Exhibit 10.35




EXHIBIT B 

HONEYWELL INTERNATIONAL INC. 

Employee Non-Competition Agreement


In consideration of my employment, continued employment, compensation,
equity awards, post-termination benefits and the special grant of restricted
stock units, I agree that throughout my employment with Honeywell and for a
period of two (2) years following the later of (i) my Termination of Employment1
from Honeywell for any reason, or (ii) the Date on which Salary Continuation
Benefits End,2 if applicable, 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 Exhibit, “Competing Business” shall mean each of
the following, along with their subsidiaries and affiliates, successors and
assigns: (i) Siemens Building Technology division; (ii) Tyco International’s
Security business; (iii) Bosch’s Security Systems business; (iv) Emerson
Electric Co.’s Climate Technologies business; (v) Schneider Electric; (vi)
Johnson Controls, Inc.’s Building Efficiency (York) business; (vii) Cisco
Systems’ Converged Building Systems business; (viii) Arkema Inc.; (ix) Axens;
(x) BASF; (xi) DSM Dyneema; (xii) E.I. DuPont de Nemours; (xiii) Ingersoll
Rand; (xiv) Shell (Criterion) Chemicals; (xv) Dow Chemical; (xvi) Sigma-Aldrich
Corp.; (xvii) United Technologies’ Carrier business; (xviii) Lennox
International Inc.; (xix) Invensys; and (xx) any business entity or group of
business entities, regardless of whether organized as a corporation,
partnership (general or limited), joint venture, association or other
organization or entity (“Business Entity”) (A) with annual gross sales in
excess of $1 billion, (B) that designs, develops, produces, offers for sale or
sells products or services that can be substituted for the products or services
of any Honeywell strategic business group, unit or enterprise, or similar
division or business segment, over which I had executive authority within ten
(10) years prior to my termination of employment (including, but not limited to, security, building automation,
controls and combustion, building solutions and systems integration, refining,
petrochemical technologies and materials, resins and chemicals, electronic
materials, fluorine products, advanced fibers and composites, refrigerants,
specialty gases, additive and other specialty products) (“Competitive Honeywell
Activities”), and (C) with gross
revenue from Competitive Honeywell Activities of at least $100 million in any
of the Business Entity’s two (2) preceding fiscal years. 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 


	
  

 	
  

 
	

 


 
	
 1

 	
 “Termination
 of Employment” means my last day of active employment with Honeywell.

 
	
  

 	
  

 
	
 2

 	
 “Date
 on which Salary Continuation Benefits End” means the last day on which I
 receive any salary continuation benefits under any (i) severance plan
 sponsored or funded by Honeywell, (ii) agreement by Honeywell to pay
 severance benefits, whether oral or written, express or implied, or (iii) any
 statutory, regulatory, court or other legally-mandated entitlement to notice,
 redundancy, or severance pay or any other termination benefits, if my
 employment is terminated under circumstances that entitle me to such
 benefits. 

 


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enforceable, all as determined by such court in such action. The
invalidity or unenforceability of any particular provision of this
Non-Competition Agreement shall not affect the other provisions hereof, which
shall remain in full force and effect. 


I agree that Honeywell’s remedies at law would be inadequate in the
event of a breach or threatened breach of this Non-Competition Agreement.
Accordingly, Honeywell 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. This Agreement and the Honeywell International Inc. Employee
Agreement Relating to Trade Secrets, Proprietary and Confidential Information
supercede all prior agreements between Honeywell (or its predecessor companies)
and me with respect to the subject matter hereof. 


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


	
  

 	
  

 	
  

 	
  

 
	
 /s/ Andreas
 Kramvis

 	
  

 	
 10/26/10 

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 Andreas
 Kramvis

 	
  

 	
 Date 

 	
  

 


This Non-Competition Agreement was signed in consideration of my
employment, continued employment, compensation, equity awards, post-termination
benefits and the special grant of restricted stock units, as well as other good
and valuable consideration. 


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