Honeywell 2011 Annual Report Download - page 140

an amount equal to the sum of (A) the first installment and (B) the prorated value of the second installment, or (ii) but before the second installment of
your Actual Award is paid, you will receive an amount equal to the prorated value of the second installment. For purposes of this paragraph, the prorated
value of the second installment shall be determined by multiplying the second installment by a fraction, the numerator of which is the number of days you
were actively employed by the Company and its Affiliates from the January 1st immediately following the end of the Performance Cycle to your
separation from service date and the denominator of which is 439. Subject to Section 19, this amount shall be paid to you as soon as practicable following
your separation from service with the Company and its Affiliates.
If you retire from the Company and its Affiliates after you attain age 64 with 25 Years of Service (as defined in the Plan) and after the Performance Cycle
ends but before your full Actual Award is paid, you will receive an amount equal to the unpaid portion of your Actual Award, which subject to Section 19,
shall be paid to you as soon as practicable following your separation from service with the Company and its Affiliates.]
9. Change in Control. In the event of a Change in Control (as defined in the Plan), you will be deemed to have earned an Actual Award at a Plan Payout
Percentage of 100%. In such case, you shall receive both installments of your Actual Award in a single sum payment no later than the earlier of 90 days
after the date of the Change in Control or two and one-half months after the end of the calendar year in which the Change in Control occurs. Such single
sum payment may be in cash or Shares, as determined by the Committee.
10.Change in Status. If your role within the Company changes during the Performance Cycle such that you would no longer be eligible to receive Growth
Plan Units, this Agreement shall remain in full force and effect as if no such change had occurred.
11.Requirements for and Forfeiture of Award.
a. General. The Award is expressly contingent upon you complying with the terms, conditions and definitions contained in this
Section 11 and in any other agreement that governs your noncompetition with Honeywell, your nonsolicitation of Honeywell's
employees, customers, suppliers, business partners and vendors, and/or your conduct with respect to Honeywell's trade secrets
and proprietary and confidential information. For purposes of this 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.
b. Remedies.
1. You expressly agree and acknowledge that the
forfeiture provisions of subsection 11.b.2. of this
Agreement shall apply if, from the Award Date until
the date that is twenty-four (24) months after your
Termination of Employment for any reason, you
enter into an employment, consultation or similar
agreement or arrangement (including any
arrangement for service as an agent, partner,
stockholder, consultant, officer or director) with any
entity or person engaged in
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