Honeywell 2003 Annual Report Download - page 308

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directly or through any third party, solicit, entice, persuade or induce any
person or entity doing business with the Company, to terminate such relationship
or to refrain from extending or renewing the same.
For purposes of this Agreement, "Competing Business" shall mean each of the
following entities and their subsidiaries and affiliates (including any
successors thereto): (i) Siemens Building Technologies (a division of Siemens
A.G.), (ii) Tyco Fire and Security (a division of Tyco International), (iii) GE
Infrastructure (a division of General Electric Company), (iv) the HVAC and
Process Control divisions of Emerson Electric Co., (v) Johnson Controls, Inc.,
(vi) Carrier (a division of United Technologies Corporation), (vii) Danaher
Corporation, (viii) Trane (a division of American Standard Inc.), (ix) Yokogawa
Corporation of America, (x) Invensys plc, (xii) Robert Bosch Corporation, and
(xii) any business entity or group of business entities, regardless of whether
organized as a corporation, partnership (general or limited), joint venture,
association or other organization or entity ("Business Entity") with annual
gross sales in excess of $1 billion, but only to the extent such Business Entity
designs, develops, produces, offers for sale or sells products or services that
compete with products and services offered for sale by Honeywell's Automation
and Control Solutions business. Nothing herein, however, shall prohibit you from
acquiring or holding not more than one percent (1%) of any class of publicly
traded securities of any such business; provided that such securities entitle
you to no more than one percent (1%) of the total outstanding votes entitled to
be cast by security holders of such business in matters on which such security
holders are entitled to vote.
In the event any of the foregoing covenants shall be determined by any court of
competent jurisdiction to be unenforceable by reason of extending for too great
a period of time, over too great a geographical area or by reason of its being
too extensive in any other respect, it shall be interpreted to extend only over
the maximum period of time for which it may be enforceable, over the maximum
geographical area as to which it may be enforceable, and/or to the maximum
extent in all other respects as to which it may be enforceable, all as
determined by such court in such action. The invalidity or unenforceability of
any particular provision of this Non-Competition Agreement paragraph shall not
affect the other provisions hereof, which shall continue in full force and
effect.
You agree that the Company's remedies at law would be inadequate in the event of
a breach or threatened breach of this Non-Competition Agreement paragraph;
accordingly, the Company shall be entitled, in addition to its rights at law, to
seek an injunction or other equitable relief without the need to post a bond.
The terms of this Non-Competition Agreement paragraph are to be read consistent
with the terms of the Company's standard Agreement Relating to Intellectual
Property and Confidential Information ("IP/Confidentiality Agreement"), a copy
of which is attached hereto as Exhibit "B"; provided, however, to the extent the
terms of this Non-Competition Agreement paragraph are more restrictive than such
IP/Confidentiality Agreement, the terms of this Non-Competition Agreement
paragraph shall govern.