Honeywell 2011 Annual Report Download - page 133

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10. Transfer of Option. You may not transfer the Option or any interest in the Option except by will or the laws of descent and distribution or except as
permitted by the Committee and as specified in the Plan.
11. Requirements for and Forfeiture of Award.
a. General. The Award is expressly contingent upon you complying with the terms, conditions and definitions contained in this Section 11 and in
any other agreement that governs your noncompetition with Honeywell, your nonsolicitation of Honeywell's employees, customers, suppliers,
business partners and vendors, and/or your conduct with respect to Honeywell's trade secrets and proprietary and confidential information. For
purposes of this Section 11, the term "Honeywell" is defined as 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, as well as 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.
b. Remedies.
1.You expressly agree and acknowledge that the forfeiture provisions of subsection 11.b.2. of this Agreement shall apply if, from the Award Date until the
date that is twenty-four (24) months after your Termination of Employment for any reason, you enter into an employment, consultation or similar
agreement or arrangement (including any arrangement for service as an agent, partner, stockholder, consultant, officer or director) with any entity or
person engaged in a business in which Honeywell is engaged if the business is competitive (in the sole judgment of the Committee) with Honeywell and
the Committee has not approved the agreement or arrangement in writing.
2.In addition to the relief described in any other agreement that governs your noncompetition with Honeywell, your nonsolicitation of Honeywell's
employees, customers, suppliers, business partners and vendors, and/or your conduct with respect to Honeywell's trade secrets and proprietary and
confidential information, if the Committee determines, in its sole judgment, that you have violated the terms of any such agreement or you have engaged
in an act that violates subsection 11.b.1. of this Agreement, (i) any portion of the Option you have not exercised (whether vested or unvested) shall
immediately be cancelled, and you shall forfeit any rights you have with respect to the Option as of the date of the Committee's determination, and (ii) you
shall immediately deliver to the Company Shares equal in value to the gross amount of any profit you realized upon an exercise of the Option during the
period beginning twelve (12) months prior to your Termination of Employment and ending on the date of the Committee's determination.
3.Notwithstanding anything in the Plan or this Agreement to the contrary, you acknowledge that the Company may be entitled or required by law, Company
policy or the requirements of an exchange on which the Shares are listed for
3