Exhibit 10.6


 


HONEYWELL INTERNATIONAL INC. SEVERANCE
PLAN


FOR DESIGNATED OFFICERS


 


Amended and Restated


Effective as of


January 1, 2014



    	 



    	



    


GENERAL PROVISIONS


 


		1.	Purpose and Scope



 


The purpose of the Honeywell
International Inc. Severance Plan for Designated Officers (the “Plan”) is to provide severance related benefits to
select eligible employees of Honeywell International Inc. and its participating divisions, subsidiaries and affiliates who are
employed in a position that is designated as being an officer of Honeywell by the Board and whose employment relationship is involuntarily
terminated at the initiative of the Company for reasons other than Cause and who are thereafter, as a result of such termination,
no longer employed by the Company or any successor thereto.


 


This Plan is intended
to be an unfunded “welfare benefit plan” within the meaning of Section 3(1) of ERISA and is being maintained as a “top
hat” plan for a select group of management or highly compensated employees.


 


The terms of this Plan
are intended to, and shall be interpreted so as to, comply in all respects with the provisions of Section 409A of the Code, and
the regulations and rulings promulgated thereunder (collectively, “Code Section 409A”) and, if necessary, any provision
of the Plan shall be held null and void to the extent such provision (or any part thereof) fails to comply with Code Section 409A.


 


This Plan is comprised
of Part I--Provisions Prior to a Change in Control, and Part II--Special Provisions That Become Effective Only Upon a Change in
Control.


 


		2.	Effective Date



 


The Plan was originally
established by Allied Corporation on March 31, 1983. The Plan has been amended and restated by AlliedSignal Inc. and its successor,
Honeywell International Inc., as of April 25, 1988, January 1, 1990, April 29, 1991, January 1, 1994, May 1, 1999, December 20,
2001, and January 1, 2009. The Plan is hereby amended and restated effective as of January 1, 2014, with respect to Participants
whose employment is terminated by the Company on or after such date.


 


PART I


PROVISIONS PRIOR TO A CHANGE IN CONTROL


 


		3.	Definitions



 


As used throughout the Plan unless otherwise
clearly or necessarily indicated by context:


 


(a) “Annual
Base Salary” means an amount equal to the product of (i) Base Salary, and (ii) twelve (12).


 


(b) “Annual
Incentive Compensation” means, except as provided in Section 23(a), an amount equal to the product of the Participant’s
(i) Incentive Award Target Percentage for the calendar year in which Participant’s Covered Termination occurs, and (ii) Annual
Base Salary.


 


(c) “Base
Salary” means the highest monthly base salary payable to a Participant during the thirty-six (36) month period preceding
a Covered Termination.



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(d)
“Board” means Honeywell’s Board of Directors.




 


(e) “Cause”
means any of the following: (i) clear and convincing evidence of a significant violation of the Company’s Code of Business
Conduct; (ii) the misappropriation, embezzlement or willful destruction of Company property of significant value; (iii)(A) the
willful failure to perform, (B) gross negligence in the performance of, or (C) intentional misconduct in the performance of, significant
duties that results in material harm to the business of the Company; (iv) the conviction (treating a nolo contendere plea as a
conviction) of a felony (whether or not any right to appeal has been or may be exercised); (v) the failure to cooperate fully in
a Company investigation or the failure to be fully truthful when providing evidence or testimony in such investigation; or (vi)
clear and convincing evidence of the willful falsification of any financial records of the Company that are used in compiling the
Company’s financial statements or related disclosures, with the intent of violating Generally Accepted Accounting Principles
or, if applicable, International Financial Reporting Standards. In the case of a determination under Part I of the Plan, Cause
shall be determined by the Chief Executive Officer of the Company, with the concurrence of the Board and with the advice of the
Company’s functional leaders with expertise in such matters.


 


(f) “Change
in Control” is deemed to occur at the time (i) when any entity, person or group (other than the Company or any savings,
pension or other benefit plan maintained for the benefit of the Company’s employees) that theretofore beneficially owned
less than 30% of the Common Stock then outstanding, acquires shares of Common Stock in a transaction, or series of transactions,
which results in such entity, person or group, directly or indirectly, owning beneficially 30% or more of the outstanding Common
Stock, (ii) of the purchase of shares of Common Stock pursuant to a tender offer or exchange offer (other than an offer by Honeywell)
for all, or any part of, the Common Stock, (iii) of a merger in which Honeywell will not survive as an independent, publicly owned
corporation, (iv) of a consolidation, or a sale, exchange or other disposition of all or substantially all of Honeywell’s
assets, (v) of a substantial change in the composition of the Board during any period of two consecutive years, such that individuals
who, at the beginning of such period, were members of the Board cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the shareowners of Honeywell, of each new director was approved by a vote
of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or (vi) of any
transaction or other event which the Management Development and Compensation Committee of the Board, in its discretion, determines
to be a Change in Control for purposes of this Plan.


 


(g) “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(h) “Common
Stock” means the common stock of Honeywell or such other stock into which the common stock may be changed as a result
of split-ups, recapitalizations, reclassifications and any similar transaction.


 


(i) “Company”
means Honeywell and its subsidiaries and affiliated entities, as well as their respective successors.


 


(j) “Covered
Termination” means, except as provided in Section 23(b), a termination event giving rise to Severance Benefits under
this Plan, as detailed in Section 7 hereof.


 


(k) “Determination
Year” means the calendar year with respect to which performance is measured for purposes of determining the amount of
a Participant’s Incentive Award.



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(l) “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with applicable final regulations
thereunder.


 


(m) “Honeywell”
means Honeywell International Inc., a Delaware corporation.


 


(n) “Incentive
Award” means the short-term incentive compensation award payable and determined pursuant to the Company’s short-term
incentive compensation plan, and shall not include any other performance or incentive award.


 


(o) “Incentive
Award Target Percentage” means the Participant’s short-term incentive compensation target percentage, as maintained
in the Company’s executive compensation records.


 


(p) “Last
Day of Active Employment” means a Participant’s final day of employment with the Company (typically the day prior
to the date the Participant would be eligible to commence the receipt of Severance Benefits), and shall be the date on which the
Participant’s active employment with the Company is severed within the meaning of Code Section 409A.


 


(q) “Medical
Leave of Absence” means an absence from active employment due to a Participant’s inability to perform the functions
of his or her job, provided that during such absence the Participant (i) is receiving short-term disability benefits, (ii) is receiving
long-term disability benefits, (iii) is on a medical leave of absence granted by the Company, or (iv) any combination of (i)-(iii).


 


(r) “Participant”
means a Direct Report Officer Participant or a Non-Direct Report Officer Participant.


 


(i) “Direct
Report Officer Participant” means an individual who is designated as an officer of Honeywell by the Board, and
who is in a direct reporting relationship to Honeywell’s Chief Executive Officer.


 


(ii) “Non-Direct
Report Officer Participant” means an individual who is designated as an officer of Honeywell by the Board, but
who is not in a direct reporting relationship to Honeywell’s Chief Executive Officer.


 


(s) “Pay
Continuation” means the component of the Severance Benefit described in Section 5(a)(i).


 


(t) “Plan
Administrator” means the person defined in Section 10(a).


 


(u) “Pro
Rata Factor” means (i) for the Determination Year in which a Covered Termination occurs, a fraction the numerator of
which is equal to the number of calendar months which have elapsed from the first day of the calendar month following the Covered
Termination through December 31st of the Determination Year, and the denominator of which is twelve, and (ii) for any
subsequent Determination Year, a fraction the numerator of which is equal to the Severance Pay Factor, reduced by the number of
calendar months which have elapsed from the first day of the calendar month following the Covered Termination through December
31st of the year preceding



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the
Determination Year, and the denominator of which is twelve; provided, however, that the Pro Rata Factor shall never be greater
than 1.0.


 


(v) “Prorated
Annual Incentive Compensation” means the component of the Severance Benefit described in Section 5(a)(ii).


 


(w) “Release”
has the meaning set forth in Section 5(b) of the Plan.


 


(x) “Severance
Benefit” means the severance benefit described in Section 5(a) of the Plan.


 


(y) “Severance
Pay Factor” means, with respect to any Participant, the number of months of Pay Continuation to which a Participant is
entitled as specified in Section 5(a)(i).


 


(z) “Severance
Period” means the period during which a Participant is receiving Pay Continuation or, but for a lump sum payment of Pay
Continuation benefits after a Change in Control in accordance with Section 25(a), would be receiving Pay Continuation.


 


		4.	Participation



 


A Participant shall continue
to be eligible for Severance Benefits under this Plan until the earlier of (i) the date the employment relationship with the Company
is severed for reasons other than a Covered Termination, or (ii) the date the Participant ceases to satisfy the definition of Participant
hereunder; provided, however, any Participant who ceases to satisfy the definition of Participant hereunder on or after
a Change in Control shall nevertheless continue to be a Participant in the Plan. A Participant who is at any time the subject of
a Covered Termination shall continue to be a Participant until all of the benefits to which he or she is entitled under the Plan,
if any, have been paid.


 


		5.	Amount and Payment of Severance Benefits



 


(a) Eligibility
for Benefits. Subject to subparagraphs (b) – (e) below, a Participant who is the subject of a Covered Termination shall
receive the benefits described in this subparagraph (a).


 


(i) Pay
Continuation.


 


(A) A Direct Report
Officer Participant shall receive a benefit in an amount equal to eighteen (18) months of Base Salary or, following a Change in
Control, twenty (24) months of Base Salary.


 


(B) A Non-Direct
Report Officer Participant shall receive a benefit in an amount equal to nine (9) months of Base Salary.


 


(ii) Prorated
Annual Incentive Compensation. During the Severance Period, a Direct Report Officer Participant shall receive an amount equal
to his or her Annual Incentive Compensation multiplied by the applicable Pro Rata Factor. No Prorated Annual Incentive Compensation
shall be payable for any Determination Year with respect to which the Pro Rata Factor is less than or equal to zero.



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(iii) Benefit
Continuation. To the extent otherwise provided in the applicable plan documents and policies, Participants shall be eligible
to continue their employee benefits during the Severance Period at active employee coverage levels and active employee contribution
rates, if any.


 


(b) Benefits Conditioned
on Release. Notwithstanding anything in this Section 5 to the contrary, all benefits under this Plan (except benefits provided
pursuant to Part II) shall be provided in consideration for, and conditioned upon, (i) the execution and non-revocation of a release
by the Participant of all claims, known or unknown, arising on or before the date of the release against the Company and its officers,
directors and employees in the form and manner prescribed by the Company (which release may include cooperation, nondisclosure,
non-competition, non-disparagement and confidentiality covenants) (the “Release”), (ii) the affirmation or initial
agreement (as the case may be), in a form and manner prescribed by the Company, of the Participant’s obligations under confidentiality,
non-solicitation and intellectual property covenants in favor of the Company (which affirmation/initial agreement may be made part
of the Release), (iii) the execution of a non-competition agreement by the Participant in favor of the Company in a form and manner
prescribed by the Company (which non-competition agreement may be made part of the Release), (iv) the repayment of any amounts
due to the Company, and (iv) the return by the Participant to the Company of all property of the Company, including any and all
trade secrets, proprietary and confidential information in the Participant’s possession, custody or control.


 


A Participant must execute all required
documents, including the Release, not later than sixty (60) days after the Participant’s Last Day of Active Employment. If
a Participant fails to execute such documents within the required time period, the Participant shall not be entitled to receive
Severance Benefits under this Plan.


 


Notwithstanding anything herein to the
contrary, if the period during which a Participant has to sign and revoke the Release begins in one taxable year of the Participant
and ends in the Participant’s subsequent taxable year, any amounts payable under the Plan will commence in the subsequent
taxable year.


 


(c) Suspension
of Benefits. The Company may, in its sole discretion, terminate or suspend all Plan benefits upon learning, or having good
reason to believe, that the Participant has violated the conditions and covenants described in Section 5(b). In such case, any
consideration received by a Participant prior to the date of such cessation or suspension of Plan benefits shall be considered
adequate consideration for the Release and other covenants hereunder. The Company’s right to suspend or terminate Plan benefits
hereunder shall not preclude the Company from pursuing other remedies for such violations, including, without limitation, seeking
injunctive relief.


 


(d) Nonduplication
of Benefits. Any benefit determined to be payable to a Participant under this Plan shall, subject to and consistent with Code
Section 409A, be reduced by the amount of any similar severance, redundancy or employment termination benefit payable to the Participant
under (i) any other severance plan sponsored or funded by the Company, (ii) any agreement between the Company and the Participant,
whether oral or written, express or implied, relating to termination related benefits, or (iii) any statutory or court mandated
entitlement (including entitlements under foreign law), regardless of whether the benefit determined under such other plan, agreement,
statutory or court mandated entitlement is payable at an earlier or a later date than payments under the Plan, it being the intention
of this subparagraph (d) to protect the Company from the payment of duplicative severance, redundancy or employment termination
benefits.



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(e) Grandfathered
Benefits. Notwithstanding anything in subsection 5(a) above to the contrary, any Participant who was a Participant in the Plan
on December 31, 2013 shall receive Severance Benefits hereunder as determined under subsection 5(a) above or subsection 5(a) of
the Plan as it existed on December 31, 2013, if greater.


 


		6.	Form and Timing of Benefit Payments



 


Except as provided in Section 25, any Pay
Continuation shall be paid in substantially equal periodic installments corresponding to the Participant’s normal payroll
period commencing after the Participant’s Last Day of Active Employment. Any Prorated Annual Incentive Compensation shall
be paid annually in accordance with the Company’s normal practices with respect to the payment of incentive compensation
awards. Notwithstanding the foregoing, the Company may, at its sole discretion, delay the commencement of Severance Benefits until
the Participant has executed a Release and the time period for revoking such Release, if applicable, has expired. In such case,
the Company shall commence Severance Benefits upon the receipt of the Release or the expiration of the revocation period, as applicable,
and any arrearages paid as part of the next payroll period.


 


Payment of Severance Benefits shall cease
in the event a Participant (i) accepts re-employment with the Company, or (ii) commences the receipt of his or her pension benefits
from a Company-sponsored defined benefit pension plan.


 


		7.	Covered Terminations



 


In order to be eligible for Severance Benefits
under Section 5, a Participant must be the subject of a Covered Termination. A Covered Termination generally means an involuntary
termination of employment initiated by the Company. In no event, however, shall the following events constitute a Covered Termination:


 


(a) an involuntary
termination for Cause;


 


(b) the death of
a Participant during active employment;


 


(c) the Participant’s
failure to timely return to work upon expiration of an authorized leave of absence. Such a Participant will be treated as having
voluntarily resigned from the Company;


 


(d) a termination
of employment initiated as a result of a Participant’s refusal to accept a transfer to another Company location; provided,
however, a Participant whose employment is terminated within two (2) years following a Change in Control solely as a result of
his or her refusal to transfer to another Company location that is more than 50 miles from his or her work location immediately
prior to a Change in Control shall be treated as having been subject to a Covered Termination;


 


(e) in the case of
a sale or other disposition of the Participant’s subsidiary, division or other business unit or operation, a termination
of employment initiated as a result of a Participant’s refusal to accept an offer of employment with the successor entity;
provided, however, in such case a Covered Termination shall be deemed to have occurred only if the Participant is not offered substantially
comparable employment with the successor entity, as determined by the Plan



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Administrator,
in its sole discretion. Notwithstanding the preceding sentence, a Participant whose employment is terminated within two (2) years
following a Change in Control solely as a result of his or her refusal to accept employment with the successor entity at a location
that is more than 50 miles from his or her work location immediately prior to a Change in Control shall be treated as having been
subject to a Covered Termination; or


 


(f) if the Participant
does not return to active employment within eighteen (18) months of commencing a Medical Leave of Absence; provided, however, if
a Participant is medically cleared to return to work (with documentation reasonably acceptable to the Company) before the conclusion
of such eighteen (18) month period and is ready and willing to do so but does not return to active employment because (i) no comparable
job for which the Participant is qualified is available, or (ii) such Participant is unable to locate another comparable Company
position within thirty (30) days following his or her return to work, then such Participant shall be treated as having been subject
to a Covered Termination.


 


		8.	Forfeiture of Benefits



 


Notwithstanding anything in the Plan to
the contrary and except as provided in Section 25(c), the Company reserves the right in its sole and absolute discretion to cancel
all benefits under this Plan in the event a Participant engages in any activity that the Company considers detrimental to its interests,
as determined by Honeywell’s Senior Vice President and General Counsel or Senior Vice President, Human Resources and Communications,
or their delegees. Activities that the Company considers detrimental to its interests include, but are not limited to:


 


(a) any effort on
the part of a Participant, either directly or indirectly, to recruit or solicit employees of the Company for employment with another
company without the written approval of Honeywell;


 


(b) any effort on
the part of a Participant, either directly or indirectly, to recruit or solicit customers of the Company;


 


(c) the disclosure
of any Company confidential or proprietary information, or the breach of any obligations under the Participant’s agreements
relating to intellectual property and confidential information;


 


(d) any intentional
misconduct substantially damaging to the property or business of the Company;


 


(e) the commission
of a 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;


 


(f) knowingly making
false or misleading statements about the Company or its products, officers or employees to competitors or customers or potential
customers of the Company, or to current or former employees of the Company;


 


(g) a Participant’s
holding himself or herself out as an active employee of the Company; or



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(h) breaching any
of the terms of the Release.


 


		9.	Payment of Benefits Upon Death



 


If a Participant dies after signing and
returning the Release, without revoking the Release, and before all Severance Benefits have been paid, the balance of such payments
will be paid to the Participant’s estate in a lump sum within sixty (60) days following the Participant’s death.


 


		10.	Administration



 


(a) Plan Administration.
Except as provided in Section 26, the Plan shall be administered by the Plan Administrator, who shall have the powers and authorities
as described in this Section 10. The Plan Administrator shall be the Company’s Senior Vice President, Human Resources and
Communications, or his designee.


 


The Plan Administrator shall serve without
additional compensation. The Plan Administrator shall keep or cause to be kept such records and shall prepare or cause to be prepared
such returns or reports as may be required by law or necessary for the proper administration of the Plan.


 


(b) Powers and
Duties of Plan Administrator. The Plan Administrator shall have the full discretionary power and authority to (i) construe
and interpret the Plan (including, without limitation, supplying omissions from, correcting deficiencies in, or resolving inconsistencies
or ambiguities in, the language of the Plan); (ii) determine all questions of fact arising under the Plan, including questions
as to eligibility for and the amount of benefits; (iii) establish such rules and regulations (consistent with the terms of the
Plan) as it deems necessary or appropriate for administration of the Plan; (iv) delegate responsibilities to others to assist it
in administering the Plan; and (v) perform all other acts it believes reasonable and proper in connection with the administration
of the Plan. The Plan Administrator shall be entitled to rely on the records of the Company in determining any Participant’s
entitlement to, and the amount of, Severance Benefits under the Plan. Any determination of the Plan Administrator, including interpretations
of the Plan and determinations of questions of fact, shall be final and binding on all parties.


 


The Plan Administrator may retain attorneys,
consultants, accountants or other persons (who may be employees of the Company) to render advice and assistance and may delegate
any of the authorities conferred on it under this Plan to such persons as it shall determine to be necessary to effect the discharge
of its duties hereunder. The Plan Administrator, the Company and its officers and directors shall be entitled to rely upon the
advice, opinions and determinations of any such persons. Any exercise of the authorities set forth in this Section 10, whether
by the Plan Administrator or his delegee, shall be final and binding upon the Company and all Participants.


 


(c) Additional
Discretionary Authority. The Plan Administrator may, in his sole and absolute discretion, waive the requirement that a Participant
execute a Release or confidentiality, non-competition, non-disparagement, non-solicitation and intellectual property covenants
in order to receive Severance Benefits.


 


(d) Indemnification.
To the extent permitted by law, the Company shall indemnify the Plan Administrator from all claims for liability, loss, or damage
(including payment of expenses in connection with defense against such claims) arising from any act or failure to act in connection
with the Plan.



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		11.	Claims and Appeals Procedures



 


Except as provided in
Section 26, the Plan’s benefit claims and appeals procedures shall be as follows:


 


(a) Any request or
claim for Plan benefits shall be deemed to be filed when a written request is made by the claimant or the claimant’s authorized
representative that is reasonably calculated to bring the claim to the attention of the Plan Administrator.


 


(b) The Plan Administrator,
or his designee, shall respond, in writing, to any claimant’s claim for benefits under the Plan. Such response shall be provided
within 90 days of its receipt by the Plan Administrator or, if special circumstances require and the claimant is so notified, in
writing, before the expiration of the initial 90-day period, within 180 days of its receipt by the Plan Administrator. If the extension
is necessary because the claimant has failed to submit the information necessary to decide the claim, the Plan Administrator’s
period for responding to such claim shall be tolled until the date that the claimant responds to the request for additional information.
The response shall be written in a manner calculated to be understood by the claimant and shall, in the case of an adverse benefit
determination:


 


(i) set forth the
specific reasons for the adverse benefit determination;


 


(ii) contain specific
references to Plan provisions relative to the adverse benefit determination;


 


(iii) describe any
material and information, if any, necessary for the claim for benefits to be perfected, and an explanation of why such material
or information is necessary; and


 


(iv) advise the claimant
that any appeal of an adverse benefit determination must be made, in writing, to the Plan Administrator within 60 days after receipt
of such adverse benefit determination, and must set forth the facts upon which the appeal is based.


 


(c) If the claimant
fails to appeal the Plan Administrator’s adverse benefit determination, in writing, within 60 days after its receipt by the
claimant (or within 60 days after a deemed denial of the claim), the Plan Administrator’s determination shall become final
and conclusive.


 


(d) If the claimant
appeals the Plan Administrator’s adverse benefit determination in a timely fashion, the Plan Administrator shall re-examine
all issues relevant to the original denial of benefits. Any such claimant or his or her duly authorized representative may review
any pertinent documents and records, including documents and records that were relied upon in making the benefit determination,
documents submitted, considered or generated in the course of making the benefit determination (even if such documents were not
relied upon in making the benefit determination), and documents that demonstrate compliance, in making the benefit determination,
with the Plan’s required administrative processes and safeguards. In addition, the claimant or his duly authorized representative
may submit, in writing, any documents, records, comments or other information relating to such claim for benefits. In the course
of his review, the Plan Administrator shall take into account all comments, documents, records and other information submitted
by the claimant or his duly authorized representative relating to such claim, regardless of whether it was submitted or considered
as part of the initial benefit determination.



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(e) The Plan Administrator
shall advise the claimant and such claimant’s representative, in writing, of its decision within 60 days of receipt of the
written appeal, unless special circumstances require an extension of such 60-day period for not more than an additional 60 days.
Where such extension is necessary, the claimant shall be given written notice of the delay before the expiration of the initial
60-day period, which notice shall set forth the reasons for the delay and the date the Plan Administrator expects to render its
decision. In the event of an adverse benefit determination on appeal, the Plan Administrator shall advise the claimant, in a manner
calculated to be understood by the claimant, of (i) the specific reasons for the adverse benefit determination, and (ii) the specific
Plan provisions on which the adverse benefit determination was based. The Plan Administrator’s written notice will advise
the claimant of his or her right to receive, upon request and free of charge, copies of all documents, records and other information
relevant to such claim.


 


(f) In the event
of an adverse benefit determination after the Plan Administrator’s review, the claimant’s sole remedy shall be to file
an action in court.


 


The Plan’s claims procedures do not
create any independent rights to Plan benefits. A current or former Participant who files a claim for Plan benefits must satisfy
all Plan requirements, including the requirements of Section 5(b), in order to be entitled to benefits.


 


Any request or claim for Plan benefits
must be filed in writing with the Plan Administrator within sixty (60) days after the current or former Participant knew or should
have known of his/her potential right to Plan benefits. In no event will any claim be considered timely if it is filed more than
one hundred eighty (180) days after the date a current or former Participant’s employment with the Company is terminated.
Requests or claims submitted more than sixty (60) days after a current or former Participant knew or should have know of his/her
potential right to Plan benefits or one-hundred eighty (180) days after the date his/her employment with the Company is terminated,
are deemed waived by the claimant and considered time-barred.


 


		12.	Time Period for Filing a Claim or a Lawsuit Against
the Plan, the Company or Plan Fiduciaries



 


(a) Any claim for
Severance Benefits under the Plan must be filed with the Plan Administrator within six (6) months of an event that allegedly gives
rise to the payment of such Severance Benefits.


 


(b) Any lawsuit against
the Plan, the Company, the Plan Administrator, or any other Plan fiduciary, must be filed no later than the six (6) month anniversary
of the following, as applicable: (i) the date the claim or appeal is denied by the Plan Administrator, or (ii) the date the claimant
knows, or should reasonably know, that the claim has been, or is treated as being, denied (e.g., if the claim, or the appeal in
the case of an adverse benefit determination, is not denied within the time limits described in Section 11 above).


 


		13.	Unfunded Obligation



 


All benefits payable under this Plan shall
constitute an unfunded obligation of the Company. Payments shall be made, as due, from the general funds of the Company. This Plan
shall constitute solely an unsecured promise by the Company to pay severance benefits to Participants to the extent provided herein.



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		14.	Inalienability of Benefits



 


No Participant shall have the power to
transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable under this Plan; nor shall any such
rights or amounts payable under this Plan be subject to seizure, attachment, execution, garnishment or other legal or equitable
process, or for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in
the event of bankruptcy, insolvency, or otherwise. In the event a person who is receiving or is entitled to receive benefits under
the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject such right to such process,
such assignment, transfer or disposition shall be null and void.


 


		15.	Withholding



 


The Company shall have the right to withhold
any taxes required to be withheld with respect to any benefits due under this Plan.


 


		16.	Amendment or Termination



 


Except to the extent otherwise provided
in Section 27, Honeywell reserves the right to amend or terminate the Plan at any time without prior notice to or the consent of
any employee. No amendment or termination shall adversely affect the rights of any Participant whose employment terminated prior
to such amendment or termination. However, except as provided in Section 27, any Participant whose employment continues after amendment
of the Plan shall be governed by the terms of the Plan as so amended. Any Participant whose employment continues after termination
of the Plan shall have no right to a benefit under the Plan. Any amendment or termination of the Plan must comply with all applicable
legal requirements including, without limitation, compliance with Code Section 409A, securities, tax or other laws, rules, regulations
or regulatory interpretations thereof that apply to the Plan.


 


		17.	Plan Not a Contract of Employment



 


Nothing contained in this Plan shall give
an employee the right to be retained in the employment of the Company. This Plan is not a contract of employment between the Company
and any employee.


 


		18.	Action by the Company



 


Unless expressly indicated to the contrary
herein, any action required to be taken by an entity may be taken by action of its governing body or by any appropriate officer
or officers traditionally responsible for such determination or actions, or such other individual or individuals as may be designated
by such governing body, officer or employee.


 


		19.	Governing Law



 


The Plan is an employee welfare benefit
plan within the meaning of Section 3(1) of ERISA, and will be construed in accordance with the provisions of ERISA and the laws
of the State of New Jersey.



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		20.	Severability



 


If any provision of this Plan (other than
Section 5(b)) shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts
of this Plan, but this Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.
If Section 5(b) shall be held illegal or invalid for any reason, said illegality or invalidity shall nullify the remainder of this
Plan with respect to the affected Participants.


 


		21.	Code Section 409A



 


(a) Notwithstanding
any provision of the Plan to the contrary, if required by Code Section 409A and if a Participant is a “Specified Employee”
(as defined below), no benefits shall be paid under this Plan during the “Postponement Period” (as defined below).
If a Participant is a Specified Employee and payment of benefits is required to be delayed for the Postponement Period under Code
Section 409A, the accumulated amounts withheld on account of Code Section 409A shall be paid in a lump sum payment within 30 days
after the end of the Postponement Period and no interest or other adjustment shall be made for the delayed payment. If the Participant
dies during the Postponement Period prior to the payment of benefits, the amounts withheld on account of Code Section 409A shall
be paid to the Participant’s estate within sixty (60) days after the Participant’s death.


 


(b) This Plan is
intended to meet the requirements of the “short-term deferral” exception, the “separation pay” exception
and other exceptions under Code Section 409A. Notwithstanding anything in the Plan to the contrary, if required by Code Section
409A, payments may only be made under this Plan upon an event and in a manner permitted by Code Section 409A, to the extent applicable.
For purposes of Code Section 409A, the right to a series of payments under the Plan shall be treated as a right to a series of
separate payments. All reimbursements and in-kind benefits provided under the Plan shall be made or provided in accordance with
the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses
eligible for reimbursement during the period of time specified in the Plan; (ii) the amount of expenses eligible for reimbursement,
or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits
provided in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of
the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefit is
not subject to liquidation or exchange for another benefit. In no event may a Participant designate the year of payment for any
amounts payable under the Plan.


 


(c) Notwithstanding
any provision of the Plan to the contrary, any payments of Severance Benefits under this Plan that (i) are, or may be, deferred
compensation subject to Code Section 409A (“409A Severance Benefits”), and (ii) are subject to a Release, where the
period for execution and non-revocation of the Release spans more than one calendar year, any payment of 409A Severance Benefits
that is contingent on the execution of the Release shall not be paid until the second calendar year, or later if required by the
applicable terms of the Plan. In no event may a Participant, either directly or indirectly, designate the calendar year of payment
of any 409A Severance Benefits.


 


(d) For purposes
of this Section 21, the following definitions apply:



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(i) “Specified
Employee” means a Participant who, at any time during the 12-month period ending on the identification date, is a “specified
employee” under Code Section 409A, as determined by the Vice President – Compensation and Benefits (or his delegee),
which determination of “specified employees,” including the number and identity of persons considered “specified
employees” and identification date, shall be made by the Vice President – Compensation and Benefits (or his delegee)
in accordance with the provisions of Code Sections 416(i) and 409A.


 


(ii) “Postponement
Period” means, for a Specified Employee, the period of six months after the Specified Employee’s Last Day of Active
Employment (or such other period as may be required by Code Section 409A) during which deferred compensation may not be paid to
the Specified Employee under Code Section 409A.



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PART II


SPECIAL PROVISIONS THAT BECOME EFFECTIVE


ONLY UPON CHANGE IN CONTROL


 


		22.	Applicability



 


(a) Except to the
extent otherwise indicated, the provisions of this Part II apply only to Direct Report Officer Participants. Such provisions become
effective upon a Change in Control and, in addition to the provisions of Part I that are not superseded by provisions of this Part
II, shall control (i) the determination of eligibility for, the amount of, and the time of payment of benefits under the Plan to
any Direct Report Officer Participant who is the subject of a Covered Termination that occurs within the two (2) year period following
the Change in Control, (ii) the terms of payment for any Direct Report Officer Participant whose Severance Period extends beyond
the Change in Control, and (iii) the determination of eligibility for, the amount of, and the time of payment of benefits under
Section 24 of the Plan to any Participant.


 


(b) It is intended
that this Part II will assure that Participants will not be adversely affected by the unique circumstances that may exist following
a Change in Control. The provisions of this Part II will have no affect whatsoever prior to a Change in Control.


 


		23.	Definitions



 


(a) “Annual
Incentive Compensation” means, notwithstanding the provisions of Section 3(b), the product of (i) Annual Base Salary,
and (ii) the greater of (A) the Incentive Award Target Percentage for the most recent Determination Year ended prior to the Change
in Control, or (B) the average of the Incentive Award Target Percentages applied in determining the Direct Report Officer Participant’s
Incentive Award in the last three Determination Years prior to the date of Covered Termination (or such lesser period as the Direct
Report Officer Participant may have been employed).


 


(b) “Cause”
has the same meaning as under Part I; provided, however, in the case of a determination under Part II of the Plan, Cause shall
be determined by the New Plan Administrator.


 


(c) “Covered
Termination” means, in addition to the circumstances described in Section 3(i), a severance of the employment relationship
at the initiative of a Direct Report Officer Participant for Good Reason.


 


(d) “Good
Reason” means any one or more of the following:


 


(i) A material change
in the Direct Report Officer Participant’s position, duties and/or responsibilities as they existed in the period immediately
preceding the Change in Control;


 


(ii) Any significant
reduction in the Direct Report Officer Participant’s Base Salary or Annual Incentive Compensation;


 


(iii) Any significant
reduction in the economic value of awards granted under any Company long-term incentive plans in which the Direct Report Officer
Participant participated prior to a Change in Control, or the successors thereto;



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(iv) Any geographic
relocation of the Direct Report Officer Participant’s position to a new location that is more than fifty (50) miles from
the location of the Direct Report Officer Participant’s position immediately prior to a Change in Control;


 


(v) Any action by
the Company that, under applicable law, constitutes constructive discharge; or


 


(viii) The failure
of any Honeywell Employer that is a successor to the Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to expressly assume and agree to honor this Plan, if such assumption is legally required to make this Plan enforceable
against the successor.


 


For purposes of this Section 23(c), the
term “significant reduction” shall mean a reduction or series of reductions with respect to the same form of benefit
or remuneration that are greater than 10%, or which do not affect substantially all persons covered by the plan or program in question.


 


Notwithstanding the foregoing, Good Reason
shall not be deemed to have occurred unless the Participant provides written notice to Honeywell identifying the event or omission
constituting the reason for a Good Reason termination within ninety (90) days following the first occurrence of such event or omission.
Within thirty (30) days after such notice has been provided to Honeywell, Honeywell shall have the opportunity, but shall have
no obligation, to cure such event or conditions that give rise to a Good Reason termination. If Honeywell fails to cure the events
or conditions giving rise to a Participant’s Good Reason termination by the end of the thirty (30) day cure period, the Participant’s
employment shall be terminated effective as of the expiration of such thirty (30) day cure period unless the Participant has withdrawn
such Good Reason termination notice.


 


(e) “Honeywell
Employer” means the Company and any other person, organization or entity that agrees in writing to be bound by the terms
of the Plan for a period of time that extends at least through the two-year period following a Change in Control.


 


(f) “New
Plan Administrator” shall mean such person or persons appointed pursuant to Section 26 to administer the Plan upon the
occurrence of a Change in Control.


 


		24.	Enhancement Benefit



 


(a) If, following
a Change in Control, any payment to a Participant from a Honeywell Employer or from any benefit or compensation plan or program
sponsored or funded by a Honeywell Employer is determined to be an “excess parachute payment” within the meaning of
Section 280G or any successor or substitute provision of the Code, with the effect that either the Participant is liable for the
payment of the tax described in Section 4999 or any successor or substitute provision of the Code (hereafter the “Section
4999 tax”), or the Honeywell Employer has withheld the amount of the Section 4999 tax, an additional benefit (hereafter the
“Enhancement Benefit”) shall be paid from this Plan to such affected Participant.


 


(b) The Enhancement
Benefit payable shall be an amount that, when added to all payments constituting “parachute payments” for purposes
of Section 280G or any successor or substitute provision of the Code, is sufficient to cause the remainder of (i) the sum of the
“parachute payments,” including any Enhancement Benefit, less (ii) the amount of all state, local and federal income
taxes and the Section 4999 tax attributable to such payments and penalties and interest on



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any
amount of Section 4999 tax, other than penalties and interest on any amount of Section 4999 tax with respect to which an Enhancement
Benefit was paid to the Participant on or before the due date of the Participant’s federal income tax return on which such
Section 4999 tax should have been paid, to be equal to the remainder of (iii) sum of the “parachute payments,” excluding
any Enhancement Benefit, less (iv) the amount of all state, local and federal income taxes attributable to such payments determined
as though the Section 4999 tax and penalties and interest on any amount of Section 4999 tax, other than penalties and interest
on any amount of Section 4999 tax with respect to which an Enhancement Benefit was paid to the Participant on or before the due
date of the Participant’s federal income tax return on which such Section 4999 tax should have been paid, did not apply.


 


(c) The provisions
of this Section 24 shall only apply to any Participant who was a Participant on December 31, 2009.


 


For the avoidance of doubt, no Participant
who becomes a Participant on or after January 1, 2010 shall be eligible for the Enhancement Benefit described in this Section 24.
If it is determined that such a Participant is entitled to receive payments, benefits and other compensation from the Honeywell
Employers (whether paid or payable pursuant to the terms of this Plan or otherwise) that would subject the Participant to an excise
tax under Section 4999 of the Code, then the Participant may elect to receive either (i) all payments, benefits and other compensation
from the Honeywell Employers less any applicable income taxes and the excise tax imposed under Section 4999 of the Code (i.e.,
without any Enhancement Benefit), or (ii) the amount that maximizes the payments, benefits and other compensation from the Honeywell
Employers to the Participant without causing any such payment, benefit or other compensation to be an “excess parachute payment”(as
defined under Section 280G of the Code and regulations and rulings thereunder), less any applicable income taxes.


 


		25.	Benefit Payments and Forfeitures



 


(a) Benefit Payments.
Notwithstanding the provisions of Section 6, benefits that are determined to be payable to a Direct Report Officer Participant
under Sections 5(a)(i) and 5(a)(ii) on or after a Change in Control shall be paid within thirty (30) days following the later of
the Change in Control or the Covered Termination, in a single payment equal to the sum of (i) the total amount of the benefit remaining
payable under Section 5(a)(i), and (ii) the amount of the benefit remaining payable under Section 5(a)(ii) for all Determination
Years which are coextensive, in whole or part, with the Severance Period; provided, however, that the single lump sum payment pursuant
to this Section will only be paid if the Change in Control constitutes a “change in control event” under Section 409A
of the Code. Otherwise, the payment shall be paid (or continue to be paid, if in pay status) in the same form and at the same times
as provided under Section 5(a). The requirements of Section 5(b) shall have no application to benefits payable after a Change in
Control. Benefits that are determined to be payable to a Participant under Section 24 shall be paid within thirty (30) days following
the later of a Change in Control or the date the “parachute payments” referred to in Section 24 are made, in a single
payment equal to the amount of the benefit determined under Section 24(b). If any benefit is paid later than the time provided
in this Section 25(a), such late payment shall be credited with interest for the period from the date payment should have been
made to the date actually made at a rate equal to the average quoted rate for three-month U.S. Treasury Bills for the week preceding
the date of payment, as determined by the New Plan Administrator, plus six percentage points.



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(b) Subsequent
Benefit Payments. Notwithstanding the provisions of Section 6, in the event the Internal Revenue Service assesses a Section
4999 tax due which is in excess of the amount determined by the Honeywell Employer under Section 24(b), a Participant shall be
paid, within thirty (30) days following the date the Participant gives notice to the New Plan Administrator of proof of payment
of the Section 4999 tax, in a single payment an amount equal to the amount of the additional benefit determined under Section 24(b),
based upon the amount of the Section 4999 tax paid in excess of any Section 4999 tax with respect to which any Enhancement Benefit
was previously paid. If any benefit is paid later than the time provided in this Section 25(b), such late payment shall be credited
with interest for the period from the date payment should have been made to the date actually made at a rate equal to the average
quoted rate for three-month U.S. Treasury Bills for the week preceding the date of payment, as determined by the New Plan Administrator,
plus six percentage points.


 


(c) Forfeiture
of Benefits. Notwithstanding the provisions of Section 8, a Participant receiving benefits or entitled to receive benefits
under the Plan shall cease to receive such benefits under the Plan and the right to receive any benefits in the future under the
Plan shall be forfeited, in the event the Participant, as determined by the New Plan Administrator, (i) is convicted of a felony
committed against a Honeywell Employer, its property or business, (ii) commits any fraud or misappropriates property, proprietary
information, intellectual property or trade secrets of a Honeywell Employer for personal gain or for the benefit of another party,
or (iii) actively recruits and offers employment to any management employee of a Honeywell Employer.


 


		26.	Administration



 


(a) New Plan Administrator.
On or before a Change in Control, the Company shall appoint a person independent of the Company to be the New Plan Administrator
upon the occurrence of a Change in Control and the Plan Administrator shall provide to the New Plan Administrator such information
with respect to each Participant in the Plan as shall be necessary to enable the New Plan Administrator to determine the amount
of is the Severance Benefits that are then, or may thereafter become, payable to such Participants. Upon a Change in Control, the
New Plan Administrator shall have the authority invested in the Plan Administrator under Section 10(b), and claims for benefits
shall be subject to the claims and appeals procedures outlined in Section 11.


 


(b) Attorneys
Fees and Costs. If a Participant is paid or is determined to be entitled to receive benefits by a court of competent jurisdiction,
the Honeywell Employer shall immediately pay or reimburse the affected Participant for the full amount of any attorneys’
fees and other expenses the affected Participant incurred in pursuing his or her claim for benefits, including claims incurred
during the claims and appeals portion of the process. The payment or reimbursement shall include the reasonable hourly rates charged
by the Participant’s attorneys, any and all other expenses related to the action incurred by or on behalf of the affected
Participant, the costs and expenses of any experts utilized to prepare the claim, and any court costs assessed against the affected
Participant.


 


(c) Declaratory
Judgment. Participants may bring a claim under this Section 26 to assert the existence of Good Reason conditions that would
enable a Participant to trigger his own termination under this Part II without resigning his or her position with the Honeywell
Employer.







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		27.	Amendment or Termination


 

This Plan may not be
amended or terminated after a Change in Control; provided, however, the Plan may be amended if the purpose of the amendment is
to increase benefits hereunder or if the purpose of the amendment is to comply with Section 409A of the Code.


 


		28.	No Waiver



 


No waiver by a Participant at any time
of any breach by a Honeywell Employer of, or of any lack of compliance with, any condition or provision of this Plan to be performed
by the Honeywell Employer shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. In no event shall the failure by a Participant to assert any right under the Plan (including, but not limited
to, failure to assert the existence of Good Reason conditions that would enable a Participant to trigger his own termination under
this Part II) be deemed a waiver of such right or any other right provided under the Plan, it being intended that a Participant
who has perfected a right under the Plan (including, but not limited to, a Participant’s right to trigger his own Good Reason
termination under this Part II) shall be entitled to assert that right in accordance with the terms of the Plan unless the Participant
affirmatively elects, in writing, to waive such right.


 


		29.	Company Policies



 


All benefits granted under the Plan shall
be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented
by the Board of Directors from time to time, including such policies set forth in the Company’s Corporate Governance Guidelines,
as such policies may be amended from time to time, subject to and consistent with Section 409A of the Code.





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