Honeywell 2011 Annual Report Download - page 134

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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 exercise of the Option to the extent that the
Company has a right of recovery or reimbursement under applicable securities laws.
15.Plan Terms Govern. The exercise of the Option, the disposition of any Shares received upon exercise of the Option, and the treatment of any gain on the
disposition of these Shares are subject to the terms 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 unless otherwise
stated in this Agreement. By accepting the Award, you acknowledge receipt of the Plan and the prospectus, as in effect on the date of this Agreement.
16.Personal Data.
a. By entering into this Agreement, and as a condition of the grant of the Option, you expressly consent to the collection, use,
and transfer of personal data as described in this Section to the full extent permitted by and in full compliance with
applicable law.
b. You understand that your local employer holds, by means of an automated data file, certain personal information about you,
including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary,
nationality, job title, any shares or directorships held in the Company, details of all options or other entitlement to shares
awarded, canceled, exercised, vested, 4