Equity Award Adjustments. Each outstanding equity award granted under the Automation Equity Plans held by any individual as of the Distribution shall be adjusted in accordance with the resolutions adopted by the Automation Compensation Committee in connection with the Distribution or pursuant to Section 12.03, as applicable; provided, that, prior to the Effective Time, the Automation Compensation Committee may provide for different treatment with respect to some or all of the Automation Awards held by Automation Employees, Automation Former Employees, Aerospace Employees and Aerospace Former Employees located outside of the United States to the extent that the Automation Compensation Committee deems such treatment necessary or appropriate, including to avoid adverse tax consequences to any such employee or former employee. Equity awards that are covered by this Section 12.02 or by Section 12.03 shall not be exercisable and/or settled during a period beginning on a date prior to the Distribution Date determined by the Automation Compensation Committee in its sole discretion, and continuing until the adjustments made pursuant to such resolutions are completed, as determined by Automation Compensation Committee in its sole discretion. Equity awards that remain outstanding under the Automation Equity Plans shall remain subject to all terms and conditions of the Automation Equity Plans, including the adjustment provisions thereof.
Appears in 3 contracts
Sources: Employee Matters Agreement (Honeywell Aerospace Inc.), Employee Matters Agreement (Honeywell Aerospace Inc.), Employee Matters Agreement (Honeywell Aerospace Inc.)