Honeywell 2008 Annual Report Download - page 331

transferred to one or more of the following classes of transferees: (i) a family member; (ii) a trust for the benefit of a family member; (iii) a limited
partnership whose partners are solely family members; or (iv) any other legal entity set up for the benefit of family members. For purposes of this
subsection (b), with respect to a Participant, “family member” means the Participant and/or the Participant's spouse, children, grandchildren, parents,
grandparents, siblings, nieces, nephews and grandnieces and grandnephews, including adopted, in-laws and step family members; or
(3) With respect to Restricted Stock, Shares of Restricted Stock may be freely transferred after the restrictions lapse or are satisfied and the Shares
are delivered, provided, however, that Restricted Stock awarded to an affiliate of the Company may be transferred only pursuant to Rule 144 under
the Securities Act, or pursuant to an effective registration for resale under the Securities Act. For purposes of this clause (3), “affiliate” will have the
meaning assigned to that term under Rule 144 of the Securities Act.
(b) Except as otherwise provided in the applicable Award Agreement, any Stock Option or Stock Appreciation Right transferred by a Participant
pursuant to Section 11(a)(2) above may be exercised by the transferee only to the extent that the Award would have been exercisable by the Participant had no
transfer occurred. Any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and in the applicable Award
Agreement. The Participant or the Participant's estate will remain liable for any withholding tax that may be imposed by any federal, state, or local tax
authority, and the transfer of Shares upon exercise of the Award will be conditioned on the payment of any withholding tax. The Committee may, in its sole
discretion, disallow all or a part of any transfer of an Award pursuant to Section 11(a)(2) above unless and until the Participant makes arrangements
satisfactory to the Committee for the payment of any withholding tax. The Participant must immediately notify the Committee, in the form and manner
required by the Committee, of any proposed transfer of an Award pursuant to Section 11(a)(2) and no such transfer will be effective until the Committee
consents to the transfer in writing.
12. Miscellaneous
(a) No Implied Rights. Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any director for reelection by
the Company's shareowners.
(b) Withholding of Taxes. The Company shall have the right to require, prior to the issuance or delivery of Shares in settlement of any Award, payment
by the Participant of any taxes required by law with respect to the issuance or delivery of such Shares. Such amount may be paid in cash, in Shares previously
owned by the Participant, by withholding a portion of the Shares that otherwise would be distributed to such Participant upon settlement of the Award or a
combination of cash and Shares.
(c) Code Section 83(b) Elections. The Company and the Committee have no responsibility for a Participant's election, attempt to elect or failure to elect
to include the value of an Award of Restricted Stock or other Award subject to Section 83 of the Code in the Participant's gross income for the year of
payment pursuant to Section 83(b) of the Code. Any
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