Honeywell 2008 Annual Report Download - page 319

cease to satisfy any conditions under Rule 16b-3 under the Exchange Act or, with respect to Key Employees, causes the grant of any
performance-based Award to fail to qualify for an income tax deduction pursuant to Section 162(m) of the Code.
7.12 Securities Matters
(a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Common Stock to
be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Company
shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to the Plan unless
and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The
Committee may require, as a condition to the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the
terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such
legends, as the Committee deems necessary or desirable.
(b) The exercise of any Award granted hereunder shall only be effective at such time as counsel to the Company shall have determined
that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations
of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Company
may, in its sole discretion, defer the effectiveness of an exercise of an Award hereunder or the issuance or transfer of shares of Common
Stock pursuant to any Award pending or to ensure compliance under federal or state securities laws. The Company shall inform the
Participant in writing of its decision to defer the effectiveness of the exercise of an Award or the issuance or transfer of shares of Common
Stock pursuant to any Award. During the period that the effectiveness of the exercise of an Award has been deferred, the Participant may,
by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.
7.13 Governing Law; Severability. The Plan and all determinations made and actions taken under the Plan will be governed by the internal
substantive laws, and not the choice of law rules, of the State of Delaware and construed accordingly, to the extent not superseded by
applicable federal law. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness,
invalidity or unenforceability will not affect any other parts of the Plan, which will remain in full force and effect.
7.14 Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, this Plan is intended to comply with the
requirements of such