Honeywell 2008 Annual Report Download - page 298

otherwise specified by the Committee, over which the level of attainment of performance of a Performance Measure will be determined.
2.30 “Performance Measure” means, with respect to any Performance Award, the business criteria selected by the Committee to measure
the level of performance of the Company during the Performance Cycle. The Committee may select as the Performance Measure for a
Performance Cycle any one or combination of the following Company measures, separately or in relation to each other, as interpreted by the
Committee, which (to the extent applicable) will be determined in accordance with GAAP: (a) Sales (or any component of sales); (b) Operating
income; (c) Net income; (d) Earnings per Share; (e) Return on equity; (f) Cash flow (including operating cash flow and free cash flow); (g) Cash
flow per Share; (h) Return on invested capital; (i) Return on investments; (j) Return on assets; (k) Economic value added (or an equivalent
metric, as determined by the Committee); (l) Share price; (m) Total shareowner return; (n) Cost and expense reduction; or (o) Working capital.
Performance Measures may be measured before or after taking taxes, interest, depreciation and/or amortization into consideration, in the
discretion of the Committee.
2.31 “Potential Change in Control Period” is deemed to commence at the time of the earliest of the following events to occur: (i) the
Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control or otherwise result in an
acceleration of the vesting of the Awards (except by virtue of the Participant's Full Retirement, death or Disability); (ii) the Company or any
person or group publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change in
Control or otherwise result in an acceleration of the vesting of the Awards (except by virtue of the Participant's Full Retirement, death or
Disability); (iii) any person or group (other than the Company, any subsidiary of the Company or any savings, pension or other benefit plan for
the benefit of employees of the Company or its subsidiaries) becomes the beneficial owner, directly or indirectly, of securities of the Company
representing 15 percent or more of either the then outstanding Shares or the combined voting power of the Company's then outstanding
securities (not including in the securities beneficially owned by such person or group any securities acquired directly from the Company or its
Affiliates); or (iv) the Board 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 is deemed to continue until the earlier of (a) the date on which an acceleration of vesting
is deemed to occur (except by virtue of the Participant's Full Retirement, death or Disability), or (b) the adoption by the Board of a resolution
stating that, for purposes of the Plan, the Potential Change in Control Period has expired.
2.32 “Reporting Person” means an Employee who is subject to the reporting requirements of Section 16(a) the Exchange Act.