Honeywell 2008 Annual Report Download - page 323

(t) “Restricted Stock” means Shares issued pursuant to Section 6 that are subject to any restrictions that the Committee, in its discretion, may impose.
(u) “Restricted Unit” means a Unit granted under Section 6 to acquire Shares or an equivalent amount in cash, which Unit is subject to any restrictions
that the Committee, in its discretion, may impose.
(v) “Securities Act” means the Securities Act of 1933, as amended.
(w) “Share” means a share of Common Stock.
(x) “Stock Appreciation Right” means a right granted under Section 7 to an amount in cash or Shares equal to any increase in the Fair Market Value of
the Shares between the date on which the Stock Appreciation Right is granted and the date on which the right is exercised.
(y) “Stock Option” means a right granted under Section 7 to purchase from the Company a stated number of Shares at a specified price.
(z) “Unit” means the potential right to acquire one Share.
3. Administration
(a) The Committee. The Plan shall be administered by the Committee.
(b) Authority. The Committee will have authority, in its sole and absolute discretion and subject to the terms of the Plan (including the Board Policy), to
(i) interpret the Plan; (ii) prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or
rescind any existing rules or regulations relating to the Plan; (iii) determine eligibility for the grant of Awards; (iv) determine the form of Awards (to the
extent permitted under the Board Policy), the number of Shares subject to each Award (to the extent permitted under the Board Policy), all terms and
conditions of an Award, including, without limitation, the conditions on exercise or vesting and the terms of Award Agreements; (v) determine whether
Awards will be granted singly, in combination or in tandem; (vi) waive or amend any terms, conditions, restrictions or limitations on an Award, to the extent
permissible under applicable law including without limitation Section 409A of the Code; (vii) in accordance with Section 9, make any adjustments to the Plan,
any Award Agreement and any Award that it deems appropriate (including but not limited to adjustment of the number of Shares available under the Plan or
any Award); (viii) provide for the deferred payment of Awards and the extent to which payment will be credited with Dividend Equivalents; (ix) determine
whether Awards may be transferable to family members, a family trust, a family partnership, or otherwise; and (x) take any and all other actions it deems
necessary or advisable for the proper operation or administration of the Plan.
(c) Effects of Determination. All determinations of the Committee will be final, binding and conclusive on all persons having an interest in the Plan.
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