Honeywell 2010 Annual Report Download - page 165

effect. No waiver of this Agreement will be effective unless it is in writing and signed by Honeywell's Senior Vice President for Human Resources and
Communications or his/her designee. This Agreement may not be superseded or amended by any other agreement between myself and Honeywell unless such
agreement specifically and expressly states that it is intended to supersede this Agreement and is executed by Honeywell's Senior Vice President for Human
Resources and Communications or his/her designee. This Agreement binds my heirs, executors, administrators, legal representatives and assigns and inures to
the benefit of Honeywell and its successors and assigns.
6. Acknowledgement of Receipt. I acknowledge that I received a copy of this Agreement prior to accepting the Annual Equity Grant and that execution of
this Agreement was an express condition of my being provided and keeping the awards and benefits contained within the Annual Equity Grant.
7. Effectiveness of Agreement. This Agreement becomes effective when I sign it, the obligations under it continue throughout the entire period of time I am
employed by Honeywell, without regard to the business within Honeywell with which I am associated and these obligations will continue after, and survive,
the end of my employment with Honeywell. The executed copy of this Agreement should be returned by mailing or emailing a signed copy of the Agreement
to [ADDRESS].
8. Notice to Future Employers. For the period of [NUMBER] year(s) immediately following the end of my employment with Honeywell, I will inform each
new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of it. Honeywell has the right to
inform any future employer of the existence of this Agreement and to provide any future employers with a copy of it.
9. Governing Law and Venue. This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to
its principles of conflicts of law. I hereby consent to the exclusive jurisdiction and venue in the federal and state courts of the State of New Jersey, Morris
County, for the resolution of all disputes arising under, or relating to, this Agreement.
10. Additional Definitions.
"Honeywell" collectively identifies Honeywell International Inc. (a Delaware corporation having a place of business at Columbia Road and Park
Avenue, Morris Township, Morris County, New Jersey), its predecessors, designees and successors and its past, present and future operating companies,
divisions, subsidiaries, affiliates and other business units, including businesses acquired by purchase of assets, stock, merger or otherwise.
"Look Back Period" means the two (2) year period ending on the date of my Termination of Employment.
"Program" refers to the noncompete initiative implemented by Honeywell requiring that employees occupying certain jobs in Salary Bands 5 - 7
execute this Noncompete Agreement as full or partial consideration of their Annual Equity Grant.