Exhibit 10.9


April 19, 2016


Ms. Erin Kane

115 Tabor Road

Morris Plains, New Jersey


Dear Erin:


I am pleased to confirm our offer to
you to become the President and Chief Executive Officer of SPINCO (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 Morris Plains, New Jersey. Until the Separation Date, you will report
directly to Darius Adamczyk. 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 $600,000. 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 100% 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 40% 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 other Growth Plan participants, anticipated to be in the first
quarter of 2017. You will forfeit your 2016-2017 Growth Plan performance award.


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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 $6,683,587 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 $5,625,000 in a “founder’s grant” plus $1,058,587 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 375% 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).



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.


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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,


Mark James

Honeywell International Inc.

Senior Vice President

Human Resources, Procurement and Communications


Read and Accepted:


	 /s/ Erin Kane	 	April 19, 2016
	ERIN KANE	 	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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