Honeywell 2011 Annual Report Download - page 141

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 Growth Plan payment that has not yet been vested, earned or paid under this
Agreement shall immediately be cancelled, and you shall forfeit any rights you have with respect to such payment as of the date of the Committee's
determination, and (ii) you shall immediately deliver to the Company cash equal in value to the gross Growth Plan payment you received under this
Agreement 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 trading, to recoup compensation paid to you pursuant to the
Plan, and you agree to comply with any Company request or demand for recoupment.
12.Withholdings. The Company or your local employer shall have the power and the right to deduct or withhold, or require you to remit to the Company or
to your local employer, prior to any issuance or delivery of a Growth Plan payment, an amount sufficient to satisfy taxes imposed under the laws of any
country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gain taxes, transfer taxes, and social security
contributions, and National Insurance Contributions, that are required by law to be withheld as determined by the Company or your local employer.
13.Adjustments. Any adjustments to the Growth Plan Units will be governed by Section 5.3 of the Plan.
14.Transfer of Awards. You may not transfer any interest in your Growth Plan Units or Actual Award. Any attempt to dispose of your interest in your
Growth Plan Units or Actual Award shall be null and void.
15.Plan Terms Govern. The vesting of and payment for Growth Plan Units, the disposition of any Shares received for Growth Plan Units, and the treatment
of gain on the disposition of any such Shares, are subject to the provisions of the Plan and any rules that the Committee may prescribe. The Plan
document, as may be amended from time to time, is incorporated into this Agreement. Capitalized terms used in this Agreement have the meaning set
forth in the Plan, unless otherwise stated in this Agreement. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the
Plan will control. By accepting the Award, you acknowledge that the Plan and the Plan prospectus, as in effect on the date of this Agreement, have been
made available to you for your review. 4