Honeywell 2010 Annual Report Download - page 161

HONEYWELL INTERNATIONAL INC.
Employee Non-Competition Agreement
In consideration of my employment, continued employment, compensation and post- termination benefits, I agree that for a period of one (1) year following
my termination of employment with Honeywell for any reason, 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 any business engaged in the research, development, manufacture or sales of products or
systems serving Aerospace Commercial, Defense, or Space, original equipment manufacturers or suppliers, the Aerospace aftermarket or Aerospace services.
Without limiting the foregoing in any way, and to avoid doubt, Competing Business shall specifically include each of the following entities, brand owners (or
their respective licensees) and their subsidiaries and affiliates (including any successors thereto): Rockwell Collins, Inc., GE Co., Pratt Whitney/Sundstrand
United Technologies Corp UTC, Rolls-Royce PLC, The Boeing Company, Airbus Operations S.A.S., General Dynamics Corp; General Dynamics Land
Systems, Inc., Lockheed Martin Corp; Lockheed Martin Aeronautics Co,. Northrop Grumman Corp, Lufthansa Technik AG, BBA Aviation PLC, Garmin
Ltd., Dubai Aerospace Enterprise DAE, Thales Group, Raytheon Company and Williams International Co., LLC. 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.
I 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;
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.
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 Agreement. I understand that to the extent applicable, it remains in effect following the termination of my employment.
This Agreement may be amended only by a written agreement signed by both parties.
/s/ Timothy Mahoney 10/6/09
Timothy Mahoney Date
This Agreement was signed in consideration of my employment, continued employment, compensation and post-termination benefits, as well as other good
and valuable consideration.