Honeywell 2008 Annual Report Download - page 332

Participant who makes an election pursuant to Section 83(b) will promptly provide the Committee with a copy of the election form.
(d) No Obligation to Exercise Awards; No Right to Notice of Expiration Date. The grant of a Stock Option or Stock Appreciation Right will impose no
obligation upon the Participant to exercise the Award. The Company and the Committee have no obligation to inform a Participant of the date on which a
Stock Option or Stock Appreciation Right lapses except in the Award Agreement.
(e) No Rights as Shareowners. Except as expressly set forth in the Plan or the applicable Award Agreement, a Participant granted an Award under the
Plan will have no rights as a shareowner of the Company with respect to the Award unless and until certificates for the Shares underlying the Award are
registered in the Participant's name and delivered to the Participant. The right of any Participant to receive an Award by virtue of participation in the Plan will
be no greater than the right of any unsecured general creditor of the Company.
(f) Indemnification of Committee. The Company will indemnify, to the fullest extent permitted by law, each person made or threatened to be made a
party to any civil or criminal action or proceeding by reason of the fact that the person, or the executor or administrator of the person's estate, is or was a
member of the Committee or a delegate of the Committee.
(g) No Required Segregation of Assets. The Company will not be required to segregate any assets that may at any time be represented by Awards
granted pursuant to the Plan.
(h) Governing Law. The Plan and all determinations made and actions taken under the Plan will be governed by the internal substantive laws, and not
the choice of law rules, of the State of Delaware and construed accordingly, to the extent not superseded by applicable Federal law.
(i) Severability. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or
unenforceability will not affect any other parts of the Plan, which will remain in full force and effect.
(j) Code Section 409A. With respect to Awards subject to Section 409A of the Code, this Plan is intended to comply with the requirements of such
Section, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of such Section and the related regulations, and the Plan shall
be operated accordingly. If any provision of this Plan or any term or condition of any Award Agreement or Award would otherwise frustrate or conflict with
this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. Any reservation of rights or discretion by the
Company or Committee hereunder affecting the payment of any Award subject to Section 409A of the Code will only be as broad as is permitted by Section
409A of the Code and any regulations thereunder.
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