Honeywell 2011 Annual Report Download - page 139

5. Timing of Payments. The payment of Growth Plan Unit awards is contingent upon (i) the achievement of the performance criteria outlined in
Section 3 above, and (ii) except as otherwise provided in this Agreement, you remaining actively employed by the Company on the applicable
payment dates. Thus, for example, if you are receiving pay from the Company but not actively performing services therefore (including, but not
limited to, severance periods, notice periods, and grandfathered vacation periods), you will not be considered "active" for purposes of the
payment of Growth Plan Unit awards. To the extent a Growth Plan Unit award is earned, you will receive it in two installments (subject, of
course, to the active employment criteria described herein). One-half of your Actual Award will be paid in [MONTH, YEAR]; the second half of
your Actual Award will be paid in [MONTH, YEAR]; provided, however, that in no event will a payment be made later than two and one-half
months from the end of the year in which the payment vests.
6. Form of Payment. Growth Plan Units may be paid out in either cash or shares of the Company's common stock ("Shares"), at the discretion of
the Committee. Your award will be expressed in U.S. dollars. Payment shall be made in the same currency as your pay ("Local Currency"). In the
event you receive pay in more than one Local Currency, the currency used for payment will be at the discretion of the Company or your
employer. The Company will normalize your award value for any fluctuation in exchange rates between U.S. dollars and your Local Currency
using the rate in effect for compensation planning at the beginning of the Performance Cycle. If your Actual Award is paid in Shares, the number
of Shares shall be determined by dividing the Actual Award by the Fair Market Value (as defined in the Plan) of the Shares as of the date the
Committee determines the amount of your Actual Award. Fractional Shares will always be paid in cash. No payment amounts will be credited
with interest, and you may not defer the payment of any awards hereunder.
7. Termination of Employment. If your employment with the Company is terminated for any reason other than death [or retirement as provided in
Section 8] prior to the date a Growth Plan Unit payment is to be made pursuant to Section 5 above, any unpaid amounts shall be forfeited and
your rights with respect to any Growth Plan Units will terminate unless the Committee, or its designee, determines otherwise in its sole and
absolute discretion.
8. Death[, or ]Disability[ or Retirement]. If your employment with the Company terminates because of death or you incur a Disability (as defined
in the Plan) prior to the first installment payment of your Actual Award, you or your estate will receive the prorated value of your Actual Award.
The prorated value of the Actual Award shall be determined by multiplying the Actual Award by a fraction, the numerator of which is the
number of days you were actively employed by the Company during the Performance Cycle prior to your death or Disability, and the
denominator of which is the total number of days from your first eligibility date during the Performance Cycle through the last day of the
Performance Cycle. Such prorated Actual Award shall be payable in a single lump sum at the time the first installment payment is paid to other
Growth Plan grantees. If your death or Disability occurs after the first installment payment of your Actual Award has been made but before the
second installment payment has been made, the Company shall pay the second installment payment in a lump sum as soon as practicable after the
date of death or Disability.
[INCLUDE AS APPLICABLE: If you retire from the Company and its Affiliates after you attain age 62 with 25 Years of Service (as defined in
the Plan) and after the Performance Cycle ends, (i) but before the first installment of your Actual Award is paid, you will receive
2