Honeywell 2008 Annual Report Download - page 275

the Code) is determined to be an "excess parachute payment" within the meaning of Section 280G of the Code or any successor or
substitute provision of the Code, with the effect that either the Participant is liable for the payment of the tax described in Section
4999 or any successor or substitute provision of the Code (hereafter the "Section 4999 Tax") or Honeywell has withheld the
amount of the Section 4999 Tax, an additional benefit (hereinafter the "Enhancement Benefit") shall be paid from this Plan to such
affected Participant.
(ii) The Enhancement Benefit payable shall be an amount, which when added to all payments constituting "parachute
payments" for purposes of Section 280G of the Code or any successor or substitute provision of the Code, is sufficient to cause the
remainder of (1) the sum of the "parachute payments", including any Enhancement Benefit, less (2) the amount of all state, local
and federal income taxes and the Section 4999 Tax attributable to such payments and penalties and interest on any amount of
Section 4999 Tax, other than penalties and interest on any amount of Section 4999 Tax with respect to which an Enhancement
Benefit was paid to the Participant on or before the due date of the Participant's federal income tax return on which such Section
4999 Tax should have been paid, to be equal to the remainder of (3) sum of the "parachute payments", excluding any Enhancement
Benefit, less (4) the amount of all state, local and federal income taxes attributable to such payments determined as though the
Section 4999 Tax and penalties and interest on any amount of Section 4999 Tax, other than penalties and interest on any amount
of Section 4999 Tax with respect to which an Enhancement Benefit was paid to the Participant on or before the due date of the
Participant's federal income tax return on which such Section 4999 Tax should have been paid, did not apply. Unless a delay is
required pursuant to Section 12.2(b), benefits which are determined to be payable to a Participant under this Section 4.2(d) shall be
paid within thirty (30) days following the later of a Change in Control or the date the "parachute payments" are made, in a single
payment equal to the amount of the benefit determined under this Section 4.2(d)(ii) .
4.3 Benefit Limitations
Subject to Section 14.3, to avoid duplication of benefits, the amount of any similar benefits under this Plan shall be offset and
reduced by the amount of any similar benefit provided the Participant under other severance plans sponsored by Honeywell for which
the Participant may be eligible Notwithstanding any provision of the Plan to the contrary, for a Participant who is a U.S. taxpayer
subject to the requirements of Section 409A of the Code, the time and form of payment of any payment that is provided by this Plan
and also by the terms of the Senior Severance Plan, the Severance Pay Plan for Designated Career Band 5 Employees of Honeywell
International Inc., the Severance Pay Plan for Designated Employees of Honeywell International Inc. (Career Bands 1-4i) or any other
severance pay plan that applies to such Participant shall be determined in accordance with the terms of the other plan (and not this
Plan). In addition, notwithstanding any plan provisions to the contrary, to the extent a Participant who was a former employee of
Honeywell Inc. would be eligible for benefits under both this Plan and another severance plan sponsored by Honeywell Inc., such
Participant shall only be entitled to benefits under this Plan to the extent such Participant waives his or her rights to benefits under
such other severance plan.
4.4 Incentive Compensation During Notice and Vacation
In the event of the Involuntary Termination of a Participant's employment during the Protected Period, the Participant shall be paid
an additional amount, with respect to any notice period (whether provided under this Plan or pursuant to applicable law and whether
working or non-working) ("Notice Period"), if any, and any periods of accrued and unused vacation time (not including any
"grandfathered" transitional vacation credited to a Participant, but including any vacation deemed to be accrued by the Participant with
respect to the Participants Severance Pay Period) ("Vacation Period"), equal to the product of (a) such Participant's Annual Incentive
Compensation, and (b) a fraction, the numerator of which is the sum of the number of days in the Participant's Notice Period and
Vacation Period, and the denominator of which is three hundred sixty-five (365). Any amounts paid pursuant to this Section 4.4 shall
be paid to the Participant in installments in accordance with his or her normal payroll periods during the Severance Pay Period, with
the first installment being paid within sixty (60) days of the Involuntary Termination, unless delay is required pursuant to Section
12.2(b).
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