Honeywell 2008 Annual Report Download - page 312

(b) Increase or Decrease in Issued Shares Without Consideration. Subject to any required action by the shareowners of the Company, in
the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of
shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or decrease
in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall equitably adjust
the number of shares of Common Stock subject to each outstanding Award and the exercise price per share of Common Stock of each
such Award.
(c) Certain Mergers. Subject to any required action by the shareowners of the Company, in the event that the Company shall be the
surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of shares of Common Stock receive
consideration consisting exclusively of securities of such surviving corporation, the Committee shall have the power to adjust each Award
outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of
shares of Common Stock subject to such Award would have received in such merger or consolidation.
(d) Certain Other Transactions. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the
Company's assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving the Company in which the
Company is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving the Company in which the Company
is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property,
including cash, the Committee shall, subject to Section 409A of the Code to the extent applicable and otherwise in its sole discretion, have
the power to:
(i) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full
consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each share of
Common Stock subject to such Award equal to the value, as determined by the Committee in its reasonable discretion, of such Award,
provided that with respect to any outstanding Stock Option or Stock Appreciation Right such value shall be equal to the excess of (A)
the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a
share of Common Stock as a result of such event over (B) the exercise price of such Stock Option or Stock Appreciation Right; or
(ii) provide for the exchange of each Award (whether or not then exercisable or vested) for an Award with respect to, as appropriate,
some or all of the property which a holder of the number of shares of Common Stock subject to such Award would have received in