Honeywell 2008 Annual Report Download - page 330

(f) No Other Rights. Except as expressly provided in the Plan, no Eligible Director shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Award.”
10. Termination or Amendment of the Plan
(a) Amendment. The Board may at any time and from time to time alter or amend the Plan or any part thereof (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement referred to in Section 8), provided that, unless otherwise necessary to
comply with applicable law, the rights of a Participant with respect to Awards granted prior to such alteration or amendment may not be impaired without the
consent of such Participant and, further, that without the approval of the Company's shareowners, no amendment shall be made if shareowner approval is
required by applicable law or in order to comply with the rules of the New York Stock Exchange or if such amendment materially increases the number of
Shares that may be issued under the Plan (other than an increase pursuant to Section 9).
(b) Termination. The Plan will terminate upon the earlier of the following dates or events to occur:
(1) the adoption of a resolution of the Board terminating the Plan; or
(2) the 10th anniversary of the Effective Date.
No Awards will be granted under this Plan after it has terminated. The termination of the Plan, however, will not alter or impair any of the rights or
obligations of any person without consent under any Award previously granted under the Plan. After the termination of the Plan, any previously granted
Awards will remain in effect and will continue to be governed by the terms of the Plan and the applicable Award Agreement.
11. Nontransferability of Awards
(a) No Award under the Plan will be subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other
persons will otherwise acquire any rights therein, except as provided below:
(1) Any Award may be transferred by will or by the laws of descent or distribution;
(2) The Committee may provide in the applicable Award Agreement that all or any part of an Award may, subject to the prior written consent of
the Committee, be
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