Honeywell 2003 Annual Report Download - page 307

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You hereby agree and acknowledge that you are not entitled to receive any
additional payments or benefits from the Honeywell Group related to your
employment or termination of employment other than as expressly provided herein.
Cooperation and Nondisclosure
In further exchange for the Consideration you receive under this Agreement and
Release, you agree to cooperate fully with the Company in any matters that have
given or may give rise to a legal claim against the Company, and of which you
are knowledgeable as a result of your employment with the Company. This requires
you, without limitation, to (1) make yourself available upon reasonable request
to provide information and assistance to the Company on such matters without
additional compensation, except for your out of pocket costs, (2) maintain the
confidentiality of all Company privileged or confidential information including,
without limitation, attorney-client privileged communications and attorney work
product, unless disclosure is expressly authorized by the Company's law
department, and (3) notify the Company promptly of any requests to you for
information related to any pending or potential legal claim or litigation
involving the Company, reviewing any such request with a designated
representative of the Company prior to disclosing any such information, and
permitting a representative of the Company to be present during any
communication of such information. In particular, and without limiting the
applicability of the foregoing, you agree to make yourself reasonably available
to assist (including, without limitation, making yourself available for
interviews, depositions and trial) the Company in its defense of securities
litigation currently pending in New Jersey Federal District Court under the
caption In Re Honeywell Securities Litigation.
Indemnification
Honeywell will indemnify you, to the extent permitted by law and Honeywell's
certificate of incorporation and by-laws, for personal acts and omissions
committed in the exercise of your duties as an officer of the Company.
Consistent with this obligation, the Company will advance indemnification
expenses on your behalf, provided you sign an undertaking to repay all such
amounts if it shall be ultimately determined by final judicial decision that you
are not entitled to indemnification.
Non-Competition Agreement
In further exchange for the Consideration you receive under this Agreement and
Release, you agree that for the entirety of your Salary Continuation Period you
will not, without the written consent of Honeywell, directly or indirectly, (a)
engage or be interested in (without any geographic restrictions or limitations),
as owner, partner, shareholder, employee, director, officer, agent, consultant
or otherwise, directly or indirectly, with or without compensation, any
Competing Business or assist any Competing Business, (b) alone or in concert
with others, employ or seek to employ, induce or solicit for employment, any
person who was employed by the Company (other than persons employed in a
clerical or other non-professional position) within the twelve (12) month period
preceding the date of such employment or solicitation, or (c)