Honeywell 2008 Annual Report Download - page 328

(4) No Additional Deferral Features. The Committee shall not grant Stock Options or Stock Appreciation Rights that have “additional deferral
features” as described in Section 409A of the Code, thereby subjecting the Stock Option or Stock Appreciation Right to the requirements of Section 409A
of the Code.
(i) Termination of Directorship. Each Participant's Award Agreement shall set forth the extent to which the Participant shall have the right to exercise a
Stock Option or Stock Appreciation Right following termination of the Participant's service as an Eligible Director (whether by death, disability, retirement or
any other reason). Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable Award Agreement, need not
be uniform among all Stock Options or Stock Appreciation Rights granted, and may reflect distinctions based on the reasons for termination.
8. Regulatory Compliance and Listing
The issuance or delivery of any Shares in settlement of an Award may be postponed by the Company for such period as may be required to comply with
any applicable requirements under the Federal securities laws, any applicable listing requirements of any national securities exchange and requirements under
any other law or regulation applicable to the issuance or delivery of such Shares, and the Company shall not be obligated to issue or deliver any Shares if the
issuance or delivery of such Shares shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national
securities exchange.
9. Adjustment Upon Certain Changes
(a) Shares Available for Grants. In the event of any change in the number of Shares outstanding by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of Shares or similar corporate change, the maximum aggregate number of Shares with
respect to which the Committee may grant Awards and the maximum aggregate number of Shares with respect to which the Committee may grant
Awards to any individual Eligible Director in any calendar year shall be appropriately adjusted by the Committee. In the event of any change in the
number of Shares outstanding by reason of any other similar event or transaction, the Committee may, to the extent deemed appropriate by the
Committee, make such adjustments in the number and class of Shares with respect to which Awards may be granted.
(b) Increase or Decrease in Issued Shares Without Consideration. Subject to any required action by the shareowners of the Company, in the event of
any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but
only on the Shares), or any other increase or decrease in the number of such Shares effected without receipt or payment of consideration by the Company,
the Committee shall equitably adjust the number of Shares subject to each outstanding Award and the Exercise Price per Share of each such Award.
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