Honeywell 2008 Annual Report Download - page 316

(c) Except as otherwise provided in the applicable Award Agreement, any Nonqualified Stock Option or Stock Appreciation Right
transferred by a Participant pursuant to subsection (b) may be exercised by the transferee only to the extent that the Award would have
been exercisable by the Participant had no transfer occurred. Any transferred Award will be subject to all of the same terms and conditions
as provided in the Plan and in the applicable Award Agreement. The Participant or the Participant's estate will remain liable for any
withholding tax that may be imposed by any federal, state or local tax authority, and the transfer of Shares upon exercise of the Award will
be conditioned on the payment of any withholding tax. The Committee may, in its discretion, disallow all or a part of any transfer of an
Award pursuant to subsection (b) unless and until the Participant makes arrangements satisfactory to the Committee for the payment of any
withholding tax. The Participant must immediately notify the Committee, in the form and manner required by the Committee, of any
proposed transfer of an Award pursuant to subsection (b). No transfer will be effective until the Committee consents to the transfer in
writing.
(d) Restricted Stock may be freely transferred after the restrictions lapse or are satisfied and the Shares are delivered, provided,
however, that Restricted Stock awarded to an affiliate of the Company may be transferred only pursuant to Rule 144 under the 1933 Act, or
pursuant to an effective registration for resale under the 1933 Act. For purposes of this subsection, "affiliate" will have the meaning
assigned to that term under Rule 144.
(e) In no event may a Participant transfer an Incentive Stock Option other than by will or the laws of descent and distribution.
7.2 Withholding of Taxes.
(a) Stock Options and Stock Appreciation Rights. As a condition to the delivery of Shares pursuant to the exercise of a Stock Option or
Stock Appreciation Right, the Committee may require that the Participant, at the time of exercise, pay to the Company by cash, certified
check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations,
as calculated at the minimum statutory rate. The Committee may also, in its discretion, accept payment of tax withholding obligations
through any of the Exercise Price payment methods described in Section 4.3(d) .
(b) Other Awards Payable in Shares. The Company will satisfy a Participant's tax withholding obligations, calculated at the minimum
statutory rate, arising in connection with the release of restrictions on Restricted Units, Restricted Stock and Other Stock-Based Awards by
withholding Shares that would otherwise be available for delivery. The Company may also allow the Participant to satisfy the Participant's
tax withholding obligations by payment to the Company in cash or by certified check, bank draft, wire transfer or postal or express money
order.
(c) Cash Awards. The Company will satisfy a Participant's tax withholding