0000773840-20-000038 Sample Contracts

FOR NON-EMPLOYEE DIRECTORS OF HONEYWELL INTERNATIONAL INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • July 24th, 2020 • Honeywell International Inc • Aircraft engines & engine parts • Delaware

STOCK OPTION AWARD AGREEMENT made in Charlotte, North Carolina, as of [GRANT DATE] (“Grant Date”), between Honeywell International Inc. (the “Company”) and [DIRECTOR NAME] (“Director”).

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OF HONEYWELL INTERNATIONAL INC. RESTRICTED UNIT AGREEMENT
Restricted Unit Agreement • July 24th, 2020 • Honeywell International Inc • Aircraft engines & engine parts • Delaware

RESTRICTED UNIT AGREEMENT made in Charlotte, North Carolina, as of [GRANT DATE] (“Grant Date”), between Honeywell International Inc. (the “Company”) and [DIRECTOR NAME] (“Director”).

FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT
Indemnification and Reimbursement Agreement • July 24th, 2020 • Honeywell International Inc • Aircraft engines & engine parts

This FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of June 12, 2020, by and among (i) Honeywell Holdings International Inc. (“Payee”), (ii) Honeywell International Inc. (“Honeywell”), and (iii) Garrett ASASCO Inc. (“Payor”), amends that certain Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among (i) Honeywell ASASCO 2 Inc. (predecessor in interest to Payee), (ii) Honeywell and (iii) Honeywell ASASCO Inc. (predecessor in interest to Payor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, dated as of the date hereof (the “First Amendment to the Credit Agreement”)).

RETIREMENT AGREEMENT
Retirement Agreement • July 24th, 2020 • Honeywell International Inc • Aircraft engines & engine parts • North Carolina

AGREEMENT by and between Mark R. James (hereinafter referred to as “Retiree”), and Honeywell International Inc., a corporation organized under the laws of the state of Delaware (hereinafter referred to as “Honeywell” or the “Company”).

FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT
Indemnification and Reimbursement Agreement • July 24th, 2020 • Honeywell International Inc • Aircraft engines & engine parts

This FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of April 21, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (i) Honeywell and (ii) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, publicly filed by Resideo

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