Honeywell 2011 Annual Report Download - page 143

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b.The Company may administer the Plan from outside your country of residence and United States law will govern all Growth Plan Units granted under
the Plan.
c.Benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic
payments.
d.The benefits and rights provided under the Plan are not to be considered part of your salary or compensation under your employment with your local
employer for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service
awards, indemnification, 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 Growth Plan Units hereunder, and any future grant of Growth Plan Units under the Plan, is entirely voluntary, and at the complete
discretion of the Company. Neither the grant of the Growth Plan Units 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 except as provided in Section 15, 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 your Growth Plan Units or Actual Award 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 this Agreement. You have no rights as a shareowner of the Company unless and until Shares are actually delivered to you.
19.Agreement Changes. The Company reserves the right to change the terms of this Agreement and the Plan without your consent to the extent necessary or
desirable to comply with the requirements of Code section 409A, the Treasury regulations and other guidance thereunder.
6