Honeywell 2008 Annual Report Download - page 281

The Plan is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, and will be construed in accordance to
ERISA's requirements.
12.2 Section 409A of the Code.
(a) Interpretation – Notwithstanding the other provisions hereof, this Plan is intended to comply with the requirements of
Section 409A of the Code, to the extent applicable, and this Plan shall be interpreted to avoid any penalty sanctions under Section
409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with
Section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code.
If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of
the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be
imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Plan may
only be made upon a "separation from service" within the meaning of such term under Section 409A of the Code, each payment made
under this Plan shall be treated as a separate payment and the right to a series of installment payments under this Plan is to be treated
as a right to a series of separate payments. In no event shall the Participant, directly or indirectly, designate the calendar year of
payment.
(b) Payment Delay – To the maximum extent permitted under Section 409A of the Code, the severance benefits provided under
this Plan are intended to comply with the "short-term deferral exception" under Treas. Reg. §1.409A-1(b)(4), and any remaining
amount is intended to comply with the "separation pay exception" under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, if on
the date of the Participant's termination of employment Honeywell's stock is publicly-traded on an established securities market or
otherwise and the Participant is a Specified Employee, then all cash severance payments payable to the Participant under this Plan that
are deemed as deferred compensation subject to the requirements of Section 409A of the Code and payable within six (6) months
following the Participant's "separation from service" shall be postponed for a period of six (6) months following the Participant's
"separation from service" with Honeywell. The postponed amounts shall be paid to the Participant in a lump sum within thirty (30)
days after the date that is six (6) months following the Participant's "separation from service" with Honeywell If the Participant dies
during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of
Section 409A of the Code shall be paid to the personal representative of the Participant's estate within sixty (60) days after
Participant's death.
(c) Reimbursements – All reimbursements provided under this Plan shall be made or provided in accordance with the
requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses
incurred during the Participant's lifetime (or during a shorter period of time specified in this Plan), (ii) the amount of expenses eligible
for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the
reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the
expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Any tax gross up
payments to be made hereunder shall be made not later than the end of
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