Honeywell 2008 Annual Report Download - page 336

security contributions that are required by law to be withheld as determined by the Company.
11. Transfer of Award. You may not transfer the Restricted Units, Additional Restricted Units or any interest in such Units except as
permitted by Section 11 of the Plan. Any other attempt to dispose of your interest will be null and void.
12. Restrictions on Payment of Shares. Payment of Shares for your Restricted Units and Additional Restricted Units is subject to the
conditions that, to the extent required at the time of exercise, (a) the Shares underlying the Restricted Units and Additional Restricted
Units will be duly listed, upon official notice of redemption, upon the New York Stock Exchange, and (b) a Registration Statement
under the Securities Act of 1933 with respect to the Shares will be effective. The Company will not be required to deliver any
Common Stock until all applicable federal and state laws and regulations have been complied with and all legal matters in connection
with the issuance and delivery of the Shares have been approved by counsel for the Company.
13. Adjustments. Any adjustments to the Restricted Units and Additional Restricted Units will be governed by Section 9 of the Plan.
14. Disposition of Securities. By accepting the Award, you acknowledge that you have read and understand the Company's policy, and
are aware of and understand your obligations under applicable securities laws in respect of trading in the Company's securities. The
Company will have the right to recover, or receive reimbursement for, any compensation or profit you realize on the disposition of
Shares received for Restricted Units or Additional Restricted Units to the extent that the Company has a right of recovery or
reimbursement under applicable securities laws.
15. Plan Terms Govern. The vesting and redemption of Restricted Units or Additional Restricted Units, the disposition of any Shares
received for Restricted Units or Additional Restricted Units, the treatment of gain on the disposition of these Shares, and the treatment
of Dividend Equivalents are subject to the provisions of the Plan and any rules that the Committee may prescribe. The Plan document,
as may be amended from time to time, is incorporated into this Agreement. Capitalized terms used in this Agreement have the meaning
set forth in the Plan, unless otherwise stated in this Agreement. In the event of any conflict between the terms of the Plan and the terms
of this Agreement, the Plan will control. By accepting the Award, you acknowledge that the Plan and the Plan prospectus, as in effect
on the date of this Agreement, have been made available to you for your review.
16. Limitations. Nothing in this Agreement or the Plan gives you any right to continue as a member of the Board of Directors of the
Company or will prejudice the rights of the Board of Directors or shareowners of the Company with respect to your nomination and
election. Payment of your Restricted Units and Additional Restricted Units is not secured by a trust, insurance contract or other
funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account
established on your behalf. You have no rights as a shareowner of the
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