Honeywell 2008 Annual Report Download - page 313

such transaction and, incident thereto, make an equitable adjustment, in accordance with U.S. Department of Treasury Regulation
§1.409A-1(b)(5)(v)(D) and as determined by the Committee in its reasonable discretion in the exercise price of the Award, or the
number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom
such Award was granted in partial consideration for the exchange of the Award.
(e) Other Changes. In the event of any change in the capitalization of the Company or corporate change other than those specifically
referred to in subsections (b), (c) or (d), the Committee shall make equitable adjustments in the number and class of shares subject to
Awards outstanding on the date on which such change occurs and in such other terms of such Awards.
(f) Performance Awards. In the event of any transaction or event described in this Section 5.3, including without limitation any corporate
change referred to in subsection (e) hereof, the Committee shall have the power to make equitable adjustments in any Performance
Measure and in other terms of any Performance Award, provided that such adjustment is consistent with the requirements of Sections
162(m) and 409A of the Code and the regulations thereunder.
(g) No Other Rights. Except as expressly provided in the Plan, no Employee shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of
any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in
the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or
the terms related to, any Award."
5.4 Change in Control.
(a)Acceleration of Vesting. All outstanding Awards will become vested and/orexercisable as of the effective date of a Change in Control,
whether or not the Awards were otherwise vested and/or exercisable, and, subject to Section 5.4(c) below, all conditions will be waived with
respect to outstanding Awards (other than Performance Awards).
(b) Restricted Units. Except as provided in subsection (d), each Participant who has been awarded Restricted Units that are outstanding
as of a Change in Control (including Restricted Units whose restrictions have lapsed pursuant to subsection (a)) will receive, no later than
90 days after the date of Change in Control, an amount in cash equal to the product of the number of the Participant's outstanding
Restricted Units and an amount equal to the greater of (A) the highest price per