Honeywell 2010 Annual Report Download - page 163

venture, association or other organization, that (i) conducts or is planning to conduct a business similar to and/or in competition with any business conducted
or planned by any Honeywell business for which I (A) was employed or performed services in a job covered by this Program, or (B) had knowledge of
operations over the Look Back Period, or (ii) designs, develops, produces, offers for sale or sells a product or service that can be used as a substitute for, or is
generally intended to satisfy the same customer needs for, any one or more products or services designed, developed, manufactured, produced or offered for
sale or sold by any Honeywell business for which I (X) was employed or performed services in a job covered by this Program, or (Y) had knowledge of
operations during the Look Back Period. I acknowledge that I will be deemed to have knowledge of a business if I received, was in possession of or otherwise
had access to Trade Secrets, Proprietary and Confidential Information regarding such business. For purposes of illustration only, I acknowledge and
understand that each of the corporations or entities (and any related entities, subsidiaries, affiliates or successors) set forth on the Addendum attached hereto is
a Competing Business as of the date hereof. I further acknowledge and agree that the Addendum attached hereto is not an exhaustive list and is not intended to
include all of Honeywell's current or future competitors, which I acknowledge may include other persons or entities in the future. I further acknowledge and
understand that if I have any questions about whether any prior Honeywell position which I have held over the last two years is subject to this Program and
shall be used to identify Competing Businesses, I should contact my Human Resource representative.
Honeywell recognizes that some businesses, persons, entities, or group of businesses that are Competing Businesses as defined above may also have
lines of business or parts of their business that do not compete with Honeywell as defined above, and the restrictions contained herein are not intended to
include such lines of business or parts of their businesses. I understand and agree that if I intend to 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 above, it is presumed that the restriction contained herein applies. I further understand and agree that if I do not believe
the restriction contained herein should apply, I must demonstrate to Honeywell that I will only be 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
line of business in, or part of, a Competing Business that does not compete with Honeywell as defined above.
2. Reasonableness of Restrictions and Validity. I agree that the terms of this Agreement are reasonable and do not impose a greater restraint than necessary
to protect Honeywell's legitimate protectable business interests, including the protection of its Trade Secrets, Proprietary and Confidential Information. It is
the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent legally-permissible. Accordingly, if any
particular provision(s) of this Agreement shall be adjudicated to be overbroad, invalid or unenforceable, the court may modify or sever such provision(s), such
modification or deletion to apply only with respect to the operation of such provision(s) in the particular jurisdiction in which such adjudication is made. In
addition, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical
scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall
then appear. The remaining provisions of this Agreement shall remain in full force and effect. I also agree that the parties shall request that a court of
competent jurisdiction not invalidate or ignore the terms of this Agreement, but instead honor this provision by reforming