Honeywell 2008 Annual Report Download - page 276

4.5 Potential Change in Control Period
In the event a Potential Participant (as defined below) is involuntarily terminated by Honeywell (i) during a Potential Change in
Control Period, and (ii) under circumstances described in clause (a) of Section 2.14 that are related to the potential Change in Control,
the Plan Administrator may, in his sole discretion, provide that following the consummation of the Change in Control to which the
potential Change in Control relates, severance benefits payable to such Potential Participants under the severance pay plan then in
effect with respect to such individual (the "Base Severance Amount") shall be supplemented by an amount equal to the difference
between such Base Severance Amount and the benefits including, without limitation, the special vesting and pension enhancement
provisions of Section 4.2(c) that would have been provided under this Plan had a Change in Control occurred immediately prior to
such involuntary termination. The supplemental cash severance benefits provided by this Section 4.5 shall commence to be paid in
accordance with Honeywell's normal payroll periods, with the first installment to be paid within sixty (60) days following the date of
the Change in Control.
For purposes of this Section 4.5, "Potential Participant" means an employee who would satisfy the definition of Participant if a
Change in Control had occurred at the beginning of the Potential Change in Control Period.
For purposes of this Section 4.5, a "Potential Change in Control Period" shall commence when (a) Honeywell enters into an
agreement, the consummation of which would result in the occurrence of a Change in Control, (b) Honeywell or any person or group
publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control, (c)
any person or group (other than Honeywell, any Affiliated Company (or any savings, pension or other benefit plan for the benefit of
employees of Honeywell or its Affiliated Companies)) becomes the beneficial owner, directly or indirectly, of securities of Honeywell
representing fifteen percent (15%) or more of either the then outstanding shares of common stock of Honeywell or the combined
voting power of Honeywell's then outstanding securities (not including in the securities beneficially owned by such person or group
any securities acquired directly from Honeywell or its Affiliated Companies), or (d) the Board of Directors of Honeywell 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
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