Honeywell 2008 Annual Report Download - page 304

applicable laws of descent and distribution.
(d) Payment of Exercise Price. The Exercise Price of a Stock Option must be paid in full when the Stock Option is exercised. Stock
certificates will be registered and delivered only upon receipt of payment. Payment of the Exercise Price may be made in cash or by
certified check, bank draft, wire transfer, or postal or express money order. No portion of the Exercise Price of a Stock Option may be paid
from the proceeds of a loan of cash from the Company to the Participant. In addition, unless the Committee determines otherwise, payment
of all or a portion of the Exercise Price may be made by:
(i) Delivering a properly executed exercise notice to the Company or its agent, together with irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale proceeds with respect to the portion of the Shares to be acquired having a Fair
Market Value on the date of exercise equal to the sum of the applicable portion of the Exercise Price being so paid;
(ii) Tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Participant for at
least six months, subject to paragraph (v), and that have a Fair Market Value on the day prior to the date of exercise equal to the
applicable portion of the Exercise Price being so paid;
(iii) Instructing the Company to withhold Shares that would otherwise be issued having a Fair Market Value on the date of exercise
equal to the applicable portion of the Exercise Price being so paid (provided such withholding has been expressly authorized by the
Committee); or
(iv) Any combination of the methods described in paragraphs (i), (ii) and (iii).
(v) The Committee, in consideration of applicable accounting standards, may waive any holding period on Shares required to tender
pursuant to paragraph (ii) or prohibit withholding pursuant to paragraph (iii).
(e) Incentive Stock Options. Incentive Stock Options granted under the Plan will be subject to the following additional conditions,
limitations and restrictions:
(i) Eligibility. Incentive Stock Options may be granted only to Employees of the Company or an Affiliate that is a subsidiary or parent
corporation of the Company, within the meaning of Section 424 of the Code.
(ii) Timing of Grant. No Incentive Stock Option will be granted under the Plan after the 10-year anniversary of the date on which the
Plan is adopted by the Board or, if earlier, the date on which the Plan is approved by the Company's shareowners.
(iii) Amount of Award. Subject to Section 5.3 of the Plan, no more than 10 million Shares may be available for grant in the form of
Incentive Stock Options. The aggregate Fair Market Value as of the date of grant of the Shares with respect to which the Incentive
Stock Options awarded to any Participant first become exercisable during any calendar year may not exceed $100,000. For