Exhibit 10.34


 


October 6,
2010


Mr. Roger
Fradin

26 Crane Road

Lloyd Harbor, New York 11743


Dear Roger:


I am pleased to confirm additional terms and conditions of your
benefits package. The benefits described in this letter were approved by the
Management Development and Compensation Committee of the Board of Directors at
its meeting on September 24, 2010 and will be effective as of the date you
execute Honeywell’s “Employee Agreement Relating to Trade Secrets, Proprietary
and Confidential Information” and “Employee Non-Competition Agreement” in the
form attached hereto as Exhibits A and B, respectively. The terms and
conditions of these additional benefits can be summarized as follows:


Retirement Benefits 


The additional retirement benefit described in your Letter Agreement
dated July 20, 2007 will be subject to a minimum annual single life annuity of
$1,400,000 commencing on the later of August 5, 2013 or your termination of
employment with Honeywell.


The augmented retirement benefit described herein is subject to the
following terms and conditions:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 You must remain actively employed by Honeywell until August 5, 2013
 (the “Retention Date”); provided, however, the requirement that you remain
 employed by Honeywell through the Retention Date shall not apply in the event
 you die or become disabled while employed by the Company or you are
 involuntarily terminated by the Company other than for Cause (as defined in
 the 2006 Stock Incentive Plan, which definition incorporates the definition
 of “Gross Cause” under the Senior Severance Plan); and

 
	
  

 	
 •

 	
 Prior to August 5, 2013, you may not engage, or knowingly permit
 another person to engage on your behalf, in an external CEO search.

 


Equity Vesting


If you (a) retire from Honeywell after August 5, 2015, or (b) are involuntarily
terminated other than for Cause prior to August 5, 2015, and you have
outstanding, unvested stock options or restricted stock units that are not
subject to performance conditions, such stock options and restricted stock
units will vest as of your retirement date or termination date, as applicable.
If you (x) retire from Honeywell after August 5, 2015, or (y) are involuntarily
terminated other than for Cause prior to August 5, 2015, and you have
outstanding, unvested stock options or restricted stock units from an equity
grant that included one or more performance conditions (including an equity
grant where only some of the stock options or restricted stock units are
subject to performance conditions), the stock options or restricted stock units
that are not subject to the performance conditions will vest as 





of your retirement date or termination date, as applicable, while the
stock options or restricted units, if any, that are subject to performance
conditions will vest, if at all, as of the end of the performance cycle, but
only to the extent Honeywell determines that the applicable performance
conditions have been satisfied. The extraordinary equity vesting terms
described herein shall not apply to stock option or restricted stock unit
grants to the extent the grant date thereof is within twelve (12) months of
your retirement date or termination date, as applicable. 


Stock options that vest under this section may be exercised during the
exercise period described in the applicable award agreement. Restricted stock
units that vest under this section will be paid to you as soon as practicable
following the applicable vesting date, but in no event later than 2-1⁄2 months of
the calendar year following the calendar year in which the vesting date occurs.
These extraordinary equity vesting provisions are subject to the requirements
of Internal Revenue Code Section 409A.


The extraordinary equity vesting terms described herein are subject to
the following terms and conditions:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Prior to August 5, 2015, you may not engage, or knowingly permit
 another person to engage on your behalf, in an external CEO search unless you
 have been involuntarily terminated other than for Cause prior to August 5,
 2015; and

 
	
  

 	
 •

 	
 Prior to August 5, 2015, you may not accept a position with another
 company unless you have been involuntarily terminated other than for Cause
 prior to August 5, 2015; and

 
	
  

 	
 •

 	
 You must limit your participation as an outside board director to two
 public and/or private entities (i.e., your current directorship on MSC
 Industrial Direct Co. plus one additional directorship), with all
 directorships subject to prior Honeywell CEO approval; and

 
	
  

 	
 •

 	
 You must execute Honeywell’s “Employee Agreement Relating to Trade
 Secrets, Proprietary and Confidential Information” and “Employee
 Non-Competition Agreement,” in the form attached hereto as Exhibits A and B,
 respectively; and

 
	
  

 	
 •

 	
 You must provide Honeywell with twelve (12) months of transition
 services before you voluntarily terminate your employment for any reason,
 including retirement; provided, however, you shall not be treated as not
 having satisfied this condition if you become Disabled (as defined in the
 2006 Stock Incentive Plan); and

 
	
  

 	
 •

 	
 You must not be terminated for Cause.

 
	
  

 	
  

 	
  

 
	
 If the Company determines, in its sole judgment, that you have
 violated any of the terms or conditions applicable to the extraordinary
 equity vesting as described herein or the terms of Exhibit A or B, Honeywell
 shall have the following remedies:

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 If the Company’s determination occurs before your termination date,
 all stock options and restricted units (and all related dividend equivalents)
 subject to these extraordinary equity vesting terms shall immediately be
 cancelled, and you will forfeit any and all rights you have with respect to such
 grants as of the date of the Company’s determination; or

 
	
  

 
	
  

 	
 •

 	
 If the Company’s determination occurs after your termination date (i)
 any outstanding stock options and restricted units (and all related dividend
 equivalents) that previously vested pursuant to to these extraordinary equity
 vesting terms shall immediately be cancelled, and

 


2












	
  

 	
  

 	
  

 
	
  

 	
  

 	
 you will forfeit any and
 all rights you have with respect to such grants as of the date of the
 Company’s determination, and (ii) you agree and promise to immediately
 deliver to Honeywell shares of common stock equal in value to the shares you
 received as a result of the extraordinary equity vesting terms described
 herein. 

 






This letter is intended to supplement, not supercede, any other rights
Honeywell may have to recoup equity awards under the terms of the applicable
award agreements or to pursue other rights or remedies described more fully in
Exhibits A or B, respectively.


All other terms and conditions of your equity grants shall remain
subject to the terms and conditions of the applicable stock plans and award
agreements.


Special Conditions


If, at any time while you are still employed by Honeywell, David M.
Cote (a) ceases to be employed by Honeywell, or (b) ceases to be the Chief
Executive Officer of Honeywell, the extraordinary equity vesting terms
described above shall apply immediately upon your resignation from Honeywell if
you are not selected to succeed Mr. Cote as Honeywell’s Chief Executive
Officer, provided you have not violated the terms and conditions set forth
above prior to your resignation/termination date (except six (6) months shall
be substituted for twelve (12) months with respect to the provision of
transition services and you may engage in an external CEO search or accept a position
with another company while still employed by Honeywell). Nothing contained in
this paragraph shall abrogate your responsibilities under the “Employee
Agreement Relating to Trade Secrets, Proprietary and Confidential Information”
and “Employee Non-Competition Agreement,” or otherwise diminish Honeywell’s
rights under the clawback provisions described above.


Roger, I very much look forward to continuing working with you. Your
talent, experience and background are terrific assets to Honeywell.


Please indicate your acceptance of the terms and conditions of this
letter by returning a signed copy of this letter, along with signed copies of
Exhibits A and B, to my attention.


Congratulations,


	
  

 
	
 /s/ David M.
 Cote

 
	

 


 
	
 David M.
 Cote

 
	
 Chief
 Executive Officer and Chairman of the Board

 
	
 Honeywell
 International Inc.

 
	
  

 
	
 Read and
 Accepted:

 
	
  

 
	
 /s/ Roger
 Fradin

 
	

 


 
	
 Roger Fradin

 



Date: October
18, 2010


3





EXHIBIT A


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 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, 

 


4









	
  

 	
  

 
	
  

 	
 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 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, 

 


5









	
  

 	
  

 	
  

 
	
  

 	
 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 continue to 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 during my employment with Honeywell and until the
 later of (a) the date I attain age 65 (August 5, 2018), or (b) for a period
 of two (2) years following the later of (i) my “Termination of Employment”
 from Honeywell for any reason, or (ii) the “Date on which Salary Continuation
 Benefits End,” if applicable, I will not, directly or indirectly, cause any
 individual previously 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,
 during my employment with Honeywell and until the later of (a) the date I
 attain age 65 (August 5, 2018), or (b) for a period of two (2) years
 following the later of (i) my “Termination of Employment” from Honeywell for
 any reason, or (ii) the “Date on which Salary Continuation Benefits End,” if
 applicable, 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 

 


6









	
  

 	
  

 	
  

 
	
  

 	
 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 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 

 


7









	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 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

 


8









	
  

 	
  

 	
  

 
	
  

 	
 (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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 “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.

 
	
  

 	
  

 	
  

 
	
 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.

 





	
  

 	
  

 	
  

 	
  

 
	
 /s/ Roger
 Fradin

 	
  

 	
 October 18,
 2010

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 Roger Fradin

 	
  

 	
 Date

 	
  

 


9





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.


	
  

 
	
_________________________________________________________________________________________________________________________________________


	
_________________________________________________________________________________________________________________________________________


	
 ________________________________________________________
 NONE __________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _______________________________________________________________________

 
	
 [Attach
 additional sheets if more space is needed.]

 


10





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.


	
  

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 ________________________________________________________
 NONE __________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 _________________________________________________________________________________________________________________________________________

 
	
 ____________________________________________________________________________________________________

 
	
 [Attach
 additional sheets if more space is needed.]

 


11





EXHIBIT B


HONEYWELL INTERNATIONAL INC.

Employee Non-Competition Agreement


In
consideration of my employment, continued employment, compensation and
post-termination benefits, I agree that throughout my employment with Honeywell
and until the later of (a) the date I attain age 65 (August 5, 2018), or (b)
for a period of two (2) years following the later of (i) my “Termination of
Employment” from Honeywell for any reason, or (ii) the “Date on which Salary Continuation
Benefits End,” 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 Agreement, “Competing Business” shall mean (i) Siemens A.G.
and its subsidiaries and affiliates, (ii) Tyco International and its
subsidiaries and affiliates, (iii) General Electric Company, and its
subsidiaries and affiliates, (iv) Emerson Electric Co. and its subsidiaries and
affiliates, (v) Johnson Controls, Inc. and its subsidiaries and affiliates, and
(vi) 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”) with annual
gross sales in excess of $1 billion, but only to the extent such Business
Entity designs, develops, produces, offers for sale or sells security and fire
protection products and systems or products or services that can be used as a
substitute for, or are generally intended to satisfy the same customer needs
for, any fire and security products or services of Honeywell. 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. 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. 


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/ Roger Fradin

 	
  

 	
 October 18, 2010 

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 Roger Fradin

 	
  

 	
 Date

 	
  

 


This
Non-Competition Agreement was signed in consideration of my employment,
continued employment, compensation, post-termination benefits and the benefits
described in the letter dated October 6, 2010, as well as other good and
valuable consideration. 


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