Honeywell 2008 Annual Report Download - page 318

7.6 No Obligation to Exercise Awards; No Right to Notice of Expiration Date. The grant of a Stock Option or Stock Appreciation Right
will impose no obligation upon the Participant to exercise the Award. The Company, its Affiliates and the Committee have no obligation to
inform a Participant of the date on which a Stock Option or Stock Appreciation Right lapses except in the Award Agreement.
7.7 No Rights as Shareowners. A Participant granted an Award under the Plan will have no rights as a shareowner of the Company with
respect to the Award unless and until certificates for the Shares underlying the Award are registered in the Participant's name and delivered to
the Participant. The right of any Participant to receive an Award by virtue of participation in the Plan will be no greater than the right of any
unsecured general creditor of the Company.
7.8 Indemnification of Committee. The Company will indemnify, to the fullest extent permitted by law, each person made or threatened to
be made a party to any civil or criminal action or proceeding by reason of the fact that the person, or the executor or administrator of the
person's estate, is or was a member of the Committee or a delegate of the Committee.
7.9 No Required Segregation of Assets. Neither the Company nor any Affiliate will be required to segregate any assets that may at any
time be represented by Awards granted pursuant to the Plan.
7.10 Nature of Payments. All Awards made pursuant to the Plan are in consideration of services for the Company or an Affiliate. Any gain
realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and will not be taken into account as
compensation for purposes of any other employee benefit plan of the Company or any Affiliate, except as the employee benefit plan otherwise
provides. The adoption of the Plan will have no effect on Awards made or to be made under any other benefit plan covering an employee of the
Company or an Affiliate or any predecessor or successor of the Company or an Affiliate.
7.11 Awards in Foreign Countries. The Committee has the authority to grant Awards to Employees who are foreign nationals or employed
outside the United States on any different terms and conditions than those specified in the Plan that the Committee, in its discretion, believes to
be necessary or desirable to accommodate differences in applicable law, tax policy or custom, while furthering the purposes of the Plan. The
Committee may also approve any supplements to the Plan or alternative versions of the Plan as it believes to be necessary or appropriate for
these purposes without altering the terms of the Plan in effect for other Participants; provided, however, that the Committee may not make any
supplemental or alternative version that (a) increases limitations contained in Sections 4.3(e) and 4.7, (b) increases the number of shares
available under the Plan, as set forth in Section 5.1; or (c) causes the Plan to