Honeywell 2008 Annual Report Download - page 309

(ii) Acceleration of Vesting. All restrictions on Restricted Units and Restricted Stock will lapse upon the Full Retirement, death or
Disability of the Participant or upon the effective date of a Change in Control in accordance with Section 5.4.
(iii) Legend. To enforce any restrictions that the Committee may impose on Restricted Stock, the Committee will cause a legend
referring to the restrictions to be placed on all certificates for Shares of Restricted Stock. When restrictions lapse or are satisfied, a new
certificate, without the legend, for the number of Shares with respect to which restrictions have lapsed or been satisfied will be issued
and delivered to the Participant.
(e) Redemption of Restricted Units. Restricted Units may be redeemed for cash or whole Shares or a combination of cash and Shares,
in the discretion of the Committee, when the restrictions lapse and any other conditions set forth in the Award Agreement have been
satisfied provided that with respect to any Restricted Units subject to Section 409A of the Code such redemption will occur in a manner that
complies with Section 409A of the Code. Each Restricted Unit may be redeemed for one Share or an amount in cash equal to the Fair
Market Value of a Share as of the date on which the Restricted Unit vests and any attributable Dividend Equivalents and interest that have
been withheld.
(f) Deferred Units. Subject to Section 7.14 hereof and to the extent determined by the Committee, Participants shall be permitted to
request the deferral of payment of vested Restricted Units (including related Dividend Equivalents and interest) to a date later than the
payment date specified in the Award Agreement, provided that any such election be made in accordance with Section 409A of the Code.
The Committee will determine any terms and conditions on deferral, including the rate of interest to be credited on Dividend Equivalents
and whether interest will be compounded.
4.6 Other Stock-Based Awards. The Committee may, from time to time, grant Awards (other than Stock Options, Stock Appreciation
Rights, Restricted Units or Restricted Stock) to any Employee that consist of, or are denominated in, payable in, valued in whole or in part by
reference to, or otherwise related to, Shares. These Awards may include, among other things, phantom or hypothetical Shares. The Committee
will determine, in its discretion and subject to Section 7.14, the terms and conditions that will apply to Other Stock-Based Awards granted
pursuant to this Section 4.6, including whether Dividend Equivalents will be credited with respect to any such Award in the event of a payment
of dividends on Common Stock. The terms and conditions of Other Stock-Based Awards will be set forth in the applicable Award Agreement.
(a) Vesting. Except for Other Stock-Based Awards granted as Performance Awards and except as provided in Section 5.1, restrictions
on Other Stock-Based Awards will lapse, in the discretion of the Committee, over a period of three years