Honeywell 2008 Annual Report Download - page 300

Affiliate is outstanding, the Committee may, in its discretion, deem such Employee to have a Termination of Employment on the date the
Affiliate ceases to be an Affiliate or on a later date specified by the Committee; (b) the Committee shall make any determination described in
clause (a) before or not more than a reasonable period after the date the Affiliate ceases to be an Affiliate; and (c) each Employee's
Termination of Employment shall be treated as an involuntary termination not for Cause. For purposes of clarification, any non-qualified
deferred compensation (within the meaning of Section 409A of the Code) payable to the Employee upon a Termination of Employment
pursuant to the terms and conditions of this Plan shall be paid to the Employee upon a “separation from service”, as determined in accordance
with Section 409A of the Code.
2.42 “Unit” means, for purposes of Growth Plan Units, the potential right to an Award equal to US$100 (or such amount of other monetary
currency as the Committee shall determine) and, for purposes of Restricted Units, the potential right to acquire one Share.
ARTICLE III
ADMINISTRATION
3.1 The Committee. The Plan will be administered by the Committee.
3.2 Authority of the Committee. The Committee will have authority, in its sole and absolute discretion and subject to the terms of the Plan,
to (i) interpret the Plan; (ii) prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan,
and amend or rescind any existing rules or regulations relating to the Plan; (iii) select Employees to receive Awards under the Plan; (iv)
determine the form of Awards, the number of Shares subject to each Award, all the terms and conditions of an Award including, without
limitation, the conditions on exercise or vesting, the designation of Stock Options as Incentive Stock Options or Nonqualified Stock Options and
the terms of Award Agreements; (v) determine whether Awards will be granted singly, in combination or in tandem; (vi) establish and administer
Performance Measures in connection with Performance Awards, and certify the level of performance attained with respect to Performance
Measures; (vii) waive or amend any terms, conditions, restrictions or limitations on an Award, except that (A) the prohibition on the repricing of
Stock Options and Stock Appreciation Rights, as described in Section 4.3(g), may not be waived, (B) the terms and conditions of Awards to
Reporting Persons cannot be modified, amended or waived other than on account of death, Disability, retirement, Change in Control, or
Termination of Employment in connection with a business transfer, and (C) Awards to Employees who are not Reporting Persons, the terms
and conditions of which are modified, amended or waived, relate to no more than 5 percent of the number of Shares available under the Plan
as of April 24, 2006, subject to adjustment in accordance with Section 5.3; (viii) in accordance with Article V, make any adjustments to the Plan
(including but not limited to adjustment of the number of Shares available under the Plan or any Award) and any Award granted under the Plan
that may be appropriate; (ix) provide for the deferred payment of Awards and the