Exhibit 10.12


 


May 25, 2016


 


Mr. Hans Quitmeyer

1985 Douglas Drive

North Golden Valley, MN 55422


 


Dear Hans:


 


I am pleased to confirm our offer to you
to become the General Counsel of AdvanSix (the “Company”), a wholly owned subsidiary of Honeywell International Inc.
(“Honeywell”) that may be spun off as an independent public company on or about November 15, 2016 (the actual spin
off date is hereinafter referred to as the “Separation Date”). This offer is contingent on a successful completion
of the spin. The Company will initially be based in or near Morris Plains, New Jersey. You will continue to serve as VP GC of ACS
until the earlier of the Separation Date and the appointment of your successor in ACS. During this interim period you will also
support Erin Kane in planning for the AdvanSix separation. Upon your succession into the new role you will report to Erin Kane.
The effective date of your promotion will be the Separation Date (“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:


 


COMPENSATION


 


Base Salary: As of the Effective
Date, your annual base salary will be increased to $500,000. After the Separation Date, your base salary shall adjusted by the
Company’s Board of Directors from time to time.


 


Annual Incentive Compensation From the
Company: Your initial target incentive compensation opportunity with the Company will be 75% of your annual cash base salary
earnings during the year. For 2016, you will be eligible for an incentive compensation award from the Company for post-Separation
Date earnings. Company incentive compensation awards are paid in the first quarter of the following year.


 


Annual Incentive Compensation From Honeywell:
You will receive a 2016 incentive compensation award from Honeywell equal to 50% of your cash base salary earnings up through the
Separation Date. Honeywell incentive compensation awards are paid in the first quarter of the following year.


 


Honeywell Growth Plan Units: Notwithstanding
anything in the Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “Stock Incentive Plan”)
and governing award agreements to the contrary, you will receive the second full installment of your award for the 2014-2015 Growth
Plan performance cycle, payable as at the time awards are paid to



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other Growth Plan participants, anticipated
to be in the first quarter of 2017. You will forfeit your 2016-2017 Growth Plan performance award.


 


Honeywell Stock Options: Notwithstanding
anything in the Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “Stock Incentive Plan”)
and governing award agreements to the contrary, you will be treated as being employed by Honeywell through March 1, 2017 solely
for purposes of determining your vested rights to any Honeywell stock options. Any Honeywell stock options that have not vested
as of March 1, 2017 shall be forfeited. Moreover, you will have three (3) years from the Separation Date to exercise any vested
Honeywell stock options.


 


Honeywell Restricted Stock Units:
Notwithstanding anything in the Stock Incentive Plan and governing award agreements to the contrary, you shall be treated as being
employed by the Company through July 31, 2017 solely for purposes of determining your vested rights to any Honeywell restricted
stock units. Any Honeywell restricted stock units that have not vested as of July 31, 2017 shall be forfeited.


 


Sign-On Long-Term Incentive Awards From
the Company: You will be granted $2,387,000 worth of Company restricted stock units as of the Effective Date. These restricted
stock units will vest three years from the Effective Date, assuming you are still employed by the Company as of such date. This
sign-on grant is made up of $1,500,000 in a “founder’s grant” plus $887,000 to replace forfeited Honeywell equity
and growth plan units.


 


Annual Long-Term Incentive Awards From
the Company: You will be eligible for annual equity awards with an initial target of 150% of your Base Salary. The
size and mix of future awards will be determined by the Company’s Board of Directors. The terms of all long-term incentive
awards will be governed by the terms of the applicable stock plan and the relevant award agreements.


 


OTHER EXECUTIVE BENEFITS


 


You will also be entitled to the following
Executive Benefits:


 


		·	Welfare and Retirement: As provided to other employees of the Company (to be determined).



 


		·	Vacation: As provided to other senior executives of the Company (to be determined).



 


		·	Excess Liability Insurance: As provided to other senior executives of the Company (to be
determined).



 


		·	Executive Severance: 12 months of base salary continuation (based on plan provisions to
be determined).




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STOCK OWNERSHIP GUIDELINES FOR COMPANY OFFICERS


 


As an Executive Officer of the Company,
you will be required to hold a multiple of your annual base salary in Company shares (to be determined by the Company) in accordance
with the Company’s Stock Ownership Guidelines.


 


INTELLECTUAL PROPERTY AND NON-COMPETITION AGREEMENTS


 


As a condition of this employment offer,
you will be required to execute, in a form substantially similar to the corresponding Honeywell agreements, (i) the Company’s
intellectual property agreement, and (ii) the Company’s noncompete agreement for senior executives” (“Noncompete
Agreement”), prior to the Separation Date.


 


ACCEPTANCE OF OFFER


 


Please indicate your acceptance of this
offer by signing this letter in the space provided and returning it to me.


 


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


 


Congratulations,


 


/s/ Erin Kane

Erin Kane

AdvanSix


President and Chief Executive Officer


 


		Cc:	Mark James; Kate Adams



 


	Read and Accepted:	 	 
	 	 	 
	/s/ John M. (“Hans”) Quitmeyer	 	31 May 2016
	Hans Quitmeyer	 	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, the Company or Honeywell (as applicable) may terminate your employment at any time.


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