Honeywell 2008 Annual Report Download - page 310

from the date of grant or any longer period that is specified in the Award Agreement. If the restrictions on Other Stock-Based Awards have
not lapsed or been satisfied as of the Participant's Termination of Employment, the Shares will be forfeited by the Participant if the
termination is for any reason other than the Full Retirement, death or Disability of the Participant or a Change in Control. The Committee, in
its discretion and as set forth in the Award Agreement, may allow faster vesting of Other Stock-Based Awards that are granted in place of
another Company award or other compensation payment from the Company that the Participant has voluntarily foregone or that replaces
awards that the Participant forfeited to enter into employment with the Company or an Affiliate.
(b) Acceleration of Vesting. All restrictions on Other Stock-Based Awards granted pursuant to this Section 4.6 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.
4.7 Limit on Individual Grants. Subject to Section 5.1 and 5.3, no Participant may be granted Awards (excluding Growth Plan Units or
Cash-Based Awards) relating to more than 3 million Shares over any period of 36 months. The maximum amount that may be paid in cash or
Shares pursuant to Growth Plan Units or Cash-Based Awards to any one Participant is $10 million (including the Fair Market Value of Shares)
for any Performance Cycle of 12 months. For any longer Performance Cycle, this maximum will be adjusted proportionally.
4.8 Termination for Cause. If a Participant incurs a Termination of Employment for Cause, then all outstanding Awards will immediately be
cancelled, except as the Committee may otherwise provide in the Award Agreement.
ARTICLE V
SHARES SUBJECT TO THE PLAN; ADJUSTMENTS
5.1 Shares Available. The Shares issuable under the Plan will be authorized but unissued Shares or Shares held in the Company's
treasury. The total number of Shares with respect to which Awards may be issued under the Plan may equal but may not exceed 43,000,000,
subject to adjustment in accordance with Section 5.3; provided, however, that from the aggregate limit:
(a) no more than 10 million Shares may be available for grant in the form of Incentive Stock Options;
(b) up to, but not more than, 2 million Shares may be available for grant for Stock Options or Stock Appreciation Rights that vest in fewer
than three years;
(c) up to, but not more than, 2 million Shares may be available for grant for Restricted Stock, Restricted Units or other Stock-Based
Awards that vest in fewer than three years; and