Honeywell 2008 Annual Report Download - page 315

Stock Exchange or such amendment materially increases the number of Shares that may be issued under the Plan (other than an increase
pursuant to Section 5.3 of the Plan). No amendment of the Plan made without the Participant's written consent may adversely affect any right of
a Participant with respect to an outstanding Award unless such amendment is necessary to comply with applicable law. The Plan may not be
amended in any manner adverse to the interests of Participants during a Potential Change in Control Period or any other period of two years
following the acceleration of vesting owing to a Change in Control, unless such amendment is necessary to comply with applicable law.
6.2 Termination. The Plan will terminate upon the earlier of the following dates or events to occur:
(a) the adoption of a resolution of the Board terminating the Plan; or
(b) the 10th anniversary of the date of the Company's 2006 Annual Meeting of Shareowners.
No Awards will be granted under this Plan after it has terminated. The termination of the Plan, however, will not alter or impair any of the
rights or obligations of any person without consent under any Award previously granted under the Plan. After the termination of the Plan, any
previously granted Awards will remain in effect and will continue to be governed by the terms of the Plan and the applicable Award Agreement.
ARTICLE VII
GENERAL PROVISIONS
7.1 Nontransferability of Awards. No Award under the Plan will be subject in any manner to alienation, anticipation, sale, assignment,
pledge, encumbrance or transfer, and no other persons will otherwise acquire any rights therein, except as provided below.
(a) Any Award may be transferred by will or by the laws of descent or distribution.
(b) The Committee may provide in the applicable Award Agreement that all or any part of an Award (other than an Incentive Stock
Option) may, subject to the prior written consent of the Committee, be transferred to one or more of the following classes of donees: a
family member; a trust for the benefit of a family member; a limited partnership whose partners are solely family members; or any other
legal entity set up for the benefit of family members. For purposes of this subsection (b), a family member means a Participant and/or the
Participant's spouse, children, grandchildren, parents, grandparents, siblings, nieces, nephews and grandnieces and grandnephews,
including adopted, in-laws and step family members.