Honeywell 2010 Annual Report Download - page 142

additional awards hereunder after Termination of Employment. For purposes of this Agreement, if your employment is terminated under circumstances
that entitle you to severance benefits under a severance plan of the Company or an Affiliate in which you participate, "Termination of Employment"
refers to the date immediately prior to the date severance benefits become payable under the terms of the severance plan. If your employment is
terminated under any other circumstances and you are not entitled to severance benefits under a severance plan of the Company or an Affiliate,
"Termination of Employment" refers to the last day you actively perform services for the Company and its Affiliates.
8. Change in Control. In the event of a Change in Control, any portion of the Option that has not vested as of the date of Change in Control will
immediately become exercisable in full.
9. Withholdings. The Company or your local employer shall have the power and the right to deduct or withhold, or require you to remit to the Company
or your local employer, an amount sufficient to satisfy taxes 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 security contributions, and National Insurance Contributions, that are
required by law to be withheld with respect to the grant of the Option, any exercise of the your rights under this Agreement, the sale of Shares acquired
from the exercise of the Option, and/or payment of dividends on Shares acquired pursuant to the Option.
10. Transfer of Option. You may not transfer the Option or any interest in the Option except by will or the laws of descent and distribution or except as
permitted by the Committee and as specified in the Plan.
11. Requirements for and Forfeiture of Award.
a. General.
1. For purposes of Section 11, the term "Honeywell" is defined as Honeywell International Inc. (a Delaware corporation having a place of
business at Columbia Road and Park Avenue, Morris Township, Morris County, New Jersey), its predecessors, designees and successors,
as well as its past, present and future operating companies, divisions, subsidiaries, affiliates and other business units, including businesses
acquired by purchase of assets, stock, merger or otherwise.
2. The Award is expressly contingent upon you agreeing to the restrictions and obligations contained in Section 11 and you expressly
understand and agree that the Award is contingent upon you also executing a separate Honeywell International Inc. Noncompete
Agreement For Senior Executives ("Noncompete Agreement"), if applicable, as more fully described in subsection 11.c. below. You
further expressly understand, agree and acknowledge that the failure to agree to all of the terms and conditions of the Award, as set forth in
this Agreement, or to execute and return the separate Noncompete Agreement, if applicable, on or before [DUE DATE], in the
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