Honeywell 2008 Annual Report Download - page 329

(c) Certain Mergers. Subject to any required action by the shareowners of the Company, in the event that the Company shall be the surviving
corporation in any merger, consolidation or similar transaction as a result of which the holders of Shares receive consideration consisting exclusively of
securities of such surviving corporation, the Committee shall have the power to adjust each Award outstanding on the date of such merger or
consolidation so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in such
merger or consolidation.
(d) Certain Other Transactions. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s
assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving the Company in which the Company is not the surviving
corporation or (iv) a merger, consolidation or similar transaction involving the Company in which the Company is the surviving corporation but the
holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, subject to Section 409A of the
Code to the extent applicable and otherwise in its sole discretion, have the power to:
(1) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration of
such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each Share subject to such Award equal to the
value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Stock Option such
value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash)
received by the holder of a Share as a result of such event over (B) the Exercise Price of such Stock Option; or
(2) provide for the exchange of each Award (whether or not then exercisable or vested) for an Award with respect to, as appropriate, some or all
of the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto, make an
equitable adjustment in accordance with US Department of Treasury Regulations §1.409A(b)(5)(v)(D) and as determined by the Committee in its
reasonable discretion in the Exercise Price of the Award, or the number of Shares or amount of property subject to the Award or, if appropriate,
provide for a cash payment to the Participant to whom such Award was granted in partial consideration for the exchange of the Award.
(e) Other Changes. In the event of any change in the capitalization of the Company or corporate change other than those specifically referred to in
subsections (b), (c) or (d), the Committee shall make equitable adjustments in the number and class of shares subject to Awards outstanding on the
date on which such change occurs and in such other terms of such Awards.
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