Exhibit 10.43


 





 


 


March 11, 2013


 


Mr. Krishna P. Mikkilineni


Honeywell Tech Solutions Lab


151/1, Doraisanipalya, Bannerghatta Road


Bangalore, India 560076


 


Dear Krishna,


 


I am pleased to confirm our offer to you
as Senior Vice President, Engineering, Operations and Information Technology (Band 7), located in Morristown, New Jersey reporting
to David Cote, Chairman and CEO of Honeywell. In this position, you will be an Executive Officer of Honeywell for purposes of SEC
Section16 reporting. The effective date of your promotion will be determined by Dave Cote (“Effective Date”), subject
to the terms and conditions of this letter agreement (“Agreement”).


 


In connection with your new role, you will
be entitled to the following compensation and benefits package, as previously approved by the Management Development and Compensation
Committee of the Company’s Board of Directors:


 


COMPENSATION


 


Base Salary: As of the Effective
Date, your annual base salary will be increased to $600,000. Base salary reviews occur annually (beginning in 2014) and adjustments
are based on your performance and other relevant factors.


 


Annual Incentive Compensation: As
of the Effective Date, your target incentive compensation opportunity will be increased to 75% of your annual cash base salary
earnings during the year. For 2013, your bonus will be determined by pro-rating your bonus based on your old target award percentage
of 65% and your new target percentage of 75%.


 


Long-Term Incentive Awards: You
will be eligible for an annual stock option award with the size determined by the MDCC based on your performance and future career
potential with Honeywell. Stock options generally vest ratably over four years. In addition, as a recognized member of Honeywell’s
leadership team, you will be eligible to receive Growth Plan Units under the Growth Plan.


 


In addition to your eligibility for annual
long-term incentive awards, you will receive a special, one-time award of 20,000 stock options as a component of this offer. This
award will be granted under the terms of the 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates


(the “Stock Incentive Plan”)
and the relevant award agreement. These stock options will vest ratably over four years.


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OTHER EXECUTIVE BENEFITS


 


You will also be entitled to the following Executive Benefits:


 


		·	Vacation: You will be eligible for five
(5) weeks of vacation.
		·	Excess Liability Insurance: Honeywell
will pay the annual premium for an Excess Liability Insurance policy that provides $10,000,000 of coverage per occurrence.
		·	Executive Severance: Honeywell’s
Senior Severance Plan currently provides for 36 months of base salary continuation and target bonus if your employment is involuntary
terminated for a reason other than Gross Cause (as defined in the severance plan document in effect when you terminate employment).
You will be required to execute a release of claims against Honeywell and its affiliates and related parties and you may be required
to agree to certain non-solicitation, non-disclosure and non-competition covenants as a condition of receiving executive severance
benefits. For additional information, please consult the actual plan document.



 


REPATRIATION AND DOMESTIC RELOCATION


 


A condition of the offer is that you agree
to relocate from Bangalore, India to the Unites States. As part of this move, you are eligible for repatriation and domestic relocation
benefits. You will be contacted by SIRVA (repatriation) & Brookfield (relocation) after you return your signed offer letter
to initiate the relocation process.


 


In addition to the regular policy benefits,
you will also be provided with additional relocation benefits, as follows:


 


	 	 	Value	 
	Additional Miscellaneous Relocation Allowance	 	$	30,000	 



 


You will also be permitted to apply up
to 30-days of the leaving country temporary housing benefits provided under the repatriation policy to extend the 60-day temporary
housing benefit up to 90-days.


 


All direct payments made to you under this
Repatriation and Domestic Relocation section of this Offer Letter shall be grossed up for tax purposes at the assumed tax rate
of 51%.


 


Should you voluntarily leave Honeywell
within 24 months of your relocation to the United States, you will be obligated to repay to Honeywell, in cash and within 30 days
of your termination date, 100% of the costs associated with your relocation, including any tax gross ups.



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STOCK OWNERSHIP GUIDELINES FOR HONEYWELL OFFICERS


 


As an Officer of the Corporation, you will
be required to hold four-times your annual base salary in Honeywell shares in accordance with the Corporation’s Stock Ownership
Guidelines. The following table provides an overview of the Stock Ownership Guidelines. A copy of the Stock Ownership Guidelines
policy documents will be separately provided to you.


 


	Honeywell
    Shares Counted for Ownership Purposes:	·     Unvested
                                                                                                                                                                                 restricted
                                                                                                                                                                                 stock
                                                                                                                                                                                 units
                                                                                                                                                                                 (RSUs)


·     Deferred restricted stock
units


·     Shares in tax qualified and
non-qualified savings plans


·     Private holdings



	 	 
	Ownership
    Threshold:	·     4X base salary
	 	 
	Retention
    Requirements:	·     Indefinite
                                                                                                                                   holding
                                                                                                                                   requirement
                                                                                                                                   until
                                                                                                                                   ownership
                                                                                                                                   threshold
                                                                                                                                   is
                                                                                                                                   met
                                                                                                                                   for
                                                                                                                                   net
                                                                                                                                   gain
                                                                                                                                   shares
                                                                                                                                   from
                                                                                                                                   RSU
                                                                                                                                   vesting,
                                                                                                                                   payment
                                                                                                                                   of
                                                                                                                                   deferred
                                                                                                                                   RSUs
                                                                                                                                   and
                                                                                                                                   all
                                                                                                                                   stock
                                                                                                                                   option
                                                                                                                                   exercises


·     One year for net
        gain shares from RSU vesting and all stock option exercises (Note: payment of deferred RSUs are exempt from the one year
        minimum hold requirement)



	 	 
	Time
    Limit:	·     No
                                                                                                                                   time
                                                                                                                                   requirement
                                                                                                                                   to
                                                                                                                                   meet
                                                                                                                                   ownership
                                                                                                                                   threshold


·     Must meet threshold
        in order to sell stock

         



 


Note that you currently satisfy the 4x multiple requirement
based on your outstanding restricted stock holdings.


 


ACCEPTANCE OF OFFER


 


As a condition of this employment offer,
you are required to execute, in the form attached hereto, Honeywell’s “Employee Agreement Relating to Trade Secrets,
Proprietary and Confidential Information” (“IP Agreement”). This IP Agreement replaces, in its entirety, any
previous intellectual property agreement that you may have executed while an employee of Honeywell.


 


In addition, your offer of employment with
Honeywell as described herein is contingent upon your signing and returning a copy of the “Honeywell International Inc. Noncompete
Agreement for Senior Executives” (“Noncompete Agreement”) before your start date. A copy of this Noncompete Agreement
is attached.


 


Honeywell has a long and distinguished
history. But, more importantly, we are a company with a terrific future and a great place to work. Our performance culture drives
growth for us and competitive advantage for our customers. We hire the best people; give them every possible opportunity to learn,
grow, and develop; and reward them for their contributions. We offer career paths that span product lines, job types, businesses,
and countries.


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Krishna, we are excited to be extending
this offer to you and look forward to working with you in your expanded role. Your experience and background is an asset to our
Company.


 


Finally, please print and sign this Agreement,
the IP Agreement and the Noncompete Agreement and return them to me as soon as possible.


 


If you have any questions or need any further
information about our offer, please contact me directly.


 


Congratulations,


 


Mark James


Senior Vice President, Human Resources and Communications


Honeywell International Inc.


 


	Read and Accepted:	 	 	 
		 	 	 
	/s/ Krishna P. Mikkilineni	 	4/4/13	 
	KRISHNA P. MIKKILINENI	 	DATE	 


 


All businesses experience changing conditions.
Accordingly, we reserve the right to change work assignments, reporting relationships and staffing levels to meet business needs,
and your employment with Honeywell will be on an “at will” basis. This means that there is no guarantee of employment
for any specific period, and either you or Honeywell may terminate your employment at any time. The descriptions of benefits and
perquisites described in this offer letter are for general information purposes only and are not intended to modify any plan document,
summary plan description (“SPD”) or prospectus. For a complete description of any benefit or perquisite, you may request
a copy of the applicable plan document, SPD or prospectus. The Company reserves the right to modify, amend or terminate any benefit
plan or perquisite in its sole and absolute discretion.



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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 “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 before filing any
                                       application for patents on such Inventions. 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 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 


 

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	 	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, during or after my employment
                                with Honeywell misappropriate, use or disclose Honeywell’s Trade Secrets, Proprietary and
                                Confidential Information except in furthering Honeywell’s business nor will I disclose or
                                disseminate at any time 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 following my Termination of Employment for
                                any reason, 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,
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, 


 

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	 	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.	Nonsolicitation 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
                                       and for a period of two years following my Termination of Employment from Honeywell for
                                       any reason, I will not directly or indirectly, for my own account or for others, (i) solicit
                                       (or assist another in soliciting) for employment or for the performance of services, (ii)
                                       offer or cause to be offered employment or other service engagement, or (iii) participate
                                       in any manner in the employment or hiring for services of any current or former Honeywell
                                       employee with whom I had contact or of whom I became aware in my last two years of Honeywell
                                       employment, unless it has been more than 12 months since that individual left Honeywell.
                                       Nor will I, for my own account or for others, in any way induce or attempt to induce such
                                       individual to leave the employment of Honeywell.



 


	10.	Nonsolicitation of Honeywell
                                        Customers, Suppliers, Business Partners and Vendors. 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, suppliers, business partners, and/or vendors, and their requirements,
                                        I agree that during my employment and for a period of two years following my Termination
                                        of Employment from Honeywell for any reason, I will not directly or indirectly, for my
                                        own account or for others, solicit or assist others in soliciting or attempt to solicit
                                        (or assist others in attempting to solicit), (i) any existing clients, customers, suppliers,
                                        business partners, and/or vendors 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 of
                                        Employment, or (ii) any prospective clients, customers, suppliers, business partners,
                                        and/or vendors 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 of Employment,
                                        for the purpose of inducing such existing or prospective clients, customers, suppliers,
                                        business partners, and/or vendors to cease doing business or reduce their business with
                                        Honeywell or to purchase, lease or utilize products or services that are competitive with,
                                        similar to, or that 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:



 

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		(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,
                                        continued employment or other consideration as recited herein and that execution of this
                                        agreement was an express condition of my employment, continued employment or receipt of
                                        other consideration recited herein.



 


	14.	Effectiveness of Agreement. I acknowledge
                                 that the provisions of this agreement are in addition to, and in no way intended to limit, restrict
                                 or narrow any prior or existing agreement with Honeywell. This agreement does not replace or
                                 supersede any prior or existing employment or other agreement with Honeywell, but rather, shall
                                 be read in conjunction with such prior or existing agreements and shall be interpreted in a manner
                                 to provide Honeywell the maximum protection and the most effective and complete assignment of
                                 inventions provided by all agreements I have with Honeywell. The terms of this agreement are
                                 to be read consistent with the terms of any other intellectual property, trade secret or confidentiality
                                 agreements that I have executed with Honeywell; provided, however, to the extent there is a conflict
                                 between/among such agreements, such agreements shall be read in concert and construed as providing
                                 the broadest possible protections to Honeywell, even if such construction would require provisions
                                 of more than one such agreement to be given effect. This agreement shall be deemed effective
                                 as of the first day of my employment by Honeywell and shall continue throughout the entire period
                                 of time I am employed by Honeywell and my obligations will continue after, and survive, the end
                                 of my employment by Honeywell.



 


	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 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 


 

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	 	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, ideas, concepts, designs, patterns, processes, compounds, formulae, programs, devices, tools, compilations
of information, methods, techniques, and including information relating to any research, development, manufacture, purchasing,
engineering, know-how, business plans, sales or market methods, methods of doing business, 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 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” shall be defined as any separation
from employment with Honeywell regardless of the reason, including any and all voluntary and involuntary reasons for termination.
The termination date for purposes of this Agreement shall be the last day I actively perform services for Honeywell.



 





	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/ Krishna Mikkilineni	 	4/4/13	 
	KRISHNA MIKKILINENI	 	DATE	 


 

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SCHEDULE A


 


HAVE YOU MADE ANY INVENTIONS BEFORE THE TERM OF YOUR EMPLOYMENT
WITH HONEYWELL, IN WHICH YOU HAVE AN OWNERSHIP INTEREST AND 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.


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


[Attach additional sheets if more space is needed.]

 

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SCHEDULE B


 


DO YOU HAVE ANY PRIOR OBLIGATIONS (WRITTEN OR ORAL) WHICH WOULD RESTRICT
YOUR ABILITY TO PERFORM THE DUTIES OF YOUR EMPLOYMENT WITH HONEYWELL?


 


(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.


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


[Attach additional sheets if more space is needed.]

 

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HONEYWELL INTERNATIONAL


NONCOMPETE AGREEMENT FOR SENIOR


EXECUTIVES


 


In consideration of my transfer, promotion,
or hire into my role as a Senior Executive of the company, my employment, continued employment, compensation and the equipment,
materials, facilities and the Trade Secrets, Proprietary and Confidential Information supplied to me, I agree to the following:


 


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


 


I agree that, during
my employment and for a period of two (2) years following my Termination of Employment with Honeywell for any reason, I will not
become employed by, perform services for, or otherwise become associated with (as an employee, officer, director, principal, agent,
manager, partner, co-partner or consultant or any other individual or representative role) a Competing Business (as defined below).
This restriction shall apply to any Competing Business that conducts business in the same or substantially similar geographic area
in which any Honeywell business, for which I was employed or performed services in a job covered by this Program during the Look
Back Period, conducts business or plans to conduct business as of my Termination of Employment. I acknowledge (i) that Honeywell’s
business is conducted throughout the United States and around the world, (ii) notwithstanding the state of incorporation or principal
office of Honeywell, it is expected that Honeywell will have business activities and have valuable business relationships within
its industry throughout the United States and around the world, and (iii) as part of my responsibilities, I may be conducting business
throughout the United States and around the world in furtherance of Honeywell’s business and its relationships.


 


A “Competing Business”
shall mean any business, person, entity or group of business entities, regardless of whether organized as a corporation, partnership
(general or limited), joint venture, association or other organization, that (i) conducts or is planning to conduct a business


 

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


 


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


 


2.Reasonableness of Restrictions and Validity.
I agree that the terms of this Agreement are reasonable and do not impose a greater restraint than necessary to protect
Honeywell’s legitimate protectable business interests, including the protection of its Trade Secrets, Proprietary and
Confidential Information. It is the desire and intent of the parties hereto that the provisions of this Agreement shall be
enforced to the fullest extent legally-permissible. Accordingly, if any particular provision(s) of this Agreement shall be
adjudicated to be overbroad, invalid or unenforceable, the court may modify or sever such provision(s), such modification or
deletion to apply only with respect to the operation of such provision(s) in the particular jurisdiction in which such
adjudication is made. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be
held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and
reducing it so as to be enforceable to the extent compatible with the applicable law as it shall then appear. The remaining
provisions of this Agreement shall remain in full force and effect. I also agree that the parties shall request that a court
of competent jurisdiction not invalidate or ignore the terms of this Agreement, but instead honor this provision by
reforming


 

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


 


3. Remedies. I acknowledge
that a remedy at law for any breach or threatened breach of the provisions of this Agreement would be inadequate and
therefore agree that Honeywell shall be entitled to injunctive relief in case of any such breach or threatened breach. I
acknowledge and agree Honeywell may apply to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement, and that money damages would not be an adequate remedy for any breach of the provisions of this
Agreement. I acknowledge and agree that a violation of this Agreement would cause irreparable harm to Honeywell, and I
covenant that I will not assert in any proceeding that a violation or further violation of this Agreement: (i) will not
result in irreparable harm to Honeywell; or (ii) could be remedied adequately at law. Honeywell’s right to
injunctive relief shall be cumulative and in addition to any other remedies available at law or equity. In the event that a
court determines that I have breached or threatened to breach this Agreement, I agree to reimburse Honeywell for all
attorneys’ fees and costs incurred in enforcing the terms of this Agreement. However, nothing contained herein shall be
construed as prohibiting Honeywell from pursuing any other remedies available for any such breach or threatened breach
against me or my new employer, which may also include, but not be limited to, contract damages, lost profits and punitive
damages.


 


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


 


5. Binding Agreement, Amendment,
Successors. I acknowledge that the provisions of this Agreement are in addition to, and in no way intended to limit,
restrict or narrow any prior or existing employment or other agreement with Honeywell. This Agreement does not replace or
supersede any prior or existing employment or other agreement with Honeywell, but rather, shall be read in conjunction with
such prior or existing agreements and shall be interpreted in a manner to provide Honeywell the maximum protection provided
by all agreements I have with Honeywell. The terms of the restriction in Paragraph 1 and the other terms in this Agreement
are to be read consistent with the terms of any other noncompete or other agreements that I have executed with Honeywell;
provided, however, to the extent there is a conflict between/among such agreements, such agreements shall be construed as
providing the broadest possible protections to Honeywell, even if such construction would require provisions of more than one
such agreement to be given effect. No waiver of this Agreement will be effective unless it is in writing and signed by
Honeywell

 

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International’s Senior Vice President for Human Resources and
Communications or his/her designee. This Agreement may not be superseded or amended by any other agreement between myself and Honeywell
unless such agreement specifically and expressly states that it is intended to supersede this Agreement and is executed by Honeywell
International’s Senior Vice President for Human Resources and Communications or his/her designee. This Agreement binds my
heirs, executors, administrators, legal representatives and assigns and inures to the benefit of Honeywell and its successors and
assigns.


 


6. Acknowledgement of Receipt. I acknowledge that I received a copy of this Agreement prior to accepting my transfer,
promotion, or hire into my new role and that execution of this Agreement was an express condition of such transfer,
promotion, or hire.


 


7. Effectiveness of Agreement. This Agreement becomes effective when I sign it, the obligations under it continue throughout
the entire period of time I am employed by Honeywell, without regard to the business within Honeywell with which I am
associated and these obligations will continue after, and survive, the end of my employment with Honeywell.


 


8. Notice to
Future Employers. For the period of two (2) years immediately following the end of my employment with Honeywell, I will inform
each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of it.
Honeywell has the right to inform any future employer of the existence of this Agreement and to provide any future employers with
a copy of it.


 


9. Governing Law
and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey
without regard to its principles of conflicts of law. I hereby consent to the exclusive jurisdiction and venue in the federal
and state courts of the State of New Jersey, Morris County, for the resolution of all disputes arising under, or relating to,
this Agreement.


 


10. Additional Definitions.


 


“Honeywell”
collectively identifies Honeywell International Inc. (a Delaware corporation having a place of business at Columbia Road and Park
Avenue, Morris Township, Morris County, New Jersey), its predecessors, designees and successors and its past, present and future
operating companies, divisions, subsidiaries, affiliates and other business units, including businesses acquired by purchase of
assets, stock, merger or otherwise.


 


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


 


“Program”
refers to the noncompete initiative implemented by Honeywell requiring that employees occupying certain jobs in Salary Bands 5
– 7 (Senior Executives) execute this noncompete Agreement.


 


“Trade Secrets,
Proprietary and Confidential Information” means information which is not generally known in the industry in which Honeywell
International is engaged, which may be disclosed to me or which I may learn, observe, discover or otherwise acquire during, or
as a result


 


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of, my employment by Honeywell and which
includes, without limitation, any information, whether patentable, patented or not, relating to any existing or contemplated products,
inventions, services, technology, ideas, concepts, designs, patterns, processes, compounds, formulae, programs, devices, tools,
compilations of information, methods, techniques, and including information relating to any research, development, manufacture,
purchasing, engineering, know-how, business plans, sales or market methods, methods of doing business, business systems, strategic
plans, plans for acquisition or disposition of products, expansion plans, financial status and plans, financial data, personnel
information, customer lists or data, customer usages or requirements, or supplier information, which is owned or licensed by Honeywell
International or held by Honeywell International in confidence.


 


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


 


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


 


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


 


	 	KRISHNA MIKKILINENI
	Signature:  /s/ Krishna Mikkilineni	Honeywell Executive Name


 


Date: 4/4/13


 





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ADDENDUM TO

HONEYWELL INTERNATIONAL INC.

NONCOMPETE AGREEMENT FOR SENIOR EXECUTIVES


 


Krishna Mikkilineni

EMPLOYED AS Senior Vice President, Engineering,

Operations and Information Technology


 


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


 


Based on your current role and responsibilities
with Honeywell as Senior Vice President, Engineering, Operations and Information Technology, the following companies are
considered key competitors for your job, and therefore, fall within the definition of a Competing Business as that term is used
in your Noncompete Agreement:


 


General Electric, United Technologies,
Rockwell Collins, Lockheed Martin, Northrop Grumman, Garmin, Thales, Williams, Emerson, Invensys, Johnson Controls, Schneider Electric,
Siemens, Yamatake, Ingersoll Rand, Rockwell Automation, Bosch, Mine Safety Appliances, 3M, Tyco, ABB, Yokogawa, Philips, Intermec
Technologies, Motorola Solutions (Symbol), Arkema, Axens, BASF, DSM, Dupont, Shell/Criterion, Albermarle, Sinopec, Chevron Lummus
Global, Solvay Fluor, Celanese, Borg-Warner, Holset, IHI, MHI, Bosch-Mahle JV, SchaefflerContinental, Voight, APB, Cummins, Behr,
Modine, Valeo, Advics, Akebono, Continental, Federal-Mogul, ITT Corp., JBI, Nisshinbo, TMD Friction, TRW, Saxid, Affina, Centric


 


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


 





	IP Agreement – US-NC	Page 6 of 6	Revised 09-15-2012