of transactions that results in such entity, person or group directly or
indirectly owning beneficially 30% or more of the outstanding Common Stock, (b) of the purchase of shares of Common Stock
pursuant to a tender offer or exchange offer (other than any offer by Honeywell) for all, or any part of, the Common Stock, (c) of a
merger in which Honeywell will not survive as an independent, publicly owned corporation, a consolidation, or a sale, exchange or
other disposition of all or substantially all of Honeywell's assets, (d) of a substantial change in the composition of the Board of
Directors during any period of two consecutive years such that individuals who at the beginning of such period were members of the
Board of Directors cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by
the stockholders of Honeywell, 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 (e) of any transaction or other event which the Management Development and
Compensation Committee of the Board of Directors, in its discretion, determines to be a change in control for purposes of this Plan.
2.6 Code - means the Internal Revenue Code of 1986, as amended from time to time, together with the applicable final regulations
issued thereunder.
2.7 Common Stock - means the Common Stock of Honeywell or such other stock into which the Common Stock may be changed
as a result of split-ups, recapitalizations, reclassifications and the like.
2.8 Corporate Staff Employee - means a salaried or non-union hourly employee of Honeywell employed in Career Bands 1 through
7 who, during a Potential Change In Control Period (as defined in Section 4.5 below) and/or at the time of a Change in Control, (a) is
not associated with (i) an operating business of Honeywell or (ii) Business Services or any successor organization, and (b) (i) has a
reporting relationship, prior to a Change in Control, either direct or through one or more other employees, to one of the then Senior
Vice Presidents of Honeywell, (ii) prior to a Change in Control, held a position similar to a position which on April 1, 1999 had a
reporting relationship, either direct or indirect or through one or more other employees, to one of the then Senior Vice Presidents of
Honeywell, or (iii) reported prior or subsequent to a Change in Control directly to the Chairman and Chief Executive Officer of
Honeywell. For purposes of subsection (a) above, an employee (x) whose work is not primarily associated with business operations or
supportive of one or more particular businesses, (y) who is a functional leader, and (z) who has corporate-wide strategic
responsibilities or whose role is to coordinate cross-business unit functions (whether or not located in the United States), as well as
such employee's direct reports, shall be considered a Corporate Staff Employee. The Plan Administrator's final determination as to
whether an employee satisfies the definition of Corporate Staff Employee shall be deemed to be conclusive and binding. Corporate
Staff Employee shall not include any 1988 Plan Employee.
2.9 ERISA - means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with the
applicable final regulations issued thereunder.
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