Honeywell 2010 Annual Report Download - page 148

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g. Participation in the Plan will not be deemed to constitute, and will not be deemed by you to constitute, an employment or labor relationship of
any kind with the Company.
18. Limitations. Nothing in this Agreement or the Plan gives you any right to continue in the employ of the Company or any of its Affiliates or to interfere
in any way with the right of the Company or any Affiliate to terminate your employment at any time. Payment of Shares is not secured by a trust,
insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of the Option.
You have no rights as a shareowner of the Company pursuant to the Option until Shares are actually delivered you.
19. Incorporation of Other Agreements. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the
Option. This Agreement supersedes any prior agreements, commitments or negotiations concerning the Option.
20. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the other provisions
of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered
activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.
21. Governing Law. The Plan, this Agreement (including but not limited to Section 11), and all determinations made and actions taken under the Plan or
this Agreement shall be governed by the internal substantive laws, and not the choice of law rules, of the State of Delaware and construed accordingly,
to the extent not superseded by applicable federal law.
22. Acknowledgements. By accepting this Agreement, you agree to the following: (a) you have carefully read, fully understand and agree to all of the
terms and conditions described in this Agreement, the Plan, the Plan's prospectus and all accompanying documentation; and (b) you understand and
agree that this Agreement, the Noncompete Agreement if applicable, and the Plan constitute the entire understanding between you and the Company
regarding the Option, and that any prior agreements, commitments or negotiations concerning the Option are replaced and superseded.
23. Deadline for Execution. To retain the Option, you understand that you must sign and return this Agreement and, if applicable, the separate
Noncompete Agreement, on or before [DUE DATE] in the form presented to you by the Company. If you do not sign and return both documents by
[DUE DATE], the Option shall be cancelled and you shall receive no benefit from this Agreement. The executed Agreement must be returned to
Honeywell International Inc., Executive Compensation/AB-1D, 101 Columbia Road, Morristown, NJ 07962. The executed Noncompete Agreement
must be returned to [ADDRESS].
9