Exhibit 10.39


HONEYWELL INTERNATIONAL INC.

NONCOMPETE AGREEMENT FOR SENIOR 

EXECUTIVES


In
consideration of benefits more fully described in the Stock Option Award
Agreement [and Restricted Unit Agreement] provided to me in [YEAR] under the
[PLAN NAME] (“Annual Equity Grant”), my employment, continued employment,
compensation and the equipment, materials, facilities and the Trade Secrets,
Proprietary and Confidential Information supplied to me, I agree to the
following:


1. Noncompetition. I acknowledge that in the course of my employment with or
provision of services to Honeywell, I have and will become familiar with Trade
Secrets, Proprietary and Confidential Information concerning Honeywell, its
businesses and employees, including but not limited to, Honeywell’s business
methods, business systems, strategic plans, plans for acquisition or
disposition of products, expansion plans, financial status and plans, financial
data, customer lists and data, and personnel information. I understand and
agree that as part of my continued employment with Honeywell, I will continue
to have access to and receive Trade Secrets, Proprietary and Confidential
Information concerning Honeywell. I further acknowledge that Honeywell operates
in a very competitive business environment and my services are and will be of
special, unique and extraordinary value to Honeywell. I further acknowledge
that I have been given and will continue to be given access to, and develop
relationships with, customers of the Company at the time and expense of the
Company and have and will continue to receive training, experience and
expertise from Honeywell that make my services of special, unique and
extraordinary value to Honeywell. I further acknowledge and agree that I will
not, directly or indirectly, at any time during or after my employment with
Honeywell, except in the course of performing my duties at Honeywell, disclose,
disseminate, make available or use Honeywell’s Trade Secrets, Proprietary and
Confidential Information. 


          I
agree that, during my employment and for a period of [NUMBER] year(s) following
my Termination of Employment with Honeywell for any reason, I will not become
employed by, perform services for, or otherwise become associated with (as an
employee, officer, director, principal, agent, manager, partner, co-partner or
consultant or any other individual or representative role) a Competing Business
(as defined below). This restriction shall apply to any Competing Business that
conducts business in the same or substantially similar geographic area in which
any Honeywell business, for which I was employed or performed services in a job
covered by this Program during the Look Back Period, conducts business or plans
to conduct business as of my Termination of Employment. I acknowledge (i) that
Honeywell’s business is conducted throughout the United States and around the
world, (ii) notwithstanding the state of incorporation or principal office of
Honeywell, it is expected that Honeywell will have business activities and have
valuable business relationships within its industry throughout the United
States and around the world, and (iii) as part of my responsibilities, I may be
conducting business throughout the United States and around the world in
furtherance of Honeywell’s business and its relationships. 


          A
“Competing Business” shall mean any business, person, entity or group of
business entities, regardless of whether organized as a corporation,
partnership (general or limited), joint 





venture,
association or other organization, that (i) conducts or is planning to conduct
a business similar to and/or in competition with any business conducted or
planned by any Honeywell business for which I (A) was employed or performed
services in a job covered by this Program, or (B) had knowledge of operations
over the Look Back Period, or (ii) designs, develops, produces, offers for sale
or sells a product or service that can be used as a substitute for, or is
generally intended to satisfy the same customer needs for, any one or more
products or services designed, developed, manufactured, produced or offered for
sale or sold by any Honeywell business for which I (X) was employed or
performed services in a job covered by this Program, or (Y) had knowledge of
operations during the Look Back Period. I acknowledge that I will be deemed to
have knowledge of a business if I received, was in possession of or otherwise
had access to Trade Secrets, Proprietary and Confidential Information regarding
such business. For purposes of illustration only, I acknowledge and understand
that each of the corporations or entities (and any related entities,
subsidiaries, affiliates or successors) set forth on the Addendum attached
hereto is a Competing Business as of the date hereof. I further acknowledge and
agree that the Addendum attached hereto is not an exhaustive list and is not
intended to include all of Honeywell’s current or future competitors, which I
acknowledge may include other persons or entities in the future. I further
acknowledge and understand that if I have any questions about whether any prior
Honeywell position which I have held over the last two years is subject to this
Program and shall be used to identify Competing Businesses, I should contact my
Human Resource representative. 


          Honeywell
recognizes that some businesses, persons, entities, or group of businesses that
are Competing Businesses as defined above may also have lines of business or
parts of their business that do not compete with Honeywell as defined above,
and the restrictions contained herein are not intended to include such lines of
business or parts of their businesses. I understand and agree that if I intend
to become employed by, perform services for, or otherwise become associated
with (as an employee, officer, director, principal, agent, manager, partner,
co-partner or consultant or any other individual or representative role) a
Competing Business as defined above, it is presumed that the restriction
contained herein applies. I further understand and agree that if I do not
believe the restriction contained herein should apply, I must demonstrate to
Honeywell that I will only be employed by, perform services for, or otherwise
become associated with (as an employee, officer, director, principal, agent,
manager, partner, co-partner or consultant or any other individual or
representative role) a line of business in, or part of, a Competing Business
that does not compete with Honeywell as defined above.


2. Reasonableness of Restrictions and Validity. I agree that the terms of this
Agreement are reasonable and do not impose a greater restraint than necessary
to protect Honeywell’s legitimate protectable business interests, including the
protection of its Trade Secrets, Proprietary and Confidential Information. 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 overbroad, 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. I
also agree that the parties shall request that a court of competent
jurisdiction not invalidate or ignore the terms of this Agreement, but instead
honor this provision by reforming 






or modifying any overbroad or otherwise invalid terms to the extent
necessary to render the terms valid and enforceable and then enforcing the
Agreement as so reformed or modified. 


3. 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. I acknowledge and agree Honeywell may apply
to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive relief (without posting a bond or other security)
in order to enforce or prevent any violation of the provisions of this
Agreement, and that money damages would not be an adequate remedy for any
breach of the provisions of this Agreement.
I acknowledge and agree that a violation of this Agreement would cause
irreparable harm to Honeywell, and I covenant that I will not assert in any
proceeding that a violation or further violation of this Agreement: (i) will not result in irreparable harm to
Honeywell; or (ii) could be remedied adequately at law. Honeywell’s right to injunctive relief shall
be cumulative and in addition to any other remedies available at law or
equity. 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 this 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 new employer, which may also
include, but not be limited to, contract damages, lost profits and punitive
damages. 


4. Harm and Injunctive Relief. I agree and
acknowledge that the restrictions contained in this Agreement do not preclude
me from earning a livelihood, nor do they unreasonably impose limitations on my
ability to earn a living. I further
agree and acknowledge that the potential harm to Honeywell of the
non-enforcement of this Agreement outweighs any potential harm to me from its
enforcement by injunction or otherwise.
I acknowledge that I have carefully read this Agreement and have given
careful consideration to the restraints imposed upon me by this Agreement, and
am in full accord as to their necessity for the reasonable and proper
protection of Honeywell’s legitimate protectable business interests, including
the protection of its Trade Secrets, Proprietary and Confidential
Information. I agree and acknowledge
that I have been provided adequate and reasonable consideration in exchange for
the obligations under this Agreement, including employment or continued
employment by Honeywell, goodwill, access or continued access to Honeywell’s
Trade Secrets, Proprietary and Confidential Information, access or continued
access to customers, and additional good and valuable consideration, including
the Annual Equity Grant. I expressly acknowledge and agree
that each and every restraint imposed by this Agreement is reasonable with
respect to subject matter, duration and geographical scope. 


5. Binding Agreement, Amendment, Successors. I acknowledge that the provisions of this
Agreement are in addition to, and in no way intended to limit, restrict or
narrow any prior or existing employment or other agreement with Honeywell. This Agreement does not replace or supersede
any prior or existing employment or other agreement with Honeywell, but rather,
shall be read in conjunction with such prior or existing agreements and shall
be interpreted in a manner to provide Honeywell the maximum protection provided
by all agreements I have with Honeywell.
The terms of the restriction in Paragraph 1 and the other terms in this
Agreement are to be read consistent with the terms of any other noncompete or
other agreements that I have executed with Honeywell; 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 Honeywell, even
if such construction would require provisions of more than one such agreement
to be given 





effect. No waiver of this
Agreement will be effective unless it is in writing and signed by Honeywell’s
Senior Vice President for Human Resources and Communications or his/her
designee. This Agreement may not be
superseded or amended by any other agreement between myself and Honeywell
unless such agreement specifically and expressly states that it is intended to
supersede this Agreement and is executed by Honeywell’s Senior Vice President
for Human Resources and Communications or his/her designee. This Agreement binds my heirs, executors,
administrators, legal representatives and assigns and inures to the benefit of
Honeywell and its successors and assigns. 


6. Acknowledgement of Receipt. I acknowledge that I received a copy of this
Agreement prior to accepting the Annual Equity Grant and that execution of this
Agreement was an express condition of my being provided and keeping the awards
and benefits contained within the Annual Equity Grant. 


7. Effectiveness of Agreement. This Agreement becomes effective when I sign
it, the obligations under it continue throughout the entire period of time I am
employed by Honeywell, without regard to the business within Honeywell with
which I am associated and these obligations will continue after, and survive,
the end of my employment with Honeywell.
The executed copy of this Agreement should be returned by mailing or
emailing a signed copy of the Agreement to [ADDRESS]. 


8. Notice to Future Employers. For the period of [NUMBER] year(s)
immediately following the end of my employment with 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. 


9. Governing Law and Venue. 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. I hereby consent to
the exclusive jurisdiction and venue in the federal and state courts of the
State of New Jersey, Morris County, for the resolution of all disputes arising
under, or relating to, this Agreement. 


10. Additional Definitions. 


          “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 assets, stock, merger or otherwise. 


          “Look Back
Period” means the two (2) year period ending on the date of my Termination of
Employment. 


          “Program”
refers to the noncompete initiative implemented by Honeywell requiring that
employees occupying certain jobs in Salary Bands 5 - 7 execute this Noncompete
Agreement as full or partial consideration of their Annual Equity Grant. 






          “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, ideas, 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, business systems, strategic plans, plans for
acquisition or disposition of products, expansion plans, financial status and
plans, financial data, personnel information, customer lists or data, customer
usages or requirements, or supplier information, which is owned or licensed by
Honeywell or held by Honeywell in confidence.


          “Termination
of Employment” means any separation from employment with Honeywell regardless
of the reason, including any and all voluntary and involuntary reasons for
termination. The termination date for purposes of this Agreement shall be the
last day I actively perform services for Honeywell.


11.
Headings. The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of this Agreement.


I have carefully read this Agreement. I understand and accept its
terms. I understand and agree that I will continue to be bound by the
provisions of this Agreement after my employment with Honeywell has ended. 


	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
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 Honeywell
 Executive Printed Name

 
	
  

 	
  

 	
  

 
	
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ADDENDUM TO

HONEYWELL INTERNATIONAL INC.

NONCOMPETE AGREEMENT FOR SENIOR EXECUTIVES


 [EMPLOYEE NAME]

EMPLOYED AS [POSITION]


          Pursuant to
Paragraph 1 of your Honeywell International Inc. Noncompete Agreement for
Senior Executives (“Noncompete Agreement”), this Addendum contains a list, for
illustration purposes only, of specific competitors that are considered a
“Competing Business,” as that term is used in your Noncompete Agreement, and
are therefore covered by the restrictions contained in Paragraph 1 of your
Noncompete Agreement. This list is not an exhaustive list and is not intended
to include all of Honeywell’s, or your specific business’ or unit’s, current or
future competitors, which you acknowledge in Paragraph 1 of your Noncompete
Agreement may include other persons or entities now or in the future.


Based on your current role and responsibilities with Honeywell as [POSITION], the following companies
are considered key competitors to the [BUSINESS NAME], and therefore, fall within
the definition of a Competing Business as that term is used in your Noncompete
Agreement:


                    [COMPETITORS]


As previously noted, this is not an exhaustive list and there may be
other current and future persons or entities that would meet the definition of
a Competing Business, as set forth in your Noncompete Agreement. In addition,
pursuant to Paragraph 1 of your Noncompete Agreement, please note that the term
Competing Business, as defined in your Noncompete Agreement, will include
competitors of any Honeywell business in which you have worked in a job subject
to the Program (as defined in your Noncompete Agreement) during the Look Back
Period (as defined in your Noncompete Agreement). Accordingly, if you worked in
multiple Honeywell businesses in covered positions during your tenure, it is
very likely that the list of Competing Businesses subject to restriction under
the terms of your Noncompete Agreement will be broader than the above
illustrative list. If you have questions about whether any prior Honeywell
position which you have held during the Look Back Period subjects you to
similar restrictions, and will be used to identify Competing Business(es), you
should contact your Human Resource representative.