Honeywell 2010 Annual Report Download - page 162

Exhibit 10.39
HONEYWELL INTERNATIONAL INC.
NONCOMPETE AGREEMENT FOR SENIOR
EXECUTIVES
In consideration of benefits more fully described in the Stock Option Award Agreement [and Restricted Unit Agreement] provided to me in [YEAR] under
the [PLAN NAME] ("Annual Equity Grant"), my employment, continued employment, compensation and the equipment, materials, facilities and the Trade
Secrets, Proprietary and Confidential Information supplied to me, I agree to the following:
1. Noncompetition. I acknowledge that in the course of my employment with or provision of services to Honeywell, I have and will become familiar with
Trade Secrets, Proprietary and Confidential Information concerning Honeywell, its businesses and employees, including but not limited to, Honeywell's
business methods, business systems, strategic plans, plans for acquisition or disposition of products, expansion plans, financial status and plans, financial data,
customer lists and data, and personnel information. I understand and agree that as part of my continued employment with Honeywell, I will continue to have
access to and receive Trade Secrets, Proprietary and Confidential Information concerning Honeywell. I further acknowledge that Honeywell operates in a very
competitive business environment and my services are and will be of special, unique and extraordinary value to Honeywell. I further acknowledge that I have
been given and will continue to be given access to, and develop relationships with, customers of the Company at the time and expense of the Company and
have and will continue to receive training, experience and expertise from Honeywell that make my services of special, unique and extraordinary value to
Honeywell. I further acknowledge and agree that I will not, directly or indirectly, at any time during or after my employment with Honeywell, except in the
course of performing my duties at Honeywell, disclose, disseminate, make available or use Honeywell's Trade Secrets, Proprietary and Confidential
Information.
I agree that, during my employment and for a period of [NUMBER] year(s) following my Termination of Employment with Honeywell for any reason,
I will not become employed by, perform services for, or otherwise become associated with (as an employee, officer, director, principal, agent, manager,
partner, co-partner or consultant or any other individual or representative role) a Competing Business (as defined below). This restriction shall apply to any
Competing Business that conducts business in the same or substantially similar geographic area in which any Honeywell business, for which I was employed
or performed services in a job covered by this Program during the Look Back Period, conducts business or plans to conduct business as of my Termination of
Employment. I acknowledge (i) that Honeywell's business is conducted throughout the United States and around the world, (ii) notwithstanding the state of
incorporation or principal office of Honeywell, it is expected that Honeywell will have business activities and have valuable business relationships within its
industry throughout the United States and around the world, and (iii) as part of my responsibilities, I may be conducting business throughout the United States
and around the world in furtherance of Honeywell's business and its relationships.
A "Competing Business" shall mean any business, person, entity or group of business entities, regardless of whether organized as a corporation,
partnership (general or limited), joint