Honeywell 2008 Annual Report Download - page 271

2.10 Good Reason – means, without the Participant's consent (a) a material reduction in the Participant's Pay in effect immediately
prior to the Change in Control other than a reduction that is generally applicable to all salaried and non-union hourly employees of
Honeywell, (b) permanent elimination of the Participant's position, not including transfer pursuant to the sale of a facility or line of
business in which the Participant is offered substantially comparable employment with the new employer, (c) in the case of a Band 5
or above Participant or a Participant who met the definition of Corporate Staff Employee immediately prior to the December 20, 2001
amendment and restatement of the Plan, a material reduction in one or more of the following factors: the Participant's position,
function, responsibilities or reporting level or in the standard of performance required of the Participant, as determined immediately
prior to a Change in Control, (d) a material change in the geographic location at which the Participant must perform the services from
the location the Participant was required to perform services immediately prior to a Change in Control, or (e) an action by Honeywell
that under applicable law constitutes constructive discharge. Notwithstanding the foregoing, Good Reason shall not be deemed to have
occurred unless, the Participant provides written notice to Honeywell identifying the event or omission constituting the reason for a
Good Reason termination no more than ninety (90) days following the first occurrence of such event or omission. Within thirty (30)
days after notice has been provided to Honeywell, Honeywell shall have to opportunity, but shall have no obligation, to cure such
event or conditions that give rise to a Good Reason termination. If Honeywell fails to cure the events or conditions giving rise to
Participant's Good Reason termination by the end of the thirty (30) day cure period, the Participant's employment shall terminate at the
end of the thirty (30) day cure period.
2.11 Gross Cause - means fraud, misappropriation of Honeywell property or intentional misconduct damaging to such property or
business of Honeywell, or the commission of a crime.
2.12 Honeywell - means Honeywell International Inc., a Delaware corporation, and any successors thereto.
2.13 Hour of Service - means each hour for which a Participant is directly or indirectly paid by Honeywell, a predecessor of
Honeywell or an Affiliated Company for performance of duties and for reasons other than performance of duties and includes regular
time, overtime, vacations, holidays, sickness, disability, paid layoff, and similar paid periods. Hours of Service shall be computed and
credited in accordance with Department of Labor Regulation Section 2530.200b -2(b) and (c), as amended from time to time.
2.14 Involuntary Termination - means (a) termination by Honeywell of the Participant's employment during the Protected Period,
other than upon mandatory retirement in compliance with applicable law, death or for Gross Cause, or (b) termination of employment
by a Participant during the Protected Period for Good Reason. In evaluating whether a Participant has incurred an Involuntary
Termination pursuant to subsection (b) above, the Plan Administrator shall consider the specific facts and circumstances of the
Participant's claim.
2.15 1988 Plan Employee - means an individual who (a) met the definition of Corporate Staff Employee under the Plan
immediately prior to its amendment and restatement on April 1, 1999 (the "1988 Plan Definition"), (b) who ceased to meet the Plan's
definition of
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