Honeywell 2008 Annual Report Download - page 314

Share paid by the person or group acquiring control in connection with the transaction or series of transactions constituting the Change in
Control, as determined by the Committee, and (B) the highest Fair Market Value during the period of 90 days that ends on the date of
Change in Control. Any securities or other property that is part or all of the consideration paid for Shares pursuant to the Change in Control
will be valued at the higher of (x) the valuation placed on the securities or property by any entity that is a party with the Company to the
Change in Control, or (y) the valuation placed on the securities or property by the Committee.
In addition, each Participant will receive in cash, no later than 90 days after the date of Change in Control, any Dividend Equivalents and
interest on Dividend Equivalents that have been credited through the date of Change in Control on Restricted Units that become payable
pursuant to this subsection (b).
(c) Performance Awards. Each Participant who has been granted a Performance Award that is outstanding as of the date of Change in
Control will be deemed to have achieved a level of performance, as of the Change in Control, that would cause the Participant's
Performance Awards to vest, become exercisable or become payable at target levels, and all restrictions on Performance Awards
immediately to lapse. No later than 90 days after the date of Change in Control, all holders of outstanding Performance Awards will receive
an amount in cash or Shares, as determined by the Committee in its discretion, in respect of such Performance Awards to the extent that
the Performance Awards have vested.
(d) Deferred Awards. Notwithstanding Section 5.4(b) hereof, but subject to Section 7.14 hereof, the Committee may permit a Participant
to elect not to have payment of an Award, including any related Dividend Equivalents and accrued interest on Dividend Equivalents,
accelerated as provided by such Section 5.4(b) . If the Participant has so elected, interest will be credited annually on the deferred Award,
Dividend Equivalents and accrued interest at a rate no less than the rate in effect immediately prior to the Change in Control through the
payment date. This interest rate may not be reduced at any time after the Change in Control below the rate in effect immediately prior to the
Change in Control.
5.5 Fractional Shares. No fractional Shares will be issued under the Plan. If a Participant acquires the right to receive a fractional Share
under the Plan, the Participant will receive, in lieu of the fractional Share, cash equal to the Fair Market Value of the fractional Share as of the
date of settlement.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment. The Plan may be amended at any time and from time to time by the Board without the approval of shareowners of the
Company, except that no revision to the terms of the Plan will be effective until the amendment is approved by the shareowners of the
Company if such approval is required by the rules of the New York