Exhibit 10.1


 


 


 



	David M. Cote	Honeywell	973 455-6768
	Chairman and	P.O. Box 3000	973 455-4002 Fax
	Chief Executive Officer	Morristown, NJ 07962-2496	dave.cote@honeywell.com


 



February 24, 2012


 


Darius Adamczyk


11729 Egrets Point Drive


Charlotte, NC 28278


 


Dear Darius:


 


I am pleased to confirm your promotion to President
of Honeywell Process Solutions (Band 6), located in either Bracknell, U.K. or Houston Texas, reporting to Roger Fradin. Your promotion
will be effective on the date (which date will be within the next ninety (90) days) mutually agreed upon between you and Roger,
in writing (the “Effective Date”).


 


COMPENSATION 


 


Base Salary: As of the Effective Date,
your annual base salary will be increased to $525,000.00. Base salary reviews occur annually and any adjustments are generally
at the end of the first quarter of the calendar year. Adjustments are based on your performance and other relevant factors. You
will next be eligible for a merit increase in March 2013.


 


Annual Incentive Compensation: As of
the Effective Date, your target incentive compensation opportunity will be increased to 60% of your annual cash base salary earnings
during the year. Incentive compensation awards are paid in the first quarter of the following year. For 2012, your incentive compensation
shall be pro-rated to reflect the portion of the year that your incentive target was 60% versus 50%.


 


Long Term Incentive Awards: You will
continue to be eligible for annual long-term incentive awards consisting of stock options, restricted stock units, or cash awards,
or some combination thereof, as determined by the Company in its discretion. The actual grant sizes, if any, will be determined
by your performance and future career potential with Honeywell. The terms of all long-term incentive awards are governed by the
terms of the applicable stock plan and the relevant award agreements.


 


OTHER EXECUTIVE BENEFITS 


 


You will continue to be entitled to the following
Executive Benefits:


		•	Vacation: You will be eligible for four (4) weeks’ vacation.



		•	Excess Liability Insurance: Honeywell will pay the annual premium for an Excess Liability
Insurance policy that provides $5,000,000 of coverage per occurrence.



		•	Executive Severance: You will be covered under the Severance Pay Plan for Designated Employees
of Honeywell International Inc. (Career Band 6) (the “Severance Plan”). Under the current terms of the Severance Plan,
Honeywell will provide you with 12 months of base salary continuation if your employment is involuntary terminated (other than
for “Cause,” as defined under the Severance Plan). You will be required to execute a release of claims in favor of
Honeywell and its affiliates, 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.



		•	Flexible Perquisite Allowance: Honeywell provides a $25,000 Flexible Perquisite Allowance
that is paid in installments at the beginning of each quarter.




    	 



    	



    


Darius Adamczyk


February 24, 2012


Page 2


 


SPECIAL CONSIDERATION 


 


You shall also be entitled to the following
special long term incentive grants. However, because all equity grants made in the first quarter of 2012 are subject to the review
and approval of the Management Development and Compensation Committee of the Board of Directors (“MDCC”) at a meeting
currently scheduled for February 29, 2012, these terms and conditions shall not be deemed final until the MDCC approves them on
such date. Moreover, if you have not accepted this offer by February 28, 2012, neither the stock option nor the restricted unit
grants detailed below shall be made unless, or until, the MDCC approves such grants at its next regularly scheduled meeting, in
which case that approval date, rather than February 29, 2012, shall be the grant date for all purposes.


 


		1.	Restricted Units. You shall receive a grant of one hundred thousand (100,000) restricted
units (“Special Grant RUs”). These Special Grant RUs shall be in lieu of your annual 2012 restricted unit grant and
shall vest in one third increments on the third, fifth and seventh anniversaries of their grant date.



		2.	Stock Options. You shall receive a grant of one hundred thousand (100,000) stock options
(“Special Option Grant”). This Special Option Grant shall be in lieu of your annual 2012 stock option grant. Options
granted under the Special Option Grant shall vest ratably (25% per year) on the first, second, third and fourth anniversaries of
their grant date.



		3.	Growth Plan Units. You shall receive seven thousand (7,000) growth plan units (“GPUs”)
for the 2012-2013 performance cycle. This GPU grant will be in lieu of any other grant for the 2012-2013 performance cycle.



 


In the event you are terminated involuntarily
other than for Cause (as that term is defined in the 2011 Stock Incentive Plan), you shall be entitled to vest, immediately as
of your last day of employment, in the next tranche of restricted units and stock options granted under the Special Grant RUs and
Special Option Grant, respectively.


 


RELOCATION 


 


As part of your offer, you are eligible for
the relocation program that applies to the circumstances of your particular situation (i.e., either an expatriate assignment or
a domestic relocation). The details of the applicable program, including provisions related to tax gross-ups, tax equalization,
clawbacks for voluntary termination, etc., will be forthcoming when the location of your position has been agreed upon.


 


In addition, however, an exception to policy
has been granted should you experience a loss on sale of your primary residence based on current market conditions. This loss on
sale will be allocated 100% to Honeywell (rather than the $20,000.00 standard policy amount). Should you elect to leave Honeywell
prior to the first/second anniversary of the Effective Date, you will be required to reimburse Honeywell 100%/70% of the actual
amount reimbursed hereunder, including any tax gross-ups.


 


PENSION PROVISION 


 


As of the Effective Date, you will become
eligible to participate in the Honeywell Retirement Earnings Plan (“REP”), which provides a benefit, expressed as an
immediate lump sum, equal to 6% of final average pay times years of service. You can consult the REP’s Summary Plan Description
for further details.





    	 



    	



    

Darius Adamczyk


February 24, 2012


Page 3


 


In addition, you shall be eligible for a supplemental
benefit (“SERP”) in an amount equal to the benefit to which you would have been entitled (A)(i) had you commenced participation
in the REP as of July 2, 2008, and (ii) if the IRS limitations on benefits and compensation did not apply, offset by (B) your actual
earned REP benefit.


 


INTELLECTUAL PROPERTY AGREEMENTS 


 


As a condition of the employment offer described
herein, you are required to execute the enclosed copies of (i) Honeywell’s “Employee Agreement Relating to Trade Secrets,
Proprietary and Confidential Information” (the “IP Agreement”), and (ii) Honeywell’s Noncompete Agreement
for Senior Executives, along with the Addendum thereto (“Noncompete Agreement”).


 


OFFER ACCEPTANCE 


 


Please indicate your acceptance of this offer
by signing this letter in the space provided and returning it, along with an executed copy of the IP Agreement and Noncompete Agreement,
to Mark James.


 


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.


 


Darius, I very much look forward to continue
working with you as we grow the business.


 


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


 


Congratulations,


 


 


 


Dave Cote


Chairman and CEO


Honeywell International Inc.


 


Read and Accepted:


 


	/s/ Darius Adamczyk	 	Feb. 27, 2012	 
	Signature	 	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.