Honeywell 2008 Annual Report Download - page 301

extent to which payment will be credited with Dividend Equivalents; (x) determine whether Awards may be transferable to family members, a
family trust, a family partnership or otherwise; (xi) establish any provisions that the Committee may determine to be necessary in order to
implement and administer the Plan in foreign countries; and (xii) take any and all other actions it deems necessary or advisable for the proper
operation or administration of the Plan.
3.3 Effect of Determinations. All determinations of the Committee will be final, binding and conclusive on all persons having an interest in
the Plan.
3.4 Delegation of Authority. The Committee, in its discretion and consistent with applicable law and regulations, may delegate its authority
and duties under the Plan to the Chief Executive Officer of the Company or any other individual or committee as it deems to be advisable,
under any conditions and subject to any limitations that the Committee may establish. Only the Committee, however, will have authority to grant
and administer Awards to Key Employees and other Reporting Persons, to establish and certify Performance Measures and to grant and
administer Awards to any delegate of the Committee with respect to the Plan.
3.5 Employment of Advisors. The Committee may employ attorneys, consultants, accountants and other advisors, and the Committee, the
Company and the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors employed.
3.6 No Liability. No member of the Committee, nor any person acting as a delegate of the Committee with respect to the Plan, will be liable
for any losses resulting from any action, interpretation or construction made in good faith with respect to the Plan or any Award granted under
the Plan.
ARTICLE IV
AWARDS
4.1 Eligibility. All Employees are eligible to receive Awards granted under the Plan, except as otherwise provided in this Article IV.
4.2 Form of Awards. Awards will be in the form determined by the Committee, in its discretion, and will be evidenced by an Award
Agreement. Awards may be granted singly or in combination or in tandem with other Awards.
4.3 Stock Options and Stock Appreciation Rights. The Committee may grant Stock Options and Stock Appreciation Rights under the
Plan to those Employees whom the Committee may from time to time select, in the amounts and pursuant to the other