Honeywell 2008 Annual Report Download - page 325

Stock will be registered in the name of the Participant and held for the Participant by the Company.
(b) Voting and Dividend Rights. Unless otherwise determined by the Committee and set forth in a Participant's Award Agreement, such Participant shall
have (i) no voting rights or dividend or dividend equivalent rights with respect to any Restricted Units granted hereunder and (ii) the right to exercise full
voting rights, and to receive all dividends and other distributions paid, with respect to any Shares of Restricted Stock granted hereunder.
(c) Dividends and Dividend Equivalents. At the discretion of the Committee determined at the time of grant and as set forth in the applicable Award
Agreement, dividends issued on Shares of Restricted Stock or dividend equivalents credited with respect to Restricted Units, may be paid immediately or
withheld and deferred in the Participant's account provided that with respect to any Restricted Units subject to Section 409A of the Code, the payment of such
dividends or dividend equivalents shall comply with Section 409A of the Code. The Committee will determine any terms and conditions on deferral,
including the rate of interest to be credited on deferrals and whether interest will be compounded.
(d) Other Restrictions. The Committee may, in its sole discretion and as set forth in the applicable Award Agreement, impose any other conditions and/
or restrictions on Restricted Units or Restricted Stock granted pursuant to the Plan that it deems appropriate, including any vesting schedule or forfeiture
conditions. The Committee has discretion to provide for an incremental lapse of restrictions or for a lapse of restrictions upon satisfaction of certain
conditions.
(e) Delivery of Restricted Stock. When restrictions lapse or are satisfied, a stock certificate for the number of Shares of Restricted Stock with respect to
which the restrictions have lapsed shall be delivered, free of all such restrictions, to the Participant or the Participant's beneficiary or estate, as the case may
be. The Company shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the Fair Market Value (measured as of
the date the restrictions lapse) of such fractional share to the Participant or the Participant's beneficiary or estate, as the case may be.
(f) Redemption of Restricted Units. Restricted Units may be redeemed for cash or whole Shares or a combination of cash and Shares, in the sole
discretion of the Committee, when the restrictions lapse and any other conditions set forth in the applicable Award Agreement have been satisfied provided
that with respect to any Restricted Units subject to Section 409A of the Code such redemption will occur in a manner that complies with Section 409A of the
Code. Each Restricted Unit may be redeemed for one Share or an amount in cash equal to the Fair Market Value of a Share as of the date on which the
Restricted Unit vests.
(g) Deferred Units. Subject to Section 12(j) hereof and to the extent determined by the Committee, Participants shall be permitted to request the deferral
of payment of vested Restricted Units to a date later than the payment date specified in the Award Agreement, provided that any such election be made in
accordance with Section 409A of the Code.
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