Honeywell 2010 Annual Report Download - page 127

of your retirement date or termination date, as applicable, while the stock options or restricted units, if any, that are subject to performance conditions will
vest, if at all, as of the end of the performance cycle, but only to the extent Honeywell determines that the applicable performance conditions have been
satisfied. The extraordinary equity vesting terms described herein shall not apply to stock option or restricted stock unit grants to the extent the grant date
thereof is within twelve (12) months of your retirement date or termination date, as applicable.
Stock options that vest under this section may be exercised during the exercise period described in the applicable award agreement. Restricted stock units that
vest under this section will be paid to you as soon as practicable following the applicable vesting date, but in no event later than 2-½ months of the calendar
year following the calendar year in which the vesting date occurs. These extraordinary equity vesting provisions are subject to the requirements of Internal
Revenue Code Section 409A.
The extraordinary equity vesting terms described herein are subject to the following terms and conditions:
•Prior to August 5, 2015, you may not engage, or knowingly permit another person to engage on your behalf, in an external CEO search unless
you have been involuntarily terminated other than for Cause prior to August 5, 2015; and
•Prior to August 5, 2015, you may not accept a position with another company unless you have been involuntarily terminated other than for Cause
prior to August 5, 2015; and
•You must limit your participation as an outside board director to two public and/or private entities (i.e., your current directorship on MSC
Industrial Direct Co. plus one additional directorship), with all directorships subject to prior Honeywell CEO approval; and
•You must execute Honeywell's "Employee Agreement Relating to Trade Secrets, Proprietary and Confidential Information" and "Employee Non-
Competition Agreement," in the form attached hereto as Exhibits A and B, respectively; and
•You must provide Honeywell with twelve (12) months of transition services before you voluntarily terminate your employment for any reason,
including retirement; provided, however, you shall not be treated as not having satisfied this condition if you become Disabled (as defined in the
2006 Stock Incentive Plan); and
• You must not be terminated for Cause.
If the Company determines, in its sole judgment, that you have violated any of the terms or conditions applicable to the extraordinary equity vesting as
described herein or the terms of Exhibit A or B, Honeywell shall have the following remedies:
•If the Company's determination occurs before your termination date, all stock options and restricted units (and all related dividend equivalents)
subject to these extraordinary equity vesting terms shall immediately be cancelled, and you will forfeit any and all rights you have with respect to
such grants as of the date of the Company's determination; or
•If the Company's determination occurs after your termination date (i) any outstanding stock options and restricted units (and all related dividend
equivalents) that previously vested pursuant to to these extraordinary equity vesting terms shall immediately be cancelled, and
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