Honeywell 2008 Annual Report Download - page 317

obligation arising in connection with the payment of any Award in cash by withholding cash from such payment.
(d) Withholding Amount. The Committee, in consideration of applicable accounting standards, has full discretion to allow Participants to
elect to have the Company withhold an amount greater than the minimum statutory amount. In no event, however, will the Company
withhold an amount from any Award payable in Shares that is greater than the amount required to satisfy income tax obligations at the
maximum marginal rate that could be applicable to the Participant.
7.3 Special Forfeiture Provision. The Committee may, in its discretion, provide in an Award Agreement that the Participant may not,
without prior written approval of the Committee, enter into any employment or consultation arrangement (including service as an agent, partner,
shareowner, consultant, officer or director) with any entity or person engaged in any business in which the Company or any Affiliate is engaged
if, in the sole judgment of the Committee, the business is competitive with the Company or an Affiliate. If the Committee makes a determination
that this prohibition has been violated, the Participant (i) will forfeit all rights under any outstanding Stock Option or Stock Appreciation Right
that was granted subject to the Award Agreement and will return to the Company the amount of any profit realized upon an exercise of all
Awards during the period, beginning no earlier than six months prior to the Participant's Termination of Employment, as the Committee
determines and sets forth in the Award Agreement, and (ii) will forfeit and return to the Company any Growth Plan Units, Restricted Units
(including previously vested and deferred Restricted Units and credited Dividend Equivalents), Shares of Restricted Stock or Other Stock-
Based Awards that are outstanding on the date of the Participant's Termination of Employment, subject to the Award Agreement, and have not
vested or vested but remain subject to this Section 7.3 during the period, beginning no earlier than six months prior to the Participant's
Termination of Employment, as the Committee determines and sets forth in the Award Agreement.
7.4 Code Section 83(b) Elections. The Company, its Affiliates and the Committee have no responsibility for a Participant's election, attempt
to elect or failure to elect to include the value of an Award of Restricted Stock or other Award subject to Section 83 in the Participant's gross
income for the year of payment pursuant to Section 83(b) of the Code. Any Participant who makes an election pursuant to Section 83(b) will
promptly provide the Committee with a copy of the election form.
7.5 No Implied Rights. The establishment and operation of the Plan, including the eligibility of a Participant to participate in the Plan, will not
be construed as conferring any legal or other right upon any Employee for the continuation of employment through the end of any Performance
Cycle or other period. The Company expressly reserves the right, which may be exercised at any time and in the Company's sole discretion, to
discharge any individual or treat him or her without regard to the effect that discharge might have upon him or her as a Participant in the Plan.