Honeywell 2010 Annual Report Download - page 145

costs incurred in enforcing such terms. However, nothing contained herein shall be construed as prohibiting Honeywell from pursuing any
other available remedies, which may include, but not be limited to, contract damages, lost profits and punitive damages.
2. In addition to the relief described in subsection 11.d.1., if the Committee determines, in its sole judgment, that you have violated
subsections 11.b. and/or 11.c.1., (i) any portion of the Option you have not exercised (whether vested or unvested) shall immediately be
cancelled, and you shall forfeit any rights you have with respect to the Option as of the date of the Committee's determination, and (ii) you
shall immediately deliver to the Company Shares equal in value to the amount of any profit you realized upon an exercise of the Option
(regardless of when such exercise occurred).
3. If the Committee determines, in its sole judgment, that you have engaged in an act that violates subsection 11.c.2., (i) any portion of the
Option you have not exercised (whether vested or unvested) shall immediately be cancelled, and you shall forfeit any rights you have with
respect to the Option as of the date of the Committee's determination, and (ii) you shall immediately deliver to the Company Shares equal
in value to the amount of any profit you realized upon an exercise of the Option during the period beginning six (6) months prior to your
Termination of Employment and ending on the date of the Committee's determination.
4. Notwithstanding anything in the Plan or this Agreement to the contrary, you acknowledge that the Company may be entitled or required by
law, Company policy or the requirements of an exchange on which the Shares are listed for trading, to recoup compensation paid to you
pursuant to the Plan, and you agree to comply with any Company request or demand for recoupment.
12. Adjustments. Any adjustments to the Option will be governed by Section 5.3 of the Plan.
13. Restrictions on Exercise. Exercise of the Option is subject to the conditions that, to the extent required at the time of exercise, (i) the Shares covered
by the Option will be duly listed, upon official notice of issuance, upon the NYSE, and (ii) 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 of the Company.
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 U.S. federal securities laws in respect of trading in the Company's securities, and you agree not to use the Company's
"cashless exercise" program (or any successor program) at any time when you possess material nonpublic information with respect to the Company or
when using the program would otherwise result in a violation of securities law. The Company will have the right to recover, or receive reimbursement
for, any compensation or profit realized on the exercise of the Option or by the disposition of Shares received upon
6