Honeywell 2008 Annual Report Download - page 324

(d) Delegation of Authority. The Committee, in its discretion and consistent with applicable law and regulations, may delegate its authority and duties
under the Plan to any other individual or committee as it deems to be advisable, under any conditions and subject to any limitations that the Committee may
establish.
(e) Employment of Advisors. The Committee may employ attorneys, consultants, accountants and other advisors, and the Committee, the Company and
the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors employed.
(f) No Liability. No member of the Committee will be liable for any losses resulting from any action, interpretation or construction made in good faith
with respect to the Plan, any Award Agreement, or any Award granted under the Plan.
4. Eligibility and Grants
(a) Eligibility. All Eligible Directors are eligible to receive Awards granted under the Plan.
(b) Grants. Subject to the terms and provisions of the Plan and the Board Policy, the Committee may grant Awards to Eligible Directors upon such
terms and conditions as the Committee may determine in its sole discretion. All Awards will be evidenced by Award Agreements. Awards may be granted
singly or in combination or in tandem with other Awards.
5. Share Limits
(a) Aggregate Share Limit. Subject to adjustment as provided in Section 9, the maximum aggregate number of Shares with respect to which Awards
may be granted shall be 500,000. Each Share issued pursuant to the Plan will count as one Share against such share limit. If an Award terminates, expires or is
forfeited or cancelled for any reason without the issuance of Shares, or is settled in cash, the Shares underlying such Award will be available for future
Awards under the Plan. If Shares are tendered or withheld in payment of all or part of the exercise price of a Stock Option, such Shares will be available for
future Awards under the Plan. Shares utilized under the Plan may be either authorized but unissued Shares or issued Shares reacquired by the Company, as
determined by the Board from time to time.
(b) Individual Share Limit. The maximum aggregate number of Shares with respect to which Awards may be granted in any one calendar year to any
one Participant shall be 10,000.
6. Restricted Units and Restricted Stock.
(a) General. Subject to the terms and provisions of the Plan and the Board Policy, the Committee may grant Restricted Units and Restricted Stock under
the Plan pursuant to the terms and conditions that the Committee, in its sole discretion, may determine and set forth in the applicable Award Agreement
(including, without limitation, the periods of restriction, the date of grant and the effect, if any, of a Change in Control, death, disability or retirement or other
termination of a Participant's directorship on such Restricted Units or Restricted Stock). As soon as practicable after Restricted Stock has been granted,
certificates for all Shares of Restricted
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