Honeywell 2008 Annual Report Download - page 335

Additional Restricted Units equal to the total number of unvested Restricted Units subject to this Agreement on such date multiplied
by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Units are subject to the same restrictions,
including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Units to which they relate.
6. Deferral of Payment. If you would like to defer payment on the Restricted Units, you may make a request to the Committee in
writing in the form and at the time designated by the Committee. You must elect a payment schedule with the request for deferral on a
form provided by the Committee for this purpose. The Committee may, in its sole discretion, determine whether to permit deferral of
payment in the manner requested provided that permission shall not be granted if the deferral would, within the determination of the
Committee, result in a violation of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations
promulgated thereunder. If the Committee does not accept your proposed payment schedule, then payment will be made as provided
in Section 4. You will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company
upon one Share of Common Stock for each deferred Restricted Unit and Additional Restricted Unit that is credited to your
bookkeeping account on a dividend record date. Such Dividend Equivalents will be paid in cash in a lump sum as soon as practicable
following the dividend record date but in no event later than two and one-half (2-1/2) months following the end of the calendar year in
which the Dividend Equivalents vest.
7. Termination of Directorship. If you cease to be a director of the Company for any reason other your death or Disability, any
Restricted Units and Additional Restricted Units that have not vested as of the date of the termination of your directorship will
immediately be forfeited, and your rights with respect to these Restricted Units and Additional Restricted Units will end.
8. Death or Disability. If you case to be a director of the Company because of your death or Disability, any vesting restrictions on
Restricted Units and Additional Restricted Units will lapse, and payment will be made in accordance with Section 4 or Section 6, as
applicable. If you are deceased, the Company will make a payment to your estate only after the Committee has determined that the
payee is the duly appointed executor or administrator of your estate.
9. Change in Control. In the event of a Change in Control, any restrictions on Restricted Units and Additional Restricted Units that
have not lapsed or terminated as of the date of Change in Control will immediately lapse.
10. Withholdings. The Company shall have the power and the right to deduct or withhold, or require you to remit to the Company, prior
to any issuance or delivery of Shares on Restricted Units, an amount sufficient to satisfy any taxes that might be imposed under the
laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gain taxes, transfer
taxes, and social
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