Exhibit 10.38 


	
  

 
	
 Honeywell 

 
	
 

 







PRIVATE AND CONFIDENTIAL  


September 3, 2009


Mr. Timothy Mahoney 
16065 S 18th Way

Phoenix,
AZ 85048


Dear Tim:


I am pleased to
confirm your promotion to President and CEO, Honeywell Aerospace (Band 7), located in
Phoenix, Arizona and reporting to David Cote, Chairman and CEO of Honeywell. The effective date of your
promotion is September 3, 2009 (“Effective Date”), subject to the terms and conditions of this letter agreement (“Letter”).
The terms of this Letter supersede any
prior understandings, whether oral or written, incident to your employment
with Honeywell.


COMPENSATION 


In connection
with your new role, Honeywell management has proposed the following compensation
package, which has already been reviewed with the Chairman of the Management
Development and Compensation Committee of Honeywell’s Board of Directors (“MDCC”),
but remains subject to final approval by the full MDCC at their September 25, 2009 meeting:


Base
Salary: As of the Effective Date, your annual base salary will be
increased to $660,000. Base salary reviews are conducted during the first quarter of
each year and adjustments
are based on your performance and other relevant factors.


Annual
Incentive Compensation: As of the Effective Date, your target incentive compensation opportunity
will be 80% of your annual cash base salary earnings during the year. Incentive
compensation awards are paid in the first quarter of the following year (i.e., first quarter of 2010
for 2009 services). For calendar year 2009, your incentive compensation award
will be determined using a target incentive opportunity of 60% for the portion of the year
prior to the Effective Date and using a target incentive opportunity of 80% for the portion of the year after the
Effective Date.


Long-Term
Incentive Awards: You will be eligible for annual long-term
incentive awards consisting of stock options, restricted stock units, or cash awards, or
some combination thereof, as determined by the Company in its discretion. The actual grant
sizes will be determined by your performance and future career potential with
Honeywell. The terms of all long-term incentive awards are governed by the terms
of the underlying stock plans and the relevant award agreements.





OTHER EXECUTIVE BENEFITS 


You will also be entitled to the following
Executive Benefits:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Vacation: You will be eligible for 4 weeks of vacation.

 
	
  

 	
 •

 	
 Excess Liability Insurance: Honeywell will pay
 the annual premium for an Excess Liability Insurance policy that provides $10,000,000 of coverage
 per occurrence.

 
	
  

 	
 •

 	
 Executive Severance: You shall be covered by the Honeywell
 International Inc. Severance Plan for Senior Executives (the “Severance
 Plan”). In the event of your involuntary termination from the Company, your
 sole remedy for termination related pay shall be the Severance Plan, and you hereby acknowledge that
 you shall have no right to any other
 termination related pay, whether under this Letter, any other Company plan or agreement, or any statute or
 common law. By executing this Letter,
 you acknowledge the sufficiency of the benefits for termination pay under the
 Severance Plan.

 


STOCK OWNERSHIP GUIDELINES FOR HONEYWELL OFFICERS 


As an Officer of the Corporation, you will be
required to hold four-times your annual base salary
in Honeywell shares in accordance with the Corporation’s Stock Ownership Guidelines. The following table provides an
overview of the Stock Ownership Guidelines. A copy of the Stock Ownership Guidelines policy document will be
separately provided to you.


	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Honeywell Shares 

 Counted for 

 Ownership Purposes:

 	
 •

 	
 Unvested restricted stock units (RSUs)

 
	
 •

 	
 Deferred restricted stock units

 
	
 •

 	
 Shares in tax qualified and non-qualified
 savings plans

 
	
  

 	
 •

 	
 Private holdings

 
	

 


 	

 


 	

 


 
	
 Ownership Threshold:

 	
 •

 	
 4X base salary

 
	

 


 	

 


 	

 


 
	
 Retention 

 Requirements:

 	
 •

 	
 Indefinite holding requirement until
 ownership threshold is met for net gain shares from RSU vesting,
 payment of deferred RSUs and all stock option exercises

 
	
 •

 	
 One year for net gain shares from RSU
 vesting and all stock option exercises (Note: payment of deferred RSUs are
 exempt from the one year minimum hold requirement)

 
	

 


 	

 


 	

 


 
	
 Time Limit:

 	
 •

 	
 No time requirement to meet ownership
 threshold

 
	
  

 	
 •

 	
 Must meet threshold in order to sell stock

 
	
  

 	
 •

 	
 RSUs granted prior to 2/7/03 are not
 subject to retention requirements

 
	

 


 	

 


 	

 


 
	
 Age/Service Limit:

 	
 •

 	
 Suspended at age 60 with 10 years of
 service

 
	

 


 	

 


 	

 


 


ACCEPTANCE OF OFFER 


As a condition of this employment offer, you
are required to execute, in the form attached hereto,
Honeywell’s “Employee Agreement Relating to Trade Secrets, Proprietary and Confidential Information” and the related
“Employee Non-Competition Agreement.”


Honeywell has a
long and distinguished history. But, more importantly, we are a company with 


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a terrific future
and a great place to work. Our performance culture drives growth for us and
competitive advantage for our customers. We hire the best people; give them
every possible opportunity to learn, grow, and develop; and
reward them for their contributions. We offer career paths that span product lines, job types, businesses,
and countries.


Tim, we are
excited to be extending this offer to you and look forward to working with you
in your expanded role. Your experience and background is an asset to our
Company.


Finally, please
print and sign this Agreement, the Employee Agreement Relating to Trade Secrets, Proprietary
and Confidential Information and the Employee Non-Competition Agreement and return them to me at the
address shown below.


If you have any
questions or need any further information about our offer, please contact me directly.


Congratulations,


	
  

 	
  

 
	
 /s/ Mark James

 	
  

 
	

 


 	
  

 



Mark James

Senior Vice President—Human Resources and
Communications 

Honeywell International Inc.


P.O. Box 2245

101 Columbia Road

Morristown, New Jersey 07962-2245


Read and Accepted:


	
  

 	
  

 	
  

 	
  

 
	
 /s/ Timothy Mahoney

 	
  

 	
 10/6/09

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 Timothy Mahoney

 	
 Date

 	
  

 


cc: Dave Cote


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HONEYWELL
INTERNATIONAL INC.
Employee
Agreement Relating to Trade Secrets,

Proprietary and Confidential Information 


In consideration
of my employment, continued employment, compensation and the equipment,
materials, facilities and Honeywell’s “Trade Secrets, Proprietary and
Confidential Information”
(as hereinafter defined) supplied to me, I understand and agree that:


	
  

 	
  

 
	
 1. 

 	
 Records of Inventions. I will keep
 complete and current written records of all Inventions I Make during the period of time I
 am employed by Honeywell and promptly disclose all such Inventions in writing to
 Honeywell for the purpose of adequately determining Honeywell’s rights in each such
 Invention. I will supplement any
 such disclosures to the extent Honeywell may request that I do so. If I have
 any doubt as to whether or not to disclose an Invention to Honeywell, I will
 disclose it.

 
	
  

 	
  

 
	
 2. 

 	
 Disclosure
 of Inventions after Termination. I will promptly and completely disclose in writing to Honeywell’s Law Department
 all Inventions which I Make during the one year immediately following
 the end of my employment by Honeywell which
 relate either to my work assignment at Honeywell or to Honeywell’s Trade Secrets, Proprietary and Confidential
 Information for the purpose of determining Honeywell’s rights in each such Invention. I will not file any patent
 application relating to any such
 Invention without the prior written consent of Honeywell’s Law Department. If I do not prove that I Made the
 Invention entirely after leaving Honeywell’s employment, the Invention
 is presumed to have been Made during the period
 of time I was employed by Honeywell. I acknowledge that the conditions of this paragraph are no greater than is necessary
 for protecting Honeywell’s interests in Honeywell’s Trade Secrets, Proprietary and Confidential Information
 and in Inventions to which it is rightfully entitled.

 
	
  

 	
  

 
	
 3. 

 	
 Ownership
 of Inventions. Each
 and every Invention I Make during the period of time I am employed by Honeywell (a) which relates directly to the
 business of Honeywell or to
 Honeywell’s actual or demonstrably anticipated research or development,
 or (b) which results from any work I perform for Honeywell is the sole and exclusive property of Honeywell, and I agree
 to assign and hereby assign my entire right, title and interest in
 each such Invention to Honeywell. Each Invention I Make during the period of time I am employed by
 Honeywell for which no equipment, supplies,
 facilities or Honeywell Trade Secrets, Proprietary or Confidential Information was used and which was developed
 entirely on my own time is my property,
 unless (a) the Invention relates directly to the business of Honeywell or to Honeywell’s actual or demonstrably anticipated
 research or development, or (b) the Invention
 results from any work performed by me for Honeywell. If I assert any property
 right in an Invention I Make during the period of time I am employed by Honeywell, I will promptly notify Honeywell’s
 Law Department in writing.

 
	
  

 	
  

 
	
 4. 

 	
 Cooperation with Honeywell. I will assist and
 fully cooperate with Honeywell in obtaining, maintaining, and asserting the fullest measure of legal
 protection, which 

 


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 Honeywell
 elects to obtain, maintain or assert for Inventions in which it has a
 property right. I will also assist and fully cooperate with
 Honeywell in defending Honeywell against claims of violation of the intellectual property rights of
 others. I will be paid my reasonable expenses in
 assisting, and cooperating with, Honeywell. I will execute any
 lawful document Honeywell requests me to execute relating to obtaining, maintaining,
 or asserting legal protection for any said Invention or in defending against
 claims of the violation of the intellectual property rights of others
 (including, but no limited to, executing applications,
 assignments, oaths, declarations, and affidavits) and I will make myself
 available for interviews, depositions and testimony. In the
 event that Honeywell is unable, after reasonable effort, to secure my
 signature on any document or documents needed to apply for or
 prosecute any patent, copyright, or other right or protection relating to an
 Invention, for any other reason whatsoever, I hereby irrevocably designate
 and appoint Honeywell and its duly authorized officers and agents as
 my agent and attorney-in-fact, to act for and on my behalf
 to execute and file any such application or applications, and to do all other
 lawfully permitted acts to further the prosecution and issuance of
 patents, copyrights, or similar protections thereon with the same legal
 force and effect as if executed by me.
 





	
  

 	
  

 	
  

 
	
 5. 

 	
 Pre-employment Inventions.  On
 Schedule A, which is an integral part of this agreement, I have completely identified
 (without disclosing any trade secret, proprietary or other confidential
 information) every Invention I Made before my employment by Honeywell in which I
 have an ownership interest and which is not the subject
 matter of an issued patent or a printed publication at the time I sign this agreement.
 If I become aware of any projected or actual use of any such Invention by Honeywell,
 I will promptly notify Honeywell in writing of said use. Except as to the Inventions
 listed on Schedule A or those which are the subject matter of an issued patent
 or a printed publication at the time I sign this agreement, I will not assert
 any rights against Honeywell with respect to any Invention Made before my
 employment by Honeywell.

 
	
  

 	
  

 	
  

 
	
 6. 

 	
 Honeywell’s Trade Secrets, Proprietary and
 Confidential Information.  I will never,
 directly or indirectly, use Honeywell’s Trade Secrets, Proprietary and Confidential
 Information except in furthering Honeywell’s business nor will I disclose or
 disseminate Honeywell’s Trade Secrets, Proprietary and Confidential
 Information to anyone who is not an officer, director, employee,
 attorney or authorized agent of Honeywell without the prior
 written consent of Honeywell’s Law Department unless the specific item of
 Honeywell’s Trade Secrets, Proprietary and Confidential Information: (a) is now in, or hereafter,
 (through no breach of this agreement) becomes general public knowledge, or (b) prior to my disclosure,
 dissemination or use, was lawfully
 acquired by me without any obligation to retain the information in confidence. In this connection, I will not
 publish any of Honeywell’s Trade Secrets, Proprietary and Confidential Information for dissemination outside
 Honeywell or file any patent
 application relating to any Invention I Make during the period of time I am employed by Honeywell without the prior written
 approval of Honeywell’s Law Department.
 I will execute any agreement relating to the protection of Honeywell’s Trade Secrets, Proprietary and Confidential
 Information or such information of any third party whose intellectual
 property Honeywell is under a legal obligation to protect if Honeywell requests that I do so. I will not
 engage without the prior 

 


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 written consent of Honeywell’s Law Department,
 either during the period of time I am employed by Honeywell
 or for a period of two years after that employment, in any activity or employment
 in the faithful performance of which it could be reasonably anticipated that I would use
 or disclose Honeywell’s Trade Secrets, Proprietary and Confidential Information. All
 documents and tangible things embodying or containing Honeywell’s Trade
 Secrets, Proprietary and Confidential Information are Honeywell’s exclusive property.
 I have access to them solely for performing the duties of my employment by
 Honeywell. I will protect the confidentiality of their content and comply with all
 security policies and procedures, which may, from time to time, be established by
 Honeywell. I will return all of them and all copies, facsimiles and specimens of them and
 any other tangible forms of Honeywell’s Trade Secrets, Proprietary and
 Confidential Information in my possession, custody or control to Honeywell before leaving the employment
 of Honeywell.

 
	
  

 	
  

 	
  

 
	
  

 	
 I
 understand that I have the right to use or practice any skill or expertise
 generally associated with my employment but not special or unique
 to Honeywell, but that I do not have the right to use, practice or disclose
 Honeywell’s Trade Secrets, Proprietary and Confidential Information for my own benefit or for the benefit
 of any third party.

 
	
  

 	
  

 	
  

 
	
 7. 

 	
 Trade Secrets, Proprietary or Confidential
 Information from Previous  Employment. I certify that I
 have not, and will not, disclose or use during my employment by
 Honeywell, any trade secrets, proprietary or confidential information which I acquired as
 a result of any previous employment or under a contractual obligation of
 confidentiality before my employment by Honeywell. I understand that Honeywell has no
 interest in and will not accept disclosure by me of any trade secrets, proprietary or
 confidential information, which belongs to a third party. If I am ever placed in a
 position where I will be required or am given an assignment that will require me to use,
 directly or indirectly, any trade secrets, proprietary or confidential information of any
 person, previous employer or any third party, I will promptly inform Honeywell’s
 Law Department and my supervisor before I undertake any activity that
 would involve the use or disclosure of such information or present the appearance to any such third party that
 I have used or disclosed such information. If I fail to do so, Honeywell may elect not to indemnify me in the event of
 litigation and may take such other actions, as it deems appropriate, up to
 and including termination of my employment.

 
	
  

 	
  

 	
  

 
	
 8. 

 	
 Prior Restrictive Obligation. On Schedule B,
 which is an integral part of this agreement, I have completely identified all
 prior obligations (written and oral), which restrict my ability to perform the duties of
 my employment by Honeywell, including all confidentiality agreements and covenants
 restricting future employment.

 
	
  

 	
  

 	
  

 
	
 9. 

 	
 Non-Solicitation of Honeywell Employees. I acknowledge
 that Honeywell has invested and will invest significant time and money to
 recruit and retain its employees. Therefore, recognizing that in the course
 of my employment I have obtained valuable information about Honeywell employees, their
 respective talents and areas of expertise, I agree that for a period of two (2)
 years following my termination of employment from Honeywell for any reason, I
 will not directly or indirectly, cause any individual previously 

 


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 employed
 by Honeywell to be employed by, or participate in any manner in the
 employment of any such individual by, any person or entity other than
 Honeywell unless such individual had not been employed by Honeywell for at
 least 12 months or in any way induce or attempt to induce such individual to
 leave the employment of Honeywell.

 
	
  

 	
  

 	
  

 
	
 10. 

 	
 Non-Solicitation of Honeywell Customers.  I
 acknowledge that Honeywell has invested and will continue to invest significant time
 and money to develop valuable, continuing relationships with existing and prospective
 clients and customers of Honeywell. Therefore, recognizing that in the course
 of my employment I have obtained valuable information about Honeywell customers
 and their requirements, I agree that, for a period of two (2) years following my
 termination of employment from Honeywell for any reason, I will not solicit or attempt
 to solicit, directly or indirectly, for my own account or for others,
 any existing clients or customers of Honeywell with whom I
 had contact or of whom I became aware while employed by Honeywell during
 the two year period prior to my termination, or any prospective clients or customers
 of Honeywell with whom I had contact and with whom the company took
 significant steps to do business during the two year period prior to my
 termination, 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.

 
	
  

 	
  

 	
  

 
	
 11. 

 	
 Notice to Future Employers.  For
 the period of two years immediately following the end of
 my employment by 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.

 
	
  

 	
  

 	
  

 
	
 12. 

 	
 Copyright.  As to
 all works prepared by me which are: (i) within the scope of my employment,
 or (ii) based upon information I acquired from Honeywell which is not normally
 made available to the public; or (iii) commissioned by Honeywell, but not within
 my scope of employment, I hereby agree to:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Submit to Honeywell’s Law Department and to my supervisor for
 approval for publication or oral dissemination;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Assign all right, title and interest in and to the copyright in all
 such works to Honeywell; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Waive any claim of moral rights, author’s rights, droit moral, or any
 equivalent rights to the extent necessary or permitted by law.

 
	
  

 	
  

 	
  

 
	
  

 	
 I hereby release and allow Honeywell to use, for any lawful purpose,
 any voice reproduction, photograph, or other video likeness of me
 made in the course of my employment.

 
	
  

 	
  

 	
  

 
	
 13. 

 	
 Acknowledgement of Receipt.  I
 acknowledge that I have received a copy of this agreement
 

 


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 prior to accepting employment or continued employment with Honeywell and
 that execution of this agreement was an express condition of my employment or
 continued employment.

 
	
  

 	
  

 	
  

 
	
 14. 

 	
 Effectiveness of Agreement.  This
 agreement becomes effective when I sign it, my obligations under it continue
 throughout the entire period of time I am employed by Honeywell, without
 regard to the business organization within Honeywell with which I am
 associated and these obligations will continue after, and survive, the end of
 my employment by Honeywell. This agreement replaces previous agreements
 relating to the subject matter of this agreement and shall be
 deemed effective as of the first day of my employment by Honeywell just
 as though I had executed this agreement on that first
 day except that such replacement shall not affect rights and obligations of
 me or Honeywell arising out of any such prior agreement,
 which rights and obligations shall continue to be in effect.

 
	
  

 	
  

 	
  

 
	
 15. 

 	
 Identity of Future Employer. Upon
 termination of my employment for any reason, if reasonably requested by
 Honeywell, I shall advise Honeywell of the name and address
 of my intended future employer.

 
	
  

 	
  

 	
  

 
	
 16. 

 	
 Remedies. I acknowledge that a remedy at law
 for any breach or threatened breach of the provisions of this Agreement would
 be inadequate and therefore agree that Honeywell shall be entitled to
 injunctive relief in case of any such breach or threatened breach.
 In the event that a court determines that I have breached or threatened to breach
 this agreement, I agree to reimburse Honeywell for all attorneys’ fees and
 costs incurred in enforcing the terms of the agreement.
 However, nothing contained herein shall be construed as prohibiting
 Honeywell from pursuing any other remedies available for any such breach or
 threatened breach against me or my then-current employer which may also
 include but not be limited to contract damages, lost profits and
 punitive damages.

 
	
  

 	
  

 	
  

 
	
 17. 

 	
 Successors; Binding Agreement. This
 agreement binds my heirs, executors, administrators, legal
 representatives and assigns and inures to the benefit of Honeywell and
 its successors and assigns. Only a written amendment executed by both Honeywell
 and me can modify this agreement.

 
	
  

 	
  

 	
  

 
	
 18. 

 	
 Governing Law. 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.

 
	
  

 	
  

 	
  

 
	
 19. 

 	
 Validity. It is the desire and intent of the
 parties hereto that the provisions of this agreement shall be enforced to the
 fullest extent legally-permissible. Accordingly, if any
 particular provision(s) of this agreement shall be adjudicated to be invalid
 or unenforceable, the court may modify or sever such provision(s), such
 modification or deletion to apply only with respect to the operation of
 such provision(s) in the particular jurisdiction in which such adjudication is
 made. In addition, if any one or more of the provisions contained in
 this agreement shall for any reason be held to be excessively
 broad as to duration, geographical scope, activity or subject, it shall be construed
 by limiting and reducing it, so as to be enforceable to the extent compatible
 with the applicable law as it shall then appear. The remaining
 provisions of this agreement shall remain in full force and effect. 

 


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 20. 

 	
 Definitions 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 “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 stock, merger or otherwise;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 “Trade Secrets, Proprietary and Confidential Information” means
 information which is not generally known in the industry in which Honeywell is
 engaged, which may be disclosed to me or which I may learn, observe, discover or
 otherwise
 acquire during, or as a result of, my employment by Honeywell and which includes,
 without limitation, any information, whether patentable, patented or not,
 relating to any existing or contemplated products, inventions, services, technology,
 concepts, designs, patterns, processes, compounds, formulae, programs, devices,
 tools, compilations of information, methods, techniques, and including
 information relating to any research, development, manufacture, purchasing,
 engineering, know-how, business plans, sales or market methods, methods of doing business, customer
 lists, customer usages or requirements, or supplier
 information, which is owned or licensed by Honeywell or held by Honeywell
 in confidence.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 “Invention”
 includes not only inventions (whether or not patentable), but also innovations, improvements, discoveries,
 ideas and all other forms of intellectual property
 (including, but not limited to, copyright works and mask works) — whether or not any of the foregoing constitutes
 trade secret or other confidential information; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 “Make”
 or “Made” when used in relation to Invention includes any one or any combination of
 (i) conception, (ii) reduction to practice or (iii) development of an Invention and is without regard to
 whether I am a sole or joint inventor.

 
	
  

 	
  

 	
  

 
	
 21. 

 	
 Headings Descriptive. The headings of the
 several paragraphs of this Agreement are inserted for convenience only and
 shall not in any way affect the meaning or construction of this Agreement.

 





	
  

 	
  

 	
  

 
	
 Timothy
 Mahoney

 	
 10/06/09

 	
 /s/ Timothy
 Mahoney

 
	

 


 	

 


 	

 


 
	
  

 
	
 Timothy
 Mahoney

 	
 Date

 	
 Employee
 Signature

 


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SCHEDULE A


INVENTIONS I MADE
BEFORE THE TERM OF MY EMPLOYMENT BY HONEYWELL IN WHICH I
HAVE AN OWNERSHIP INTEREST WHICH ARE NOT THE SUBJECT MATTER OF ISSUED PATENTS OR
PRINTED PUBLICATIONS:


          (If
there are none, please enter the word “NONE”)


NOTE: Please
describe each such Invention without disclosing trade secrets, proprietary or confidential information.


	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 



[Attach additional sheets if more space is needed.]








SCHEDULE B 


RESTRICTIVE
WRITTEN AND ORAL OBLIGATIONS:


          (If
there are none, please enter the word “NONE”)


NOTE: Please give
date of, and parties to, obligations and the nature and substance of the restriction.


	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 



[Attach additional sheets if more space is needed.]






HONEYWELL INTERNATIONAL INC.

Employee Non-Competition Agreement


In consideration
of my employment, continued employment, compensation and post- termination
benefits, I agree that for a period of one (1) year following my termination of
employment with Honeywell for any reason, I 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 any business engaged in the
research, development, manufacture or sales of products or systems serving
Aerospace Commercial, Defense, or Space, original equipment
manufacturers or suppliers, the Aerospace aftermarket or Aerospace services. Without
limiting the foregoing in any way, and to avoid doubt, Competing Business shall
specifically include each of the following entities, brand
owners (or their respective licensees) and their subsidiaries and affiliates
(including any successors thereto): Rockwell Collins, Inc., GE Co.,
Pratt Whitney/Sundstrand United Technologies Corp UTC, Rolls-Royce PLC, The Boeing
Company, Airbus Operations S.A.S., General Dynamics Corp; General Dynamics Land
Systems, Inc., Lockheed Martin Corp; Lockheed Martin Aeronautics Co,. Northrop Grumman
Corp, Lufthansa Technik AG, BBA Aviation PLC, Garmin Ltd., Dubai Aerospace Enterprise
DAE, Thales Group, Raytheon Company and Williams International Co., LLC.
Nothing herein, however, shall prohibit me 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 me 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.


I agree that the
Company’s remedies at law would be inadequate in the event of a breach or threatened
breach of this Non-Competition Agreement; 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.


This Agreement
should be read in concert with the Honeywell International Inc. Employee Agreement
Relating to Trade Secrets, Proprietary and Confidential Information and is not meant to
conflict with or supersede that Agreement.


I acknowledge
that I have read this Agreement. I understand that to the extent applicable, it
remains in effect following the termination of my
employment. This Agreement may be amended only by a written agreement
signed by both parties.


	
  

 	
  

 
	
 /s/ Timothy
 Mahoney

 	
 10/6/09

 
	

 


 	

 


 
	
 Timothy
 Mahoney

 	
 Date

 


     This Agreement was signed in
consideration of my employment, continued employment, compensation and post-termination benefits, as well as other good
and valuable consideration.