Honeywell 2010 Annual Report Download - page 137

EXHIBIT B
HONEYWELL INTERNATIONAL INC.
Employee Non-Competition Agreement
In consideration of my employment, continued employment, compensation and post-termination benefits, I agree that throughout my employment with
Honeywell and until the later of (a) the date I attain age 65 (August 5, 2018), or (b) for a period of two (2) years following the later of (i) my "Termination of
Employment" from Honeywell for any reason, or (ii) the "Date on which Salary Continuation Benefits End," if applicable, I will not, without the written
consent of Honeywell, directly or indirectly, 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.
For purposes of this Agreement, "Competing Business" shall mean (i) Siemens A.G. and its subsidiaries and affiliates, (ii) Tyco International and its
subsidiaries and affiliates, (iii) General Electric Company, and its subsidiaries and affiliates, (iv) Emerson Electric Co. and its subsidiaries and affiliates, (v)
Johnson Controls, Inc. and its subsidiaries and affiliates, and (vi) 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 security and fire protection products and systems or
products or services that can be used as a substitute for, or are generally intended to satisfy the same customer needs for, any fire and security products or
services of Honeywell. Nothing herein, however, shall prohibit me 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 me 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 shall not affect the other provisions hereof, which shall remain in full force and effect.
I agree that Honeywell's remedies at law would be inadequate in the event of a breach or threatened breach of this Non-Competition Agreement; accordingly,
Honeywell 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.
This Agreement should be read in concert with the Honeywell International Inc. Employee Agreement Relating to Trade Secrets, Proprietary and Confidential
Information and is not meant to conflict with or supersede that Agreement.
I acknowledge that I have read this Non-Competition Agreement. I understand that to the extent applicable, it remains in effect during my employment and
following the termination of my employment. This Non-Competition Agreement may be amended only by a written agreement signed by both parties.
/s/ Roger Fradin October 18, 2010
Roger Fradin Date
This Non-Competition Agreement was signed in consideration of my employment, continued employment, compensation, post-termination benefits and the
benefits described in the letter dated October 6, 2010, as well as other good and valuable consideration.
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