Honeywell 2010 Annual Report Download - page 138

Exhibit 10.35
EXHIBIT B
HONEYWELL INTERNATIONAL INC.
Employee Non-Competition Agreement
In consideration of my employment, continued employment, compensation, equity awards, post-termination benefits and the special grant of restricted stock
units, I agree that throughout my employment with Honeywell and for a period of two (2) years following the later of (i) my Termination of Employment1
from Honeywell for any reason, or (ii) the Date on which Salary Continuation Benefits End,2 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 Exhibit, "Competing Business" shall mean each of the following, along with their subsidiaries and affiliates, successors and assigns: (i)
Siemens Building Technology division; (ii) Tyco International's Security business; (iii) Bosch's Security Systems business; (iv) Emerson Electric Co.'s
Climate Technologies business; (v) Schneider Electric; (vi) Johnson Controls, Inc.'s Building Efficiency (York) business; (vii) Cisco Systems' Converged
Building Systems business; (viii) Arkema Inc.; (ix) Axens; (x) BASF; (xi) DSM Dyneema; (xii) E.I. DuPont de Nemours; (xiii) Ingersoll Rand; (xiv) Shell
(Criterion) Chemicals; (xv) Dow Chemical; (xvi) Sigma-Aldrich Corp.; (xvii) United Technologies' Carrier business; (xviii) Lennox International Inc.; (xix)
Invensys; and (xx) 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") (A) with annual gross sales in excess of $1 billion, (B) that designs, develops,
produces, offers for sale or sells products or services that can be substituted for the products or services of any Honeywell strategic business group, unit or
enterprise, or similar division or business segment, over which I had executive authority within ten (10) years prior to my termination of employment
(including, but not limited to, security, building automation, controls and combustion, building solutions and systems integration, refining, petrochemical
technologies and materials, resins and chemicals, electronic materials, fluorine products, advanced fibers and composites, refrigerants, specialty gases,
additive and other specialty products) ("Competitive Honeywell Activities"), and (C) with gross revenue from Competitive Honeywell Activities of at least
$100 million in any of the Business Entity's two (2) preceding fiscal years. 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
1"Termination of Employment" means my last day of active employment with Honeywell.
2"Date on which Salary Continuation Benefits End" means the last day on which I receive any salary continuation benefits under any (i) severance plan sponsored or funded by
Honeywell, (ii) agreement by Honeywell to pay severance benefits, whether oral or written, express or implied, or (iii) any statutory, regulatory, court or other legally-mandated
entitlement to notice, redundancy, or severance pay or any other termination benefits, if my employment is terminated under circumstances that entitle me to such benefits.
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