Honeywell 2011 Annual Report Download - page 136

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pension or retirement benefits, or any other payments, benefits or rights of any kind. You waive any and all rights to compensation or damages as
a result of the termination of employment with your local employer for any reason whatsoever insofar as those rights result, or may result, from
the loss or diminution in value of such rights under the Plan or your ceasing to have any rights under, or ceasing to be entitled to any rights under,
the Plan as a result of such termination.
e. The grant of the Option hereunder, and any future grant of an option under the Plan, is entirely voluntary, and at the complete discretion of the
Company. Neither the grant of the Option nor any future grant by the Company will be deemed to create any obligation to make any future
grants, whether or not such a reservation is explicitly stated at the time of such a grant. The Company has the right, at any time and/or on an
annual basis, to amend, suspend or terminate the Plan; provided, however, that no such amendment, suspension, or termination will adversely
affect your rights hereunder.
f. The Plan will not be deemed to constitute, and will not be construed by you to constitute, part of the terms and conditions of employment. Neither
the Company nor your local employer will incur any liability of any kind to you as a result of any change or amendment, or any cancellation, of
the Plan at any time.
g. Participation in the Plan will not be deemed to constitute, and will not be deemed by you to constitute, an employment or labor relationship of
any kind with the Company.
18. Limitations. Nothing in this Agreement or the Plan gives you any right to continue in the employ of the Company or any of its Affiliates or to interfere
in any way with the right of the Company or any Affiliate to terminate your employment at any time. Payment of Shares 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 the Option.
You have no rights as a shareowner of the Company pursuant to the Option until Shares are actually delivered you.
19. Incorporation of Other Agreements. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the
Option. This Agreement supersedes any prior agreements, commitments or negotiations concerning the Option.
20. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the other provisions
of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered
activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.
21. Governing Law. The Plan, this Agreement, and all determinations made and actions taken under the Plan or this Agreement shall be governed by the
internal substantive laws, and not the choice of law rules, of the State of Delaware and construed accordingly, to the extent not superseded by applicable
federal law. 6