HONEYWELL INTERNATIONAL INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>


                                                                    EXHIBIT 10.2

                                                                      Memorandum
[HONEYWELL LOGO]

Date:      July 17, 2003

To:        Richard F. Wallman

From:      Thomas W. Weidenkopf

Subject:   Employment Separation Agreement and Release

This Employment Separation Agreement and Release ("Agreement and Release")
confirms our mutual understanding regarding your rights and benefits under the
Honeywell International Inc. Severance Plan for Senior Executives ("Senior
Severance Plan") incident to your termination of employment from Honeywell
International Inc., its predecessor companies, affiliates, subsidiaries and
business units, past and present ("Honeywell" or the "Company"). By signing this
Agreement and Release, you hereby acknowledge that these benefits are in full
satisfaction of all rights to termination or severance related benefits for
which you may have been eligible or may claim to be eligible under any agreement
or promise, whether written or oral, express or implied, or any Company
sponsored severance plan (including the Senior Severance Plan) or program.

Date of Termination

You have previously agreed to your separation from service from the Company.
Accordingly, your last day of work will be August 31, 2003 ("Last Day of Active
Employment").

Vacation Pay

Unused current year accrued vacation pay shall be paid out as a lump sum as soon
as practicable after your Last Day of Active Employment. You are entitled to 13
days of unused current year accrued vacation pay. Current year vacation pay
ceases to accrue as of your Last Day of Active Employment.

After your Last Day of Active Employment, you shall be entitled to 20 days of
pay attributable to your grandfathered vacation transition amount. Your
grandfathered vacation transition amount shall be paid periodically in
accordance with your normal pay cycle ("Grandfathered Vacation Period").





<PAGE>



Severance Pay

Provided you sign and return this Agreement and Release in the form provided to
you, you shall receive 18 months of base salary continuation ("Base Salary
Continuation Pay"). Your Base Salary Continuation Pay shall be paid
periodically, commencing September 30, 2003, in accordance with your normal pay
cycle for the first twelve (12) months. The remaining six (6) months of your
Base Salary Continuation Pay shall be paid as a lump sum twelve (12) months
after the end of your Grandfathered Vacation Period.

The period commencing September 30, 2003 and ending March 29, 2005 is
hereinafter referred to as your "Salary Continuation Period". The period
commencing on the day following your Last Day of Active Employment and ending on
the last day of your Salary Continuation Period is referred to herein as the
"Benefit Period".

During your Salary Continuation Period, you shall be eligible for a short-term
incentive compensation award in accordance with the terms of the Senior
Severance Plan ("Bonus Continuation Pay"). The amount of such award for each
calendar year which contains a portion of your Salary Continuation Period shall
be calculated by (i) multiplying your base salary by your incentive compensation
target of 85%, and (ii) multiplying the product by a fraction, the numerator of
which is the number of months of the Salary Continuation Period contained in the
calendar year, and the denominator of which is 12. For purposes of this
paragraph only, your Salary Continuation Period shall be deemed to commence on
the first day of the month coincident with or next following the end of your
Grandfathered Vacation Period. Incentive compensation payments hereunder will be
paid in the first quarter of the calendar year following the applicable portion
of your Salary Continuation Period with respect to which the incentive
compensation award is being paid.

The aggregate of your Base Salary Continuation Pay and Bonus Continuation Pay
are hereinafter referred to as "Severance Pay".

The Company reserves the right in its sole discretion to continue your Severance
Pay and/or certain benefits while you review this Agreement and Release,
provided that this Severance Pay and benefits continuation shall in no event be
construed as a waiver by the Company of the provision in the Senior Severance
Plan making benefits contingent on execution of a release of claims in favor of
the Company.

Provided that you have signed and returned this Agreement and Release in the
form provided, in the event of your death after your Last Day of Active
Employment, payment of any remaining Severance Pay owing under this Agreement
and Release will be made to your estate.

All vacation and Severance Pay benefits are subject to federal, state and other
applicable taxes and withholdings.


                                       2


<PAGE>



Employee Benefits

A general description of your rights to continued participation in your employee
benefit plans is attached hereto as Exhibit A. Such description is for
information purposes only and is not a part of this Agreement and Release.

Additional Consideration

In addition to the benefits to which you are entitled under the Senior Severance
Plan, you shall be entitled to the following benefit(s) ("Additional Benefits"),
provided you sign and return this Agreement and Release in the form provided to
you:

1.       Short-Term Incentive Compensation Plan

         Under the AlliedSignal Inc. Incentive Compensation Plan for Executive
         Employees ("ICP Plan"), you are not entitled to receive a short-term
         incentive bonus for the current calendar year unless you are actively
         employed by the Company on the date short-term incentive bonuses are
         paid with respect to the current calendar year. Nevertheless, the
         Company will provide you with a 2003 short-term incentive bonus based
         upon your performance and contributions as an active employee during
         the current calendar year, as well as the Company's performance for
         such year. The Company reserves sole discretion regarding the amount
         and payment, if any, of any bonus attributable to the current calendar
         year. The bonus will be paid in accordance with the provisions of the
         ICP Plan, anticipated to be during the first quarter of the next
         calendar year. Any such bonus shall not include any period for which
         you have already received or will receive a short-term incentive
         compensation award.

2.       Stock Options

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------
         Grant              Exercise         #              Vesting         Expiration
         Date                Price        Unvested                             Date
---------------------------------------------------------------------------------------
<S>      <C>               <C>            <C>             <C>                 <C>
         7/16/2001          $36.27         60,000         Will vest as        7/15/2011
                                                          scheduled on
                                                            1/1/2004
---------------------------------------------------------------------------------------
</TABLE>

3.       Supplemental Pension Payment

         The previously funded benefits under the Honeywell International Inc.
         Supplemental Pension Plan ("SERP") that are currently being held in
         escrow for your benefit ("Previously Taxed Amounts") shall be paid to
         you in a single sum at the end of your Grandfathered Vacation Period.


                                       3


<PAGE>




Repayment of Loan

You have previously received a loan from the Company. Within three (3) days
after you receive your Previously Taxed Amounts, you agree you will reimburse
Honeywell the full amount of such outstanding loan, together with all accrued
interest thereon. In October 2004, you and Honeywell will reconcile any
outstanding cost issues related to such loan and a "true-up" of all amounts due
and owing between the parties shall be effectuated.

Consideration for the Release

The Severance Pay and Additional Benefits (the "Consideration") are something of
value that will be available to you only in return for your signed Agreement and
Release in the form provided to you. If you choose not to sign this Agreement
and Release in the form provided to you, you will not be entitled to the
Consideration.

Contingencies

In order to receive the Consideration under this Agreement and Release, you must
return this signed Agreement and Release in the form provided to Thomas W.
Weidenkopf, 101 Columbia Road, Morristown, New Jersey 07962, no later than
August 18, 2003.

In the event that before the end of your Benefit Period you (i) accept a
position with the Company as an employee, or (ii) return to work at Honeywell as
a leased employee, consultant or independent contractor, all Consideration under
this Agreement and Release will terminate as of the date your employment with
the Company resumes. In such event, all Consideration paid to you before you are
reinstated or rehired shall be considered to be valuable legal consideration to
which you were not otherwise entitled and the Release of Claims and
Confidentiality provisions of this Agreement and Release shall remain in effect
and fully enforceable.

Subject to the preceding paragraph, your acceptance of a position with another
company will not affect your eligibility for the Consideration under this
Agreement and Release. However, the Company reserves the right to cancel your
Consideration in the event that you engage in activities determined to be
significantly detrimental to the Company's interests, including, without
limitation, (i) recruiting, hiring or soliciting Honeywell employees for
employment or the performance of services with a competing company, (ii) breach
of any obligations under any confidentiality agreement or intellectual property
agreement, (iii) making knowingly false or misleading statements about the
Company or its products, officers or employees to competitors, customers,
potential customers or to current or former employees of the Company, (iv)
commission of any fraud or misappropriation of property, proprietary
information, intellectual property or trade secrets of the Company for personal
gain or for the benefit of another party, (v) engaging in intentional misconduct
substantially damaging to the property or business of the Company, (vi) holding
yourself out as an active Honeywell employee, and (vii) materially breaching any
of the terms of this Agreement and Release.




                                       4


<PAGE>



For at least six months after your Salary Continuation Period ends, your
eligibility to return to work at Honeywell as a Honeywell employee, as a leased
employee or as an independent contractor or consultant shall be subject to the
Company's policies on contingent workers.

Release Of Claims

In exchange for the Consideration, you do hereby waive and do hereby release,
knowingly and willingly, Honeywell International Inc., its future parent
corporations, its predecessor companies, its past, present and future divisions,
subsidiaries, affiliates and related companies and their successors and assigns
and all past, present and future directors, officers, employees and agents of
these entities, personally and as directors, officers, employees and agents
(collectively the "Honeywell Group"), from any and all claims of any nature
whatsoever you have arising out of your employment and/or the termination of
your employment with the Honeywell Group, known or unknown, including but not
limited to any claims you may have under federal, state or local employment,
labor, or anti-discrimination laws, statutes and case law and specifically
claims arising under the federal Age Discrimination in Employment Act, the Civil
Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act,
Executive Order 11246, the Employee Retirement Income Security Act of 1974
("ERISA"), the Family and Medical Leave Act, the Rehabilitation Act of 1973, the
Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act
and the Worker Adjustment Retraining and Notification Act, the New Jersey Law
against Discrimination, as amended, the New Jersey Equal Pay Act, the New Jersey
Smokers' Rights Law, the New Jersey Family Leave Act, the New Jersey
Constitution, the New Jersey Conscientious Employee Protection Act, New Jersey
common law and any and all other applicable state, county or local statutes,
ordinances or regulations including claims for attorneys' fees; provided,
however, that this release does not apply to claims for benefits under Honeywell
Group sponsored benefit plans covered under ERISA (other than claims for
severance and severance related benefits), does not apply to claims arising out
of obligations expressly undertaken in this Agreement and Release, and does not
apply to claims arising out of any act or omission occurring after the date you
sign this Agreement and Release. All claims, including contingent claims, for
incentive compensation awards under any Honeywell Group plan or payroll
practice, along with any claims under any state wage and hour laws, are
specifically subject to this release of claims. Any rights to benefits (other
than severance benefits) under Honeywell Group sponsored benefit plans are
governed exclusively by the written plan documents.

You acknowledge and understand that you have accepted the Consideration
referenced in this Agreement and Release in full satisfaction of all claims and
obligations of the Honeywell Group to you regarding any matter or incident up to
the date you execute this Agreement and Release (except to the extent expressly
excepted from the terms of this Agreement and Release) and you affirmatively
intend to be legally bound thereby.


                                       5


<PAGE>



You hereby agree and acknowledge that you are not entitled to receive any
additional payments or benefits from the Honeywell Group related to your
employment or termination of employment other than as expressly provided herein.


Cooperation and Nondisclosure

In further exchange for the Consideration you receive under this Agreement and
Release, you agree to cooperate fully with the Company in any matters that have
given or may give rise to a legal claim against the Company, and of which you
are knowledgeable as a result of your employment with the Company. This requires
you, without limitation, to (1) make yourself available upon reasonable request
to provide information and assistance to the Company on such matters without
additional compensation, except for your out of pocket costs, (2) maintain the
confidentiality of all Company privileged or confidential information including,
without limitation, attorney-client privileged communications and attorney work
product, unless disclosure is expressly authorized by the Company's law
department, and (3) notify the Company promptly of any requests to you for
information related to any pending or potential legal claim or litigation
involving the Company, reviewing any such request with a designated
representative of the Company prior to disclosing any such information, and
permitting a representative of the Company to be present during any
communication of such information.

Confidentiality

Subject to the covenants in Exhibit B, you agree not to disclose or cause any
other person to disclose to third parties, including employees of the Company,
the terms of this Agreement and Release; provided, however, that you have the
right to disclose the terms of this Agreement and Release to your spouse, your
financial/tax advisor and your attorney and in response to a governmental
inquiry, including a governmental tax audit or a judicial subpoena. You
understand that your breach of this confidentiality provision shall excuse the
Company from performing further under this Agreement and Release, and the
Company shall be entitled to repayment of the Consideration provided hereunder
upon demand. You agree that neither this Agreement and Release nor any version
of this Agreement and Release shall be admissible in any forum as evidence
against the Company or you except in a proceeding to enforce this Agreement and
Release. This Agreement and Release does not constitute an admission of
wrongdoing by either party.

You acknowledge and agree that any agreements signed by you relating to
intellectual property and confidential information acquired by you as a result
of your employment with the Company remain in full force and effect and place
legal obligations upon you that continue beyond your employment with the
Company. In further exchange for the Consideration you receive under this
Agreement and Release, you agree to abide by the confidentiality and
intellectual property covenants set forth in Exhibit B attached hereto with
respect to knowledge acquired during your employment with the Company. You
hereby agree that the covenants appearing at Exhibit B are a material part of
this Agreement and Release.



                                       6


<PAGE>



Compliance With Sarbanes-Oxley Act

Nothing in this Agreement and Release (or any exhibit or attachment thereto)
shall be construed to prohibit you from reporting any accounting, internal
accounting control, or auditing matter to any federal regulatory agency, any
federal law enforcement agency, or any Member of Congress or any committee or
subcommittee of Congress. Nor shall this Agreement and Release (or any exhibit
or attachment thereto) be construed to prohibit you from engaging in any
activity protected by 18 U.S.C. 'SS' 1514A.

Severability; Entire Agreement; No Oral Modifications; No Waivers

Should any of the provisions of this Agreement and Release (other than the
Release of Claims provision) be determined to be invalid by a court of competent
jurisdiction, the parties agree that this shall not affect the enforceability of
the other provisions of the Agreement and Release. In such case, the parties
shall renegotiate the invalidated provision(s) in good faith to effectuate
its/their purpose and to conform the provision(s) to applicable law. This
Agreement and Release constitutes a single integrated contract expressing the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof. This Agreement and
Release may be amended or modified only by an agreement in writing. The failure
by the Company to declare a breach or otherwise to assert its rights under this
Agreement and Release shall not be construed as a waiver of any right the
Company has under this Agreement and Release.


                                       7


<PAGE>



Acknowledgments And Certifications

You acknowledge and certify that you:

(a)      have read and understand all of the terms of this Agreement and Release
         and do not rely on any representation or statement, written or oral,
         not set forth in this Agreement and Release;

(b)      have had a reasonable period of time to consider this Agreement and
         Release;

(c)      are signing this Agreement and Release knowingly and voluntarily;

(d)      have been advised to consult with an attorney before signing this
         Agreement and Release;

(e)      have the right to consider the terms of this Agreement and Release for
         21 days and if you take fewer than 21 days to review this Agreement and
         Release, you hereby waive any and all rights to the balance of the 21
         day review period; and

(f)      have the right to revoke this Agreement and Release within 7 days after
         signing it, by providing written notice of revocation to your Human
         Resources representative. If you revoke this Agreement and Release
         during this 7-day period, it becomes null and void in its entirety.



THIS IS A LEGALLY ENFORCEABLE DOCUMENT.



                                            HONEYWELL INTERNATIONAL INC.

/s/ Richard F. Wallman                      By: /s/ Thomas W. Weidenkopf
-----------------------------                  -------------------------
Richard F. Wallman                             Thomas W. Weidenkopf
                                               Senior Vice President Human
                                               Resources and Communications


Dated: 8/11/03                               Dated: 8/15/03
       --------------------------                   -----------------------




                                       8


<PAGE>





                                    EXHIBIT A

                                     SUMMARY

                                       OF

                                EMPLOYEE BENEFITS

All capitalized terms in this description have the meaning set forth in the main
body of the Agreement and Release, unless otherwise noted herein.

This employee benefits description is applicable only with respect to eligible
employees receiving periodic severance payments under the Senior Severance Plan,
is for information purposes only and is not intended to constitute additional
consideration for the execution of the Agreement and Release. Moreover, this
description is not intended to supplant the applicable plan documents and
summary plan descriptions. If you have specific questions regarding any employee
benefit plan, please consult the applicable plan document and summary plan
description. In the event of any conflict between this description and the
actual employee benefit plan document, the employee benefit plan document shall
control. The Company reserves the right, in its sole discretion, to amend,
modify or terminate its employee benefit plans at any time and for any reason.

Group Insurance Coverage

As long as the underlying plan so allows, you may elect to retain your coverage
in the Company's group health insurance plans for active employees through
September 30, 2004, except as otherwise provided below. The employee share of
any premiums shall automatically be deducted from your Severance Pay unless you
notify the Company, in writing, that you wish to cancel your insurance coverage.

Notwithstanding any provision herein to the contrary, eligibility for short-term
disability coverage, long-term disability coverage and any business travel
insurance that you may have will terminate as of your Last Day of Active
Employment.

Your basic Company-sponsored life insurance coverage and accidental death and
dismemberment coverage will end on September 29, 2004. You may convert your
basic Company-sponsored life insurance coverage and accidental death and
dismemberment coverage to individual coverage by contacting Honeywell's HR
Service Center at 1-877-258-3699, Option 4, to request the required conversion
forms. You must apply for conversion of coverage on the approved forms within 31
days after September 29, 2004.

You may elect to retain any Group Universal Life Insurance (GUL) coverage you
have through September 29, 2004. If you wish to continue your GUL insurance
beyond September 29, 2004 on a direct pay basis, you can contact CIGNA at
800-243-3264.

As noted above, your active Honeywell group health insurance coverage will
expire on September 30, 2004. At that time, you may elect to continue your group
medical and




                                       9


<PAGE>



dental insurance coverage pursuant to the federal COBRA law, assuming you have
not allowed this coverage to expire. Honeywell's COBRA administrator will be
contacting you after September 30, 2004 to provide you with further details and
election forms. COBRA coverage is totally employee paid and is generally
available at the rate of one hundred two percent (102%) of the applicable
premium.

Flexible Spending Accounts

As long as the underlying plan so allows, you may elect to retain your coverage
in the Company's Section 125 plan, including both health and dependent care
flexible spending accounts, through September 30, 2004. Any amounts you elect to
contribute to a flexible spending account shall automatically be deducted from
your vacation and Severance Pay. If, at the time you cease to be treated as an
active employee for Section 125 plan purposes, you are eligible to continue
coverage in your health flexible spending account pursuant to the federal COBRA
law, you will be notified by the Company's COBRA administrator.

Honeywell Savings Plan and Supplemental Savings Plan

As long as the underlying plans so allow, you may continue to participate in the
Company's savings plan and, if applicable, supplemental savings plan during
first twelve (12) months of your Salary Continuation Period to the extent
otherwise permissible under applicable law. Your current deductions will
continue during first twelve (12) months of your Salary Continuation Period
unless you decide to change or terminate your contributions. At the end of the
first twelve (12) months of your Salary Continuation Period, you will receive
information relating to the distribution of your Savings Plan account balance,
if any. Your account, if any, in the Company's supplemental savings plan will be
paid to you in accordance with your previous payment election(s).

Pension Plans

You have a non-forfeitable right to an accrued tax qualified pension benefit
under the Honeywell Retirement Earnings Plan ("REP"). In addition, you have a
vested SERP benefit. As of October 1, 2004, you can commence the receipt of both
your REP and SERP benefits (the SERP benefits shall be adjusted for the
Previously Taxed Amounts. Please consult your plan's Summary Plan Description if
you have general questions regarding your REP benefit. If you have specific
questions or would like more detailed information regarding your pension
benefits (including the estimated amount of your pension entitlement, the
optional forms of benefit available to you, your vested status and when you can
commence the receipt of such benefits), please contact the Retirement Pension
Planning Department at 877-258-3699, option 5.

In addition, because your eligibility to participate in the Company's retiree
medical programs is dependent, among other factors, on the pension plan in which
you participate, information regarding your rights to retiree medical coverage
can be provided by contacting the Retirement Pension Planning Department at
877-258-3699, option 5.


                                       10


<PAGE>



Unemployment Insurance

You may be eligible for unemployment benefits. You should contact your local
unemployment office.

Stock Options

You currently have 901,500 vested stock options. You may exercise the vested
stock options in accordance with the following schedule:

<TABLE>
<CAPTION>

        --------------------------------------------------------------
              Grant           Exercise        #         Expiration
               Date            Price        Vested         Date
        -------------------------------------------------------------
        <S>                   <C>          <C>          <C>
             2/1/1996          $25.32       49,000       1/31/2006
        -------------------------------------------------------------
             2/5/1999          $41.41      100,000       2/4/2009
        --------------------------------------------------------------
            12/3/1999          $63.00      175,000       12/2/2009
        --------------------------------------------------------------
            3/24/2000          $47.85      437,500       3/23/2010
        --------------------------------------------------------------
            7/16/2001          $36.27      140,000       7/15/2011
        --------------------------------------------------------------
                     Total                 901,500
        --------------------------------------------------------------
</TABLE>

You may access your stock option account via the Internet at
www.benefitaccess.com, via the Honeywell intranet, or by contacting the
Honeywell Stock Option Service Center at Salomon Smith Barney at 1-888-723-3391.

Restricted Units

The 17,500 performance restricted units granted on December 3, 1999 will be
forfeited.

Deferred Incentive Compensation and Deferred Salary

Your eligibility to participate in the Deferred Incentive and Deferred Salary
programs will end on the end of your Grandfathered Vacation Period. Any deferred
incentive compensation and deferred salary account balances, plus interest at
the "applicable interest rate" (determined pursuant to the applicable program),
will be paid in accordance with your previous payment and change in control
elections.

Executive Third Party Liability Insurance Coverage

Your participation in the Company-sponsored third-party liability insurance
coverage program will expire on your Last Day of Active Employment.



                                       11


<PAGE>




Flexible Perquisite Program

You will continue to be eligible for the Company's flexible perquisite program
through the end of the calendar quarter commencing after your Last Day of Active
Employment. Your final payment of $12,500 will be made in October 2003.

Other Officer Benefits and Perquisites

Your coverage under the Supplemental Long Term Disability and the Survivor
Benefit programs will end as of your Last Day of Active Employment.

Housing Allowance

Your housing allowance will end as of the last day of the month that contains
your Last Day of Active Employment.



                                       12


<PAGE>



                                    EXHIBIT B

                          HONEYWELL INTERNATIONAL INC.
                Agreement Relating to Honeywell's Trade Secrets,
                    Proprietary and Confidential Information


In consideration of the receipt of my Severance Pay, I understand and agree
that:

1. Records of Inventions. I have kept complete and current written records of
all Inventions I Made during the period of time I was employed by Honeywell and
promptly disclosed 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 that 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 Made during the period of
time I was 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 resulted from any work I performed 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 Made during the period of time I was employed by Honeywell for
which no equipment, supplies, facility or trade secret information of Honeywell
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 Made during the period of time I was
employed by Honeywell, I will promptly notify Honeywell's Law Department in
writing.


                                       13


<PAGE>



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 not
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. Preemployment Inventions. On Schedule A, which is an integral part of this
Exhibit A, 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 any ownership interest and which is not
now the subject master of an issued patent or a printed publication. 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 now the subject matter of an issued
patent or a printed publication, 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 (as hereinafter defined) 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 becomes (through no breach of these covenants) 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 was 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,




                                       14


<PAGE>



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 was
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 had access to them solely for
the performance of my duties during my employment with Honeywell. I will protect
the confidentiality of their content and comply with all security policies and
procedures that may, from time to time, have been established by Honeywell. I
have returned all of them, along with 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 disclosed or used, during my employment by
Honeywell, any trade secrets, proprietary or confidential information that 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
confidential information that belongs to a third party.

8. Non-Solicitation of Honeywell Employees. I acknowledge that Honeywell has
invested 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 one (1) year following my
termination of employment from Honeywell for any reason, I will not, directly or
indirectly, (i) cause any individual previously employed by Honeywell to be
employed by any person or entity other than Honeywell unless such individual has
not been employed by Honeywell for at least 12 months, (ii) participate in any
manner in the employment of any such individual by any person or entity other
than Honeywell unless such individual has not been employed by Honeywell for at
least 12 months, or (iii) in any way induce or attempt to induce such individual
to leave the employment of Honeywell.

9. Non-Solicitation of Honeywell Customers. I acknowledge that Honeywell has
invested significant time and money to develop valuable, continuing
relationships with existing and prospective clients and customers. Therefore,
recognizing that in the course of my employment I have obtained valuable
information about Honeywell customers and



                                       15


<PAGE>



their requirements, I agree that, for a period of two 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 Honeywell 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.

10. 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 Exhibit A and
provide that employer with a copy of it. Honeywell has the right to inform any
future employer of the existence of this Exhibit A and to provide any future
employers with a copy of it.

11. Copyright. As to all works prepared by me which were: (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 for approval prior to 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.

12. Identity of Future Employer. Upon termination of employment, whether
termination be voluntary or involuntary, if reasonably requested by Honeywell, I
shall advise Honeywell of the name and address of my intended future employer.

13. Successors; Binding Agreement. This Exhibit A 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 myself can modify this Exhibit A.



                                       16


<PAGE>



14. Survival of Covenants. These obligations will continue after, and survive,
the end of my employment by Honeywell.

15. Remedies. I acknowledge that a remedy at law for any breach or threatened
breach of the provisions of this Exhibit A would be inadequate and therefore
agree that Honeywell shall be entitled to injunctive relief in addition to any
other available rights and remedies in case of any such breach or threatened
breach. In the event a court determines that I have breached or threatened to
breach the covenants in this Exhibit A, I agree to reimburse Honeywell for all
attorneys' fees and costs incurred in enforcing the terms hereof. 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 include, but shall not be limited to,
contract damages, lost profits and punitive damages.

16. Validity. It is the desire and intent of the parties hereto that the
provisions of this Exhibit A shall be enforced to the fullest extent
permissible. Accordingly, if any particular provision of this Exhibit A shall be
adjudicated to be invalid or unenforceable, the court may modify or sever such
provision, with such modification or deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such
adjudication is made. In addition, if any one or more of the provisions
contained in this Exhibit A 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 Exhibit A shall remain in full force and effect.

17. Governing Law. The terms of this Exhibit A shall be governed by and
construed in accordance with the laws of the State of New Jersey without regard
to principles of conflicts of law.

18. Descriptive Headings. The headings and captions in this Exhibit A are
inserted for convenience only and shall not in any way affect the meaning or
construction of its terms.

19. 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, successors and its past, present and future operating
          companies, divisions, subsidiaries, affiliates and business units,
          including businesses acquired by the purchase of assets or stock,
          merger or otherwise.

    (b)   "Trade Secrets, Proprietary and Confidential Information" means
          information which is not generally known in the industries in which
          Honeywell is engaged, which may be disclosed to me or which I may


                                       17




<PAGE>




          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.

     d)   "Make" or "Made", when used in relation to Inventions, includes any
          one or any combination of (i) conception, (ii) reduction to practice
          or (iii) development of an Invention, and is applicable without regard
          to whether the individual is a sole or joint inventor.



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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 confidential
information.


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