Honeywell 2008 Annual Report Download - page 311

(d) up to 16 million Shares related to Awards other than Stock Options or Stock Appreciation Rights may be granted under the Plan on a
one-for-one basis; after the Shares related to Awards other than Stock Options and Stock Appreciation Rights exceed 16 million under the
Plan, each Share subject to future Awards other than Stock Options or Stock Appreciation Rights shall be counted as three Shares for
purposes of this Article V.
5.2 Counting Rules. (a) The following Shares related to Awards to be issued under this Plan or awards under the 2003 Stock Incentive Plan
of Honeywell International Inc. and Its Affiliates, the 1997 Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and Incentive Plan
and the 1993 Stock Plan for Employees of Honeywell International Inc. and Its Affiliates that are outstanding as of April 24, 2006 may again be
available for issuance under the Plan, in addition to the Shares described in Section 5.1:
(i) Shares related to Awards paid in cash;
(ii) Shares related to Awards that expire, are forfeited or cancelled or terminate for any other reason without issuance of Shares; and
(iii) Any Shares issued in connection with Awards that are assumed, converted or substituted as a result of the acquisition of another
company by the Company or an Affiliate or a combination of the Company or an Affiliate with another company.
(b) Shares described in Section 5.2(a)(i), (ii) and (iii) shall not count against the limits set forth in Section 5.1(a), (b) and (c).
(c) For purposes of clarity, Shares that are tendered or withheld in payment of all or part of the Exercise Price of an Award or in
satisfaction of withholding tax obligations, and Shares that are reacquired with cash tendered in payment of the Exercise Price of an Award,
shall not be included in or added to the number of Shares available for issuance under the Plan.
5.3 Adjustment Upon Certain Changes
(a) Shares Available for Grants. In the event of any change in the number of shares of Common Stock outstanding by reason of any
stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the
maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Awards and the maximum
aggregate number of shares of Common Stock with respect to which the Committee may grant Awards to any individual Employee in any
year shall be appropriately adjusted by the Committee. In the event of any change in the number of shares of Common Stock outstanding
by reason of any other similar event or transaction, the Committee may, to the extent deemed appropriate by the Committee, make such
adjustments in the number and class of shares of Common Stock with respect to which Awards may be granted.