Honeywell 2008 Annual Report Download - page 282

the Participant's taxable year next following the Participant's taxable year in which the related taxes are remitted to the taxing
authority.
ARTICLE XIII
SEVERABILITY
If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining
parts of this Plan, but this Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.
ARTICLE XIV
MISCELLANEOUS
14.1 Legal Fees
After the Plan Administrator has determined that (a) an employee satisfies the definition of Participant, and (b) such Participant is
entitled to benefits under the Plan, Honeywell shall reimburse such Plan Participant for all reasonable legal fees and expenses incurred
by the Participant after a Change in Control in seeking to obtain or enforce the payment of benefits payable after a Change in Control
under this Plan if payment of benefits due and payable is not made within ten (10) days after written request by the Participant.
Subject to Section 12.2(c), such payments of legal fees shall be made within thirty (30) business days after delivery of the Participant's
written request for payment accompanied with such evidence of fees and expenses incurred.
14.2 No Waiver
No waiver by a Participant at any time of any breach by Honeywell of, or of any lack of compliance with, any condition or
provision of this Plan to be performed by Honeywell shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. In no event shall the failure by a Participant to assert any right under the Plan (including, but
not limited to, failure to assert the existence of conditions which would constitute an Involuntary Termination under Section 2.15(b))
be deemed a waiver of such right or any other right provided under the Plan, unless the Participant affirmatively elects, in writing, to
waive such right. Notwithstanding the foregoing, no waiver shall be effective if such waiver would result in a violation of Section
409A of the Code.
14.3 Coordination of Benefits
In the event that (a) a Participant in the Plan is covered by another severance plan of Honeywell or an affiliate which provides
benefits similar to those provided under the Plan, and (b) such Participant becomes entitled to benefits under the Plan and such other
plan, then, subject to Section 4.3, each benefit to which the Participant is entitled shall contain those rights and features which
combine the most favorable rights and features of such benefit under the Plan and such other plan; provided, however, that in no event
shall there be any duplication of such benefit. 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).
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