Honeywell 2010 Annual Report Download - page 144

c. Noncompete Agreement.
1. If you have been identified as an employee in a position that is subject to a Noncompete Agreement, you understand, acknowledge and
agree that the Award is expressly contingent upon you executing and returning the separate Noncompete Agreement on or before [DUE
DATE], in the form presented to you by the Company. Failure to execute and return the Noncompete Agreement on or before [DUE
DATE], shall result in the cancellation of this Award, even if you have otherwise accepted and agreed to all of the other terms and
conditions of the Award and the nonsolicitation provisions of this Section 11. You further understand and acknowledge that you must not
violate the terms of the separate Noncompete Agreement and, if you do so, you will be subject to the remedies and forfeiture provisions of
subsections 11.d.1. and 11.d.2.
2. The terms of this subsection 11.c.2. shall apply whether the Company has presented you with a Noncompete Agreement or not. You
expressly agree and acknowledge that the forfeiture provisions of subsection 11.d.3. shall apply if, from the date of the grant of the Option
until the date that is twenty-four (24) months after your Termination of Employment for any reason, you enter into an employment,
consultation or similar agreement or arrangement (including any arrangement for service as an agent, partner, stockholder, consultant,
officer or director) with any entity or person engaged in a business in which Honeywell is engaged if the business is competitive (in the
sole judgment of the Committee) with Honeywell and the Committee has not approved the agreement or arrangement in writing.
d. Remedies.
1. You acknowledge that a remedy at law for any breach or threatened breach of subsections 11.b. or 11.c.1. of this Agreement would be
inadequate, and you therefore agree that Honeywell shall be entitled to injunctive relief in case of any such breach or threatened breach.
You acknowledge and agree that Honeywell may apply to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of subsections 11.b. or 11.c.1.
of this Agreement, and that money damages would not be an adequate remedy for any breach of subsections 11.b. or 11.c.1. of this
Agreement. You acknowledge and agree that a violation of subsections 11.b. or 11.c.1. of this Agreement would cause irreparable harm to
Honeywell, and you covenant that you will not assert in any proceeding that a violation or further violation of those subsections: (i) will
not result in irreparable harm to Honeywell; or (ii) could be remedied adequately at law. Honeywell's right to injunctive relief shall be
cumulative and in addition to any other remedies available by law or equity. If a court determines that you have breached or threatened to
breach subsections 11.b. or 11.c.1. of this Agreement, you agree to reimburse Honeywell for all attorneys' fees and
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