Honeywell 2011 Annual Report Download - page 144

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20. Incorporation of Other Agreements. This Agreement and the Plan constitute the entire understanding between you and the Company regarding
the Growth Plan Units. This Agreement supersedes any prior agreements, commitments or negotiations concerning the Growth Plan Units.
21. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the other
provisions of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration,
scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.
22. Governing Law. The Plan, this Agreement, and all determinations made and actions taken under the Plan or this Agreement shall be governed
by the internal substantive laws, and not the choice of law rules, of the State of Delaware and construed accordingly, to the extent not superseded
by applicable federal law.
23. Acknowledgements. By accepting this Agreement, you agree to the following: (i) you have carefully read, fully understand and agree to all of
the terms and conditions described in this Agreement, the Plan, the Plan's prospectus and all accompanying documentation; and (ii) you
understand and agree that this Agreement and the Plan constitute the entire understanding between you and the Company regarding the Growth
Plan Units, and that any prior agreements, commitments or negotiations concerning the Growth Plan Units are replaced and superseded.
24. Award Acceptance. To retain this Award, you must accept it by signing the Agreement below and, by signing this Agreement, you will be
deemed to consent to the application of the terms and conditions set forth in this Agreement and the Plan. If you do not wish to accept this
Award, you must contact Honeywell International Inc., Executive Compensation/AB-1D, 101 Columbia Road, Morristown, New Jersey 07962 in
writing within thirty (30) days of the Award Date.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by the facsimile signature of its Chairman of the Board and Chief
Executive Officer as of the Award Date.
HONEYWELL INTERNATIONAL INC.
By: /s/ David M. Cote
Chairman of the Board and Chief Executive Officer
Employee's signature
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