Honeywell 2002 Annual Report Download - page 56

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10. Change in Control
(a) Initial Lump Sum Election. Notwithstanding any election made pursuant
to paragraph 7, a Participant may file a written election with the Corporation
to have the Deferral Amounts and Interest Equivalents accrued thereon which are
credited thereafter to the Participant's Account paid in one lump-sum payment as
soon as practicable following a Change in Control, but in no event later than 90
days after such Change in Control. The Interest Equivalents on any Deferred
Amount payable pursuant to this paragraph 10(a) shall include the "Contingent
Rate" credited to such Deferred Amount without regard to whether such amount has
become nonforfeitable as provided in paragraph 5 at the time payment is made
under this paragraph 10(a).
(b) Revocation of Lump-Sum Election. A Participant may revoke an election
made pursuant to paragraph 10(a) (including an election not to be paid in one
lump sum upon a Change in Control) by filing an appropriate written notice with
the Corporation. A revocation notice filed pursuant to this paragraph 10(b)
shall be subject to such terms and conditions as the Corporation shall establish
and shall be effective with respect to any or all of the Participant's Deferral
Amounts and Interest Equivalents accrued thereon which are credited to such
Participant under the Plan. Any such election shall be subject to such
restrictions and limitations as the Corporation shall determine in its sole
discretion.
(c) Limitation on Elections. Any election made pursuant to paragraph 10(a)
or 10(b) shall not be effective unless filed with the Corporation at least 90
days prior to a Change in Control.
(d) Definition of Change in Control. For purposes of the Plan, a Change in
Control is deemed to occur at the time (i) when an entity, person or group
(other than the Corporation, any subsidiary or savings, pension or other benefit
plan for the benefit of employees of the Corporation or its subsidiaries) which
theretofore beneficially owned less than 30% of the Corporation's common stock
(the "Common Stock") then outstanding, acquires shares of Common Stock in a
transaction or a series of transactions that results in such entity, person or
group directly or indirectly owning beneficially 30% or more of the outstanding
Common Stock, (ii) of the purchase of Common Stock pursuant to a tender offer or
exchange offer (other than an offer by the Corporation) for all, or any part of,
the Common Stock (iii) of a merger in which the Corporation will not survive as
an independent, publicly owned corporation, a consolidation, a sale, exchange or
other disposition of all or substantially all of the Corporation's assets, (iv)
of a substantial change in the composition of the Board during any period of two
consecutive years such that individuals who at the beginning of such period were
members of the Board cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the shareowners
of the Corporation, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period, or (v) of any transaction or other event which the
Committee, in its sole discretion, determines to be a Change in Control for
purposes of the Plan.