Exhibit 10.2


CONSULTING AGREEMENT


          AGREEMENT made as of this 24th day of
March, 2010 by and between Larry E. Kittelberger (hereinafter referred to as
“Consultant”), and Honeywell International Inc., a corporation organized under
the laws of the state of Delaware (hereinafter referred to as “Honeywell” or
the “Company”). 


WITNESSETH:


          WHEREAS, Consultant has been a senior
executive of the Company for approximately 13 years; and 


          WHEREAS, the Consultant, in his role as the
Company’s Senior Vice President of Technology and Operations, became intimately
familiar with the Company’s significant business and technological strategies
and challenges; and 


          WHEREAS, the Consultant has announced his
retirement from the Company effective April 12, 2010; and 


          WHEREAS, the Company is desirous of
engaging Consultant to help in the transition and management of certain
projects and initiatives on an ad hoc basis; and 


          WHEREAS, Consultant is desirous of working
on certain such projects and initiatives on a part-time basis and according to
his own schedule; 


          NOW THEREFORE, in consideration of the
mutual covenants contained herein, it is agreed as follows: 


          1.
The Company hereby retains Consultant as an independent contractor to perform
the services set forth in Exhibit A, attached hereto and made a part hereof, as
well as other similar and appurtenant duties as may be assigned to Consultant
while performing such services. Company and Consultant shall confer from time
to time to review and revise, as appropriate, the list of services set forth in
Exhibit A. Subject to the provisions of Paragraph 2, Consultant agrees to
comply with applicable Company policies in the performance of his services
hereunder. The term of this Agreement shall begin on April 13, 2010 and end on
April 12, 2011, unless earlier terminated as provided herein. The term of this
Agreement may be further extended by the written agreement of Consultant and
the Company. 


          2.
Consultant shall provide to the Company, in accordance with the procedures set
forth in Paragraph 17, written periodic reports of his activities in sufficient
detail to evidence the nature and scope of the services provided, and will
provide supporting documentation in the form of related work records, meeting
reports and similar documents as requested by the Company. Consultant shall be
free to determine his own means and manner of accomplishing the purposes of the
parties, as more fully set forth in Exhibit A, provided he performs his
services hereunder in a 


1





manner acceptable to
Honeywell, as determined in accordance with Paragraph 7 hereof, and provided he
complies fully with all laws and regulations applicable to Honeywell’s
operations and Consultant’s services. Honeywell shall not exercise or retain
the right to control, direct or supervise the manner in which Consultant
performs services for Honeywell. 


          3.
Consultant shall perform the services specified in Exhibit A at such locations
as shall be necessary, convenient or appropriate to the performance of such
services. 


          4.
As full and complete payment for all services rendered hereunder, the
Management Development and Compensation Committee of the Board of Directors has
approved the following compensation package (the “Consideration”), which
compensation package shall apply to the specific elements hereof
notwithstanding any contrary provisions in the applicable Company compensation
plans: 


                    (a)
Pre-existing Stock Option Awards.
All outstanding stock options that are unvested as of April 12, 2010 shall
become vested on April 12, 2010. 


                    (b)
Extension of Option Vesting Periods.
With respect to any stock options awarded to Consultant after 2003, Consultant
will have the full remaining term thereof to exercise such options. 


          5.
The Company shall reimburse Consultant for all reasonable out-of-pocket
expenses (transportation, hotels, meals, and telecommunications) necessarily
incurred by Consultant in connection with any trip made at the request of the
Company and with its approval. Necessary expenses will include reimbursement
for coach class airfares and the cost of reasonable meals and accommodations.
Reimbursement shall be made by payment within 30 days after receipt of invoice
rendered by the Consultant, subject to approval of the Company. All invoices
submitted for payment shall be in the name of Consultant. No other expenses
will be eligible for reimbursement unless the Company authorizes them in
advance and an itemized statement of the expense is submitted to the Company
along with the Consultant’s invoice. Any disbursement paid to a third party by
the Consultant shall be authorized in advance by the Company and an itemized
statement of the same shall be submitted to the Company with the Consultant’s
invoice. 


          6.
Notwithstanding any provision herein contained to the contrary, in the event
the Company determines that the payment of a fee or the payment of any
reimbursement as herein provided is contrary to law or governmental policy of
the country or countries out of which the transaction arises, the Consultant
hereby waives any right title or interest to the fee or reimbursement to which
the Consultant would otherwise be entitled. The Consultant hereby represents to
the Company that (i) no part of any fee paid or reimbursement for any
disbursement shall be paid, directly or indirectly, to or for the benefit of
any employee, agent or representative of any government, governmental agency or
commercial customer for an improper purpose or to obtain a benefit for the
Company or any of its subsidiaries or affiliates, and (ii) this Agreement and
its performance hereunder do not violate the laws or regulations of the United
States, any state thereof, or any other country in which Consultant is
performing services hereunder, including, without limitation, laws and
regulations pertaining to gratuities, conflicts of interest, post-Government
employment, or the disclosure of source selection or proprietary information. 


2





          7.
In the performance of the services described herein, the Consultant (a) shall
be deemed to be and shall act strictly and exclusively as an independent
contractor and shall not be considered under the provisions of this Agreement
or otherwise as having an employee status with Honeywell, or as being eligible
to participate in or receive any benefit under a benefit plan or program made
available to employees of the Company; (b) is not granted and shall not
exercise any authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of the Company, or to bind the
Company to any agreement, contract or arrangement of any nature, except as
expressly provided herein; (c) shall comply with all applicable laws and
regulations; (d) shall have sole responsibility for the payment of applicable
taxes, all workers’ compensation and disability insurance, Social Security and
other similar taxes levied with respect to any payment hereunder that is
properly reportable on Form 1099; (e) shall not contact U.S. Government
personnel without the prior written consent of the Company; and (f) shall
maintain all appropriate insurances in connection with Consultant’s obligations
hereunder. 


          8.
In further exchange for the Consideration detailed in Paragraph 4 of this
Agreement, Consultant agrees that for a period of two (2) years he will not,
without the written consent of Honeywell, directly or indirectly, engage or be
interested in (without any geographic restrictions or limitations), as owner,
partner, shareholder, employee, director, officer, agent, consultant or
otherwise, directly or indirectly, with or without compensation, any Competing
Business or assist any Competing Business. 


For purposes of this
Agreement, “Competing Business” shall mean each of the entities, and their
subsidiaries and affiliates (including any successors thereto), set forth on
Exhibit B attached hereto and made a part hereof. Nothing herein, however,
shall prohibit Consultant from acquiring or holding not more than one percent
(1%) of any class of publicly traded securities of any such business; provided
that such securities entitle Consultant to no more than one percent (1%) of the
total outstanding votes entitled to be cast by security holders of such
business in matters on which such security holders are entitled to vote. 


In the event any of the
foregoing covenants shall be determined by any court of competent jurisdiction
to be unenforceable by reason of extending for too great a period of time, over
too great a geographical area or by reason of its being too extensive in any
other respect, it shall be interpreted to extend only over the maximum period
of time for which it may be enforceable, over the maximum geographical area as
to which it may be enforceable, and/or to the maximum extent in all other
respects as to which it may be enforceable, all as determined by such court in
such action. The invalidity or unenforceability of any particular provision of
this Paragraph 8 shall not affect the other provisions hereof, which shall
continue in full force and effect. 


Consultant agrees that the
Company’s remedies at law would be inadequate in the event of a breach or
threatened breach of this Paragraph 8; accordingly, the Company shall be
entitled, in addition to its rights at law, to seek an injunction or other
equitable relief without the need to post a bond. 


The terms of this Paragraph
8 are to be read consistent with the terms of any other non-competition agreements
that Consultant has executed with the Company; provided, however, to the extent
there is a conflict between/among such agreements, such agreements shall be
construed as providing the broadest possible protections to the Company, even
if such construction would require provisions of more than one such agreement
to be given effect. 


3





          9.
The terms and conditions of this Agreement and the services to be performed
hereunder, as well as the information and knowledge divulged to Consultant or
developed by Consultant during or in connection with his services hereunder
(including any reports, analyses, working papers, memoranda, notebooks, data,
computer programs and discs or other materials prepared by Consultant in the
course of providing the services which are the subject of this Agreement),
shall be treated by the Consultant as confidential information and shall not be
disclosed to third parties or to the public without prior written approval of
the Company, except to the extent otherwise required by law. 


          10.
Unless Consultant first secures the Company’s written consent, he will at no
time, during or after his engagement by the Company, directly or indirectly,
publish, use, or disclose or authorize, advise, hire, counsel or otherwise procure
any other person or entity, directly or indirectly, to publish, disclose or use
any trade secrets or other confidential information of the Company which
Consultant acquired or became aware of during his employment with the Company
or his engagement hereunder either for Consultant’s own benefit or for the
benefit of any other person, whether or not developed by Consultant, except as
required in the performance of Consultant’s services for the Company. 


          11.
The Company does not desire to acquire any secret or confidential knowledge or
information from Consultant that may have been acquired from others.
Accordingly, Consultant represents and warrants that any and all information,
practices or techniques which he will describe, demonstrate, divulge or in any
other manner make known to the Company during the performance of services
hereunder may be divulged without any obligation to, or violation of, any right
of others. Consultant further represents and warrants that any and all
practices or techniques which he will disclose and materials prepared by him
may be freely used by the Company without violation of any law or payment of
any royalty, except as it shall specifically advise to the contrary in writing.
Consultant shall exonerate, indemnify and hold harmless the Company from and
against any and all liability, loss, cost, expense, damage, claims or demands
for actual or alleged violation of the rights of others in any trade secret,
know how or other confidential information which is based in whole or in part
on the Company’s receipt or use of the services or information provided by the
Consultant. 


          12.
Consultant acknowledges that all records, reports, analyses, working papers,
memoranda, notebooks, computer programs and discs or other materials prepared
by Consultant in the course of performing services which are the subject of
this Agreement and all records and copies of records relating to the Company’s
operations, investigations and business (collectively referred to as
“Proprietary Materials”), made or received by Consultant during the term of
this Agreement are and shall be the Company’s property exclusively, and
Consultant shall surrender the same at the termination of this Agreement, if
not before. Consultant may use Proprietary Materials only with the express
written consent of the Company. 


          13.
Consultant acknowledges that Honeywell has invested significant time and money
to recruit and retain its employees. Therefore, recognizing that in the course
of his employment Consultant has obtained valuable information about Honeywell
employees, their respective talents and areas of expertise, Consultant agrees
that for a period of two (2) years following April 12, 2010, Consultant will
not, directly or indirectly, (i) cause any individual previously employed by
Honeywell to be employed by any person or entity other than Honeywell unless
such individual has not been employed by Honeywell for at least 12 months, (ii)
participate in any manner in the employment of any such individual by any
person or entity other than Honeywell unless such individual has not 


4






been employed
by Honeywell for at least 12 months, or (iii) in any way induce or attempt to
induce such individual to leave the employment of Honeywell. Likewise,
Consultant acknowledges that Honeywell has invested significant time and money
to develop valuable, continuing relationships with existing and prospective
clients and customers. Therefore, recognizing that in the course of his
employment Consultant has obtained valuable information about Honeywell
customers and their requirements, Consultant agrees that, for a period of two
(2) years following April 12, 2010, Consultant will not solicit or attempt to
solicit, directly or indirectly, for his own account or for others, any clients
or customers of Honeywell, or any prospective clients or customers of Honeywell,
for the purpose of inducing such clients or customers to cease doing business
with Honeywell or to purchase, lease or utilize products or services which are
competitive with, are similar to, or which may be used as substitutes for any
products or services offered by Honeywell. 


          14.
Consultant shall exonerate, indemnify and hold harmless the Company, its
directors, officers and employees, from and against any and all liability,
losses, costs, expenses (including attorneys fees), damages, actions, claims or
demands (including those based on the injury to or death of any person or
damage to property), directly or indirectly arising out of, or resulting from,
or relating to any act or omission of Consultant or his employees, officers,
agents or subcontractors related to services performed for the Company
hereunder, but only to the extent such damages, actions, claims or demands
arise from the willful misconduct of Consultant or Consultant’s bad faith. 


          15.
Neither party shall assign any right in or obligation arising under this
Agreement without the other party’s written consent, and any such assignment
shall be void. This Agreement shall be binding on and inure to the benefit of
each party’s heirs, executors, legal representatives, successors and permitted
assigns. 


          16.
This Agreement shall be effective as of the date first set forth above written
and shall terminate on April 12, 2011, subject to the right of either party to
terminate this Agreement for any reason at any time upon not less than 30 days’
prior written notice to the other party. 


Termination of
this Agreement shall not affect Consultant’s obligations under Paragraphs 6, 7,
9, 10, 11, 12, 13, 14 and 15. In the event of early termination by Consultant
other than by reason of death or total and permanent disability, Consultant
shall (i) forfeit any outstanding options, and (ii) repay the compensatory
gains from any option exercises after April 12, 2010. 


          17.
Notices or communications hereunder shall be in writing, addressed as follows: 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If to the
 Company:

 	
  

 	
 Honeywell
 International Inc.

 
	
  

 	
  

 	
  

 	
  

 	
 101 Columbia
 Road

 
	
  

 	
  

 	
  

 	
  

 	
 Morristown,
 New Jersey 07962

 
	
  

 	
  

 	
  

 	
  

 	
 Attn:
 Katherine L. Adams

 
	
  

 	
  

 	
  

 	
  

 	
 Senior Vice
 President and General Counsel

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If to
 Consultant:

 	
  

 	
 Larry E.
 Kittelberger

 
	
  

 	
  

 	
  

 	
  

 	
 [address]

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 


5





Any such
notice shall be deemed to be given as of the date it is personally delivered,
the next business day after the date faxed (upon confirmation of receipt of
transmission), or five days after the date mailed in the manner specified. 


                    (b)
This Agreement shall be governed by and construed and interpreted in accordance
with the laws of the State of New Jersey, disregarding any conflict-of-laws
rules that may direct the application of the laws of another jurisdiction. 


                    (c)
This Agreement contains the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof, and merges and supersedes all
prior agreements, discussions and writings with respect thereto. No
modification or alteration of this Agreement shall be effective unless made in
writing and signed by both Consultant and the Company. 


          18.
Consultant has received a copy of the Company’s Code of Business Conduct (the
“Code”). Consultant certifies that it has reviewed and understands the Code and
will fully comply with its terms and take all necessary steps to assist the
Company in complying with it. If the services provided hereunder are related to
a U.S. Department of Defense contract, Consultant shall represent that he has
been made aware of the Company’s commitment to the Defense Industry Initiative
for Federal Procurement Related Services. 


          19.
Without prejudice to the rights and remedies otherwise available to the Company
hereunder, the Company shall be entitled to equitable relief by way of
injunction or otherwise if Consultant breaches or threatens to breach any of
the provisions of this Agreement. In addition, and not by way of limitation, in
the event Consultant materially breaches the terms of this Agreement,
Consultant shall (i) forfeit any outstanding options, and (ii) repay the
compensatory gains from any option exercises after April 12, 2010. 


          20.
In the event any provision of this Agreement shall not be enforceable, the
remainder of this Agreement shall remain in full force and effect. 


          21.
The waiver by Company of any nonperformance or breach by Consultant of any
provisions of this Agreement must be in writing and shall not be construed as
waiving any such provision in the future. No delay or failure by Company in
enforcing or exercising any right hereunder and no partial or single exercise
thereof, shall be deemed of itself to constitute a waiver of such right or any
other rights hereunder. 


          22.
This Agreement contains the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof, and merges and
supersedes all prior discussions and writings with respect thereto. No
modification or alteration of this Agreement shall be effective unless made in
writing and signed by both parties hereto. 


6





          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
first day above written. 


Consultant’s
Taxpayer No.


	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Larry E.
 Kittelberger

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
 LARRY E. KITTELBERGER

 
	
  

 	
  

 	
  

 
	
  

 	
 HONEYWELL INTERNATIONAL INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Mark
 James

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 MARK JAMES

 
	
  

 	
  

 	
 Senior Vice
 President

 
	
  

 	
  

 	
 Human
 Resources and Communications

 


7





EXHIBIT A


CONSULTING AGREEMENT BETWEEN

HONEYWELL INTERNATIONAL INC.

AND

LARRY E. KITTELBERGER


Consultant Statement
of Work


Consultant
agrees to make himself available to consult with the Chief Executive Officer of
the Company, or his designees, at his/their discretion, for up to seventy-five
(75) hours during the term of this Agreement. 


8





EXHIBIT B


COMPETING BUSINESSES


3M
Airbus
Boeing

Borg-Warner

Bosch

Danaher

DuPont

Emerson

General Electric

Goodrich

ITT

Johnson Controls

Lockheed Martin

Northrop Grumman

Raytheon

Rockwell Collins

Textron

Thales

Tyco

United Technologies


9