Exhibit 10.3


 


EMPLOYEE MATTERS AGREEMENT


 


By and Between


 


HONEYWELL INTERNATIONAL INC.


 


and


 


ADVANSIX INC.


 


Dated as of     , 2016




    	 



    	



    


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 	 	 
	SECTION 1.01.	Definitions	1
	 	 	 
	ARTICLE II
	 	 	 
	GENERAL PRINCIPLES
	 	 	 
	SECTION 2.01.	AdvanSix Employees	5
	SECTION 2.02.	Collectively Bargained Employees	5
	SECTION 2.03.	Collective Bargaining Agreements	5
	SECTION 2.04.	Liabilities	5
	SECTION 2.05.	Benefit Plans	6
	SECTION 2.06.	Payroll Services	6
	SECTION 2.07.	No Change in Control	6
	 	 	 
	ARTICLE III
	 	 	 
	NON-EQUITY INCENTIVES
	 	 	 
	SECTION 3.01.	AdvanSix Employee Incentives	6
	 	 	 
	ARTICLE IV
	 	 	 
	SERVICE CREDIT
	 	 	 
	SECTION 4.01.	Honeywell Benefit Plans	7
	SECTION 4.02.	AdvanSix Benefit Plans	7
	 	 	 
	ARTICLE V
	 	 	 
	SEVERANCE
	 	 	 
	SECTION 5.01.	Post-Distribution Severance	7
	 	 	 
	ARTICLE VI
	 	 	 
	CERTAIN WELFARE BENEFIT PLAN MATTERS; WORKERS’ COMPENSATION CLAIMS
	 	 	 
	SECTION 6.01.	AdvanSix Welfare Plans	8
	SECTION 6.02.	Allocation of Welfare Benefit Claims	8




    	i



    	



    


	SECTION 6.03.	Workers’ Compensation Claims	8
	SECTION 6.04.	COBRA	9
	SECTION 6.05.	Health Savings Account	9
	SECTION 6.06.	Flexible Spending Account	9
	 	 	 
	ARTICLE VII
	 	 	 
	LONG-TERM DISABILITY
	 	 	 
	SECTION 7.01.	Benefits	10
	SECTION 7.02.	Return to Work	10
	 	 	 
	ARTICLE VIII
	 	 	 
	DEFINED BENEFIT PENSION PLAN
	 	 	 
	SECTION 8.01.	Honeywell Defined Benefit Pension Plan	10
	 	 	 
	ARTICLE IX
	 	 	 
	DEFINED CONTRIBUTION PLAN
	 	 	 
	SECTION 9.01.	AdvanSix 401(k) Plan	11
	SECTION 9.02.	401(k) Rollover	11
	SECTION 9.03.	Employer 401(k) Plan Contributions	11
	SECTION 9.04.	Stock Considerations	12
	SECTION 9.05.	Limitation of Liability	12
	 	 	 
	ARTICLE X
	 	 	 
	NONQUALIFIED DEFERRED COMPENSATION
	 	 	 
	SECTION 10.01.	Honeywell Nonqualified Deferred Compensation Plans	12
	 	 	 
	ARTICLE XI
	 	 	 
	VACATION
	 	 	 
	SECTION 11.01.	Vacation	13
	 	 	 
	ARTICLE XII
	 	 	 
	LONG-Term Incentive COMPENSATION AWARDS
	 	 	 
	SECTION 12.01.	AdvanSix Long-Term Incentive Plan	13
	SECTION 12.02.	Equity Award Adjustments	13
	SECTION 12.03.	Treatment of Incentive Awards Upon Distribution	13
	SECTION 12.04.	Incentive Award Reimbursement	14




    	ii



    	



    


	SECTION 12.05.	Cooperation	14
	SECTION 12.06.	Treatment of Reimbursements	14
	 	 	 
	ARTICLE XIII
	 	 	 
	COOPERATION; ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY
	 	 	 
	SECTION 13.01.	Cooperation	15
	SECTION 13.02.	Access to Information; Litigation; Confidentiality	15
	 	 	 
	ARTICLE XIV
	 	 	 
	TERMINATION
	 	 	 
	SECTION 14.01.	Termination	15
	SECTION 14.02.	Effect of Termination	16
	 	 	 
	ARTICLE XV
	 	 	 
	MISCELLANEOUS
	 	 	 
	SECTION 15.01.	Incorporation of Indemnification Provisions of Separation Agreement	16
	SECTION 15.02.	Benefit Plan Indemnification	16
	SECTION 15.03.	Further Assurances	16
	SECTION 15.04.	Administration	16
	SECTION 15.05.	Third-Party Beneficiaries	16
	SECTION 15.06.	Employment Tax Reporting Responsibility	16
	SECTION 15.07.	Data Privacy	17
	SECTION 15.08.	Section 409A	17
	SECTION 15.09.	Confidentiality	17
	SECTION 15.10.	Additional Provisions	18




    	iii



    	



    


EMPLOYEE MATTERS AGREEMENT (this
“Agreement”), dated as of     , 2016, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation
(“Honeywell”), and ADVANSIX, INC., a Delaware corporation (“AdvanSix”, and together with
Honeywell, the “Parties”).


 


R E C I T A L S


 


WHEREAS the Parties have entered into the
Separation and Distribution Agreement (the “Separation Agreement”) dated as of     , 2016, pursuant to
which Honeywell intends to effect the Distribution; and


 


WHEREAS the Parties wish to set forth their
agreements as to certain matters regarding employment, compensation and employee benefits.


 


NOW, THEREFORE, in consideration of the mutual
agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


SECTION 1.01.          Definitions.
For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined
herein shall have the meanings assigned to them in the Separation Agreement unless otherwise indicated.


 


“AdvanSix 401(k) Plan”
has the meaning set forth in Section 9.01.


 


“AdvanSix Benefit Plan”
shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the Honeywell
Group, contributed to by any member of the AdvanSix Group or to which any member of the AdvanSix Group is a party.


 


“AdvanSix Employee” shall
mean, as of any applicable date, (a) each individual who is an employee of the AdvanSix Group as of immediately prior to the Distribution,
including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, injury, short-term
disability but excluding, until such time as provided in Section 7.01, any AdvanSix LTD Employee) from which such employee
is permitted to return to active employment in accordance with the AdvanSix Group’s personnel policies, as in effect from
time to time, or applicable Law and (b) each individual who becomes an active employee of the AdvanSix Group following the Distribution,
but, in each case, excluding any Former AdvanSix Employee.


 


“AdvanSix Incentive Payments”
has the meaning set forth in Section 3.01




    	 



    		2



    



“AdvanSix Long-Term Incentive Plan”
has the meaning set forth in Section 12.01.


 


“AdvanSix LTD Employee”
shall mean any employee of the AdvanSix Group who, as of immediately prior to the Distribution, is receiving long-term disability
benefits under the Honeywell LTD Plan.


 


“AdvanSix Pre-Distribution HR Liabilities”
has the meaning set forth in Section 2.04.


 


“AdvanSix Welfare Plans”
has the meaning set forth in Section 6.01.


 


“AdvanSix Workers’ Compensation
Plan” has the meaning set forth in Section 6.03.


 


“Benefit Plan” shall mean
any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive
compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock
option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based
compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’
compensation, sick leave, vacation pay, disability or accident insurance or other employee compensation or benefit plan, program,
agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether
or not subject to ERISA) sponsored or maintained by such entity or to which such entity is a party.


 


“COBRA” shall mean the
U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and any applicable similar state or
local laws.


 


“Code” shall mean the U.S.
Internal Revenue Code of 1986, as amended.


 


“Collective Bargaining Agreements”
has the meaning set forth in Section 2.02.


 


“Employment Taxes” shall
mean all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to
wages or other compensation of an employee or other service provider.


 


“ERISA” shall mean the
U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Exchange” means the New
York Stock Exchange.


 


“Former AdvanSix Employee”
shall mean, as of any applicable date, each individual who (a) as of immediately prior to such individual’s termination
of




    	 



    		3



    


employment was an AdvanSix Employee and (b) as
of such applicable date, is not employed by any member of the AdvanSix Group.


 


“GPUs” shall mean any growth
plan units awarded using a 2014 or 2016 Growth Plan Agreement under the Honeywell 2011 Stock Incentive Plan.


 


“Honeywell 401(k) Plan”
has the meaning set forth in Section 9.01.


 


“Honeywell Benefit Plan”
shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the AdvanSix
Group, contributed to by any member of the Honeywell Group or to which any member of the Honeywell Group is a party.


 


“Honeywell Equity Plans”
shall mean the 2016 Stock Incentive Plan, the 2016 Stock Plan for Non-Employee Directors, the 2011 Stock Incentive Plan, the 2006
Stock Incentive Plan, the 2003 Stock Incentive Plan, the 2006 Stock Plan for Non-Employee Directors, the Stock Plan for Non-Employee
Directors, each as amended from time to time, and any other stock option, stock incentive compensation plan or arrangement, including
equity award agreements, that is a Honeywell Benefit Plan, as in effect as of the time relevant to the applicable provision of
this Agreement.


 


“Honeywell Flexible Spending Account”
shall mean any flexible spending arrangement under any cafeteria plan qualifying under Section 125 of the Code that is a Honeywell
Benefit Plan.


 


“Honeywell Health Savings Account”
shall mean any health savings account under a health savings account plan that is a Honeywell Benefit Plan.


 


“Honeywell LTD Plan” shall
mean any long-term disability plan that is a Honeywell Benefit Plan.


 


“Honeywell Nonqualified Deferred
Compensation Plans” shall mean the Salary and Incentive Award Deferral Plan for Selected Employees, the Deferred Compensation
Plan for Non-Employee Directors, the Supplemental Non-Qualified Savings Plan for Highly Compensated Employees, the Supplemental
Pension Plan, the Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above, the Supplemental Defined Benefit
Retirement Plan, the Nonqualified Supplemental Retirement Plan, each as amended from time to time, and any other nonqualified deferred
compensation plan or arrangement (including individual arrangements) that is a Honeywell Benefit Plan, as in effect as of the time
relevant to the applicable provision of this Agreement.


 


“Honeywell Pension Plan”
has the meaning set forth in Section 8.01.


 


“Honeywell Welfare Plan”
shall mean each Welfare Plan that is a Honeywell Benefit Plan.




    	 



    		4



    


“Honeywell Workers’ Compensation
Plan” shall mean any workers’ compensation plan that is a Honeywell Benefit Plan.


 


“Reimbursement Award” means
the unvested portion of any award granted under any Honeywell Equity Plan that (i) was unvested as of immediately prior to the
Distribution Date, (ii) was held by an AdvanSix Employee (or AdvanSix LTD Employee who becomes an AdvanSix Employee prior to the
applicable Reimbursement Event) as of the Distribution Date and (iii) becomes vested after the Distribution Date in accordance
with Section 12.03.


 


“Reimbursement Event” means,
after the Distribution Date, (i) the vesting of any Reimbursement Award that is a restricted stock award or similar award of tangible
property, (ii) the settlement of any Reimbursement Award that is a restricted stock unit or similar full-value share-based incentive
award (excluding any restricted stock award) or cash-based incentive award (including any GPUs) or (iii) the exercise of any Reimbursement
Award that is a stock option or stock appreciation right.


 


“Subsidiary” of any Person
shall mean any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities
or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others
performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled
by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided,
however, that, solely for purposes of this Agreement, AdvanSix and its Subsidiaries shall not be considered Subsidiaries
of Honeywell (or members of the Honeywell Group) prior to, on or after the Distribution.


 


“Tax Return” shall have
the meaning set forth in the TMA.


 


“Taxes” shall have the
meaning set forth in the TMA.


 


“Taxing Authority” shall
have the meaning set forth in the TMA.


 


“TMA” shall mean the Tax
Matters Agreement dated as of the date of this Agreement by and between Honeywell and AdvanSix.


 


“TSA” shall mean the Transition
Services Agreement dated as of the date of this Agreement by and between Honeywell and AdvanSix.


 


“Vesting Date” has the
meaning set forth in Section 12.03.


 


“Welfare Plan” shall mean
each Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability,
severance, vacation or other group welfare or fringe benefits.


 


“Welfare Plan Date” has
the meaning set forth in Section 6.01.




    	 



    		5



    


“Workers’ Compensation Event”
shall mean the event, injury, illness or condition giving rise to a workers compensation claim with respect to an AdvanSix Employee
or Former AdvanSix Employee.


 


“Workers’ Compensation Plan
Date” has the meaning set forth in Section 6.03.


 


ARTICLE
II


 


GENERAL
PRINCIPLES


 


SECTION 2.01.          AdvanSix
Employees. All AdvanSix Employees as of immediately prior to the Distribution shall continue to be employees of the AdvanSix
Group immediately following the Distribution. The Parties hereto agree that none of the transactions contemplated by the Separation
Agreement or any of the Ancillary Agreements, including this Agreement, shall result in any AdvanSix Employee, AdvanSix LTD Employee
or Former AdvanSix Employee being deemed to have incurred a termination of employment or being eligible to receive severance benefits,
solely as a result of the Distribution.


 


SECTION 2.02.          Collectively
Bargained Employees. All provisions contained in this Agreement providing for the treatment of compensation and benefits in
connection with the Distribution shall apply equally to any employee who is covered by any collective bargaining, works council
or other labor union contract or labor arrangement (collectively, “Collective Bargaining Agreements”), except
to the extent that any such agreement specifically provides for the compensation or benefits contemplated by such provision and,
in each such case, such agreement shall apply rather than the terms of this Agreement.


 


SECTION 2.03.          Collective
Bargaining Agreements. As of the Distribution, AdvanSix shall, and shall cause the members of the AdvanSix Group as appropriate
to, adopt and assume any Collective Bargaining Agreement covering any of the AdvanSix Employees immediately prior to the Distribution,
subject to any agreed upon changes required by the transition of such Collective Bargaining Agreement to AdvanSix or applicable
Law, and recognize the works councils, labor unions and other employee representatives that are party to such Collective Bargaining
Agreements; provided that, any compensation or benefits that were, prior to the Distribution, provided to AdvanSix Employees
under the Collective Bargaining Agreements through the Honeywell Benefit Plans shall, to the extent such compensation and benefits
are still required to be provided under the Collective Bargaining Agreements on and after the Distribution, be provided as mutually
agreed with such works councils, labor unions and other employee representatives through the AdvanSix Benefit Plans as set forth
in this Agreement.


 


SECTION 2.04.          Liabilities.
Except as otherwise provided in this Agreement, (a) the members of the Honeywell Group shall be responsible for all actual
or potential employment and employee compensation and benefits-related Liabilities




    	 



    		6



    


incurred prior to the Distribution that relate
to AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries), excluding any
such Liabilities that AdvanSix retains or assumes pursuant to applicable Law in connection with the Distribution (collectively,
with all other such Liabilities that the AdvanSix Group retains or assumes in connection with this Agreement, the “AdvanSix
Pre-Distribution HR Liabilities”) and (b) the members of the AdvanSix Group shall be responsible for (i) all actual
or potential employment and employee compensation and benefits-related Liabilities incurred on or after the Distribution that relate
to AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) and (ii) the AdvanSix
Pre-Distribution HR Liabilities. AdvanSix shall pay or provide all AdvanSix Pre-Distribution HR Liabilities in the ordinary course
and at a time or times consistent with the past practice of the Honeywell Group.


 


SECTION 2.05.          Benefit
Plans. Except as otherwise specifically provided in this Agreement or as may otherwise be provided in accordance with the TSA,
as of the Distribution, each AdvanSix Employee (and each of their respective dependents and beneficiaries) shall cease active participation
in, and each member of the AdvanSix Group shall cease to be a participating employer in, all Honeywell Benefit Plans, and, as of
such time, AdvanSix shall, or shall cause its Subsidiaries to, have in effect such corresponding AdvanSix Benefit Plans as are
necessary to comply with its obligations pursuant to this Agreement. As of immediately following the Distribution, except as otherwise
specifically provided in this Agreement, (a) Honeywell shall, or shall cause one or more members of the Honeywell Group to,
retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all Honeywell Benefit Plans, and (b) AdvanSix
shall, or shall cause one of the members of the AdvanSix Group to, retain, pay, perform, fulfill and discharge all Liabilities
arising out of or relating to all AdvanSix Benefit Plans.


 


SECTION 2.06.          Payroll
Services. Except as may otherwise be provided in accordance with the TSA, prior to, on and after the Distribution, the members
of the AdvanSix Group shall be solely responsible for providing payroll services to the AdvanSix Employees and Former AdvanSix
Employees.


 


SECTION 2.07.          No
Change in Control. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of
the Ancillary Agreements, including this Agreement, constitutes a “change in control,” “change of control”
or similar term, as applicable, within the meaning of any Honeywell Benefit Plan or AdvanSix Benefit Plan, including the AdvanSix
Long-Term Incentive Plan.


 


ARTICLE
III


 


NON-EQUITY
INCENTIVES


 


SECTION 3.01.          AdvanSix
Employee Incentives. Unless otherwise provided for in an individual agreement with an AdvanSix Employee to which Honeywell
is a party, on and after the Distribution, AdvanSix shall assume and be solely




    	 



    		7



    


responsible for Liabilities with respect to
any annual bonus or other cash-based incentive or retention awards (other than GPUs, which shall be treated in accordance with
Article XII) under any Benefit Plan to any AdvanSix Employee, AdvanSix LTD Employee or Former AdvanSix Employee, including,
for the avoidance of doubt, any such awards with respect to the year in which the Distribution occurs (the “AdvanSix Incentive
Payments”). AdvanSix shall be responsible for determining the amounts of all AdvanSix Incentive Payments that have not
been determined prior to the Distribution, including the extent to which established performance criteria (as interpreted by AdvanSix,
in its sole discretion) have been met, and shall pay all AdvanSix Incentive Payments no later than the times provided for under
the applicable Benefit Plan. For the avoidance of doubt, any determinations made prior to the Distribution regarding the amounts
of any AdvanSix Incentive Payments shall be subject to Honeywell’s prior written approval.


 


ARTICLE
IV


 


SERVICE
CREDIT


 


SECTION 4.01.          Honeywell
Benefit Plans. Except as may otherwise be provided in accordance with the TSA and except as otherwise provided in Section
12.03, service of AdvanSix Employees and Former AdvanSix Employees, on and after the Distribution, with any member of the AdvanSix
Group or any other employer, as applicable, other than any member of the Honeywell Group, shall not be taken into account for any
purpose under any Honeywell Benefit Plan.


 


SECTION 4.02.          AdvanSix
Benefit Plans. Unless prohibited by applicable Law, AdvanSix shall, and shall cause its Subsidiaries to, credit service accrued
by each AdvanSix Employee with, or otherwise recognized for purposes of any Benefit Plan by, any member of the Honeywell Group
or the AdvanSix Group on or prior to the Distribution for purposes of (a) eligibility and vesting under each AdvanSix Benefit
Plan under which service is relevant in determining eligibility or vesting, (b) determining the amount of severance payments
and benefits (if any) payable under each AdvanSix Benefit Plan that provides severance payments or benefits and (c) determining
the number of vacation days to which each such employee shall be entitled following the Distribution, in the case of clauses (a),
(b) and (c), (i) to the same extent recognized by the relevant members of the Honeywell Group or AdvanSix Group or the corresponding
Honeywell Benefit Plan or AdvanSix Benefit Plan immediately prior to the later of the Distribution Date and the date such employee
ceases participating in the applicable Honeywell Benefit Plan in accordance with the TSA and (ii) except to the extent such
credit would result in a duplication of benefits for the same period of service.


 


ARTICLE
V


 


SEVERANCE


 


SECTION 5.01.          Post-Distribution
Severance. The AdvanSix Group shall be solely responsible for all Liabilities, including all severance or other separation
payments and benefits, relating to the termination or alleged termination of any AdvanSix




    	 



    		8



    


Employee’s or Former AdvanSix Employee’s
employment that occurs on or after the Distribution. For the avoidance of doubt, such Liabilities shall include any employer-paid
portion of any Employment Taxes.


 


ARTICLE
VI


 


CERTAIN
WELFARE BENEFIT PLAN MATTERS; WORKERS’ COMPENSATION CLAIMS


 


SECTION 6.01.          AdvanSix
Welfare Plans. Without limiting the generality of Section 2.05, effective as of the Distribution or such later
date as agreed to between Honeywell and AdvanSix in accordance with the TSA (such applicable date, the “Welfare Plan Date”),
AdvanSix shall establish Welfare Plans (collectively, the “AdvanSix Welfare Plans”) to provide welfare benefits
to the AdvanSix Employees (and their dependents and beneficiaries) and as of the applicable Welfare Plan Date, each AdvanSix Employee
(and his or her dependants and beneficiaries) shall cease active participation in the corresponding Honeywell Welfare Plan. For
the avoidance of doubt, for purposes of this Article VI, the term “AdvanSix Employees” shall be deemed
to include any Former AdvanSix Employee who was receiving welfare benefits in connection with his or her termination of employment
from a member of the Honeywell Group or the AdvanSix Group as of the applicable Welfare Plan Date.


 


SECTION 6.02.          Allocation
of Welfare Benefit Claims. (a) The members of the Honeywell Group shall retain all Liabilities in accordance with the
applicable Honeywell Welfare Plan for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement
claims (such as life insurance claims), in each case, incurred by AdvanSix Employees and Former AdvanSix Employees (and each of
their respective dependents and beneficiaries) under such plans prior to the applicable Welfare Plan Date and (b) the members
of the AdvanSix Group shall retain all Liabilities in accordance with the AdvanSix Welfare Plans for all reimbursement claims (such
as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, incurred by AdvanSix
Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) on or after the Applicable
Welfare Plan Date; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred
under clause (a) between the Distribution Date and the applicable Welfare Plan Date. For purposes of this Section 6.02,
a benefit claim shall be deemed to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription
drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; and (ii) life,
accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment or
other event giving rise to such benefits.


 


SECTION 6.03.          Workers’
Compensation Claims. In the case of any workers’ compensation claim of any AdvanSix Employee or Former AdvanSix Employee
in respect of his or her employment with the Honeywell Group or the AdvanSix Group, such claim shall be covered (a) under
the applicable Honeywell Workers’ Compensation




    	 



    		9



    


Plan if the Workers’ Compensation Event
occurred prior to the Distribution, (b) under a workers’ compensation plan of the AdvanSix Group (each, an “AdvanSix
Workers’ Compensation Plan”) if the Workers’ Compensation Event occurs on or after the Distribution and the
related claim is submitted after the date AdvanSix has established a workers’ compensation plan (the “Workers’
Compensation Plan Date”) and (c) under the applicable Honeywell Workers’ Compensation Plan if the Workers’
Compensation Event occurs on or after the Distribution and the related claim is submitted prior to the Workers Compensation Plan
Date; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause
(c) between the Distribution Date and the applicable Welfare Plan Date. If the Workers’ Compensation Event occurs over a
period both preceding and following the Distribution, the claim shall be jointly covered under the Honeywell Workers’ Compensation
Plan and the AdvanSix Workers’ Compensation Plan and shall be equitably apportioned between them based upon the relative
periods of time that the Workers’ Compensation Event transpired preceding and following the Distribution; provided
that, if a claim in respect of such Workers’ Compensation Event is submitted prior to the Workers’ Compensation Plan
Date, then such claim shall be covered under the Honeywell Workers’ Compensation Plan and AdvanSix shall appropriately reimburse
Honeywell in accordance with the TSA.


 


SECTION 6.04.          COBRA.
In the event that an AdvanSix Employee or Former AdvanSix Employee (a) was receiving, or was eligible to receive, continuation
health coverage pursuant to COBRA on or prior to the applicable Welfare Plan Date, Honeywell and the Honeywell Welfare Plans shall
be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA; or (b) becomes
eligible to receive continuation health coverage pursuant to COBRA following the applicable Welfare Plan Date, AdvanSix and the
AdvanSix Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect
of COBRA; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause
(a) between the Distribution Date and the applicable Welfare Plan Date. AdvanSix shall indemnify, defend and hold harmless the
members of the Honeywell Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided
by AdvanSix, or the failure of AdvanSix to meet its COBRA obligations, to AdvanSix Employees, Former AdvanSix Employees and their
respective eligible dependents.


 


SECTION 6.05.          Health
Savings Account. Without limiting the generality of Sections 2.04, 2.05 and 13.01 and subject to Section 15.09,
Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering any Honeywell Health Savings Account
in connection with the Distribution in accordance with the terms of the applicable Honeywell Benefit Plan, including by exchanging
any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.


 


SECTION 6.06.          Flexible
Spending Account. Without limiting the generality of Sections 2.04, 2.05 and 13.01 and subject to Section 15.09,
Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering any Honeywell Flexible Spending
Account in connection with the Distribution in accordance




    	 



    		10



    


with the terms of the applicable Honeywell
Benefit Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers,
insurers and other third parties.


 


ARTICLE
VII


 


LONG-TERM
DISABILITY


 


SECTION 7.01.          Benefits.
Except as otherwise specifically provided in this Agreement and subject to Section 7.02, on and after the Distribution,
the AdvanSix LTD Employees shall be deemed to be employees of the Honeywell Group for purposes of this Agreement, including participation
in the Honeywell LTD Plans.


 


SECTION 7.02.          Return
to Work. To the extent required by applicable AdvanSix policies, as in effect from time to time, and applicable Law, AdvanSix
shall, or shall cause its Subsidiaries to, employ any AdvanSix LTD Employee at such time, if any, as such AdvanSix LTD Employee
is ready to return to active employment, and from and after such time, such employee shall no longer be deemed an employee of the
Honeywell Group and shall be deemed an AdvanSix Employee for purposes of this Agreement; provided that, if such AdvanSix
LTD Employee presents himself or herself for active employment and is not employed by a member of the AdvanSix Group due to applicable
AdvanSix policies, and if such AdvanSix LTD Employee’s employment is terminated by a member of the Honeywell Group within
a reasonable time thereafter, AdvanSix shall indemnify the Honeywell Group for all Liabilities incurred in connection with such
termination.


 


ARTICLE
VIII


 


DEFINED
BENEFIT PENSION PLAN


 


SECTION 8.01.          Honeywell
Defined Benefit Pension Plan. Notwithstanding Section 2.05 or any other provision of this Agreement to the contrary,
following the Distribution, the Honeywell Group shall retain sponsorship of the Honeywell International Inc. Retirement Earnings
Plan (the “Honeywell Pension Plan”) and all assets and Liabilities arising out of or relating to the Honeywell
Pension Plan, including those relating to AdvanSix Employees, AdvanSix LTD Employees and Former AdvanSix Employees. Following the
date of this Agreement, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering the Honeywell
Pension Plan in connection with providing benefits to AdvanSix Employees and Former AdvanSix Employees in accordance with the terms
of the Honeywell Pension Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators,
providers, insurers and other third parties.




    	 



    		11



    


ARTICLE IX


 


DEFINED CONTRIBUTION PLAN


 


SECTION 9.01.          AdvanSix
401(k) Plan. Effective as of the Distribution, AdvanSix shall establish a defined contribution plan that includes a qualified
cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “AdvanSix 401(k) Plan”)
providing benefits to the AdvanSix Employees participating in any qualified cash or deferred arrangement within the meaning of
Section 401(k) of the Code sponsored by any member of the Honeywell Group (collectively, the “Honeywell 401(k) Plans”)
as of the Distribution.


 


SECTION 9.02.          401(k)
Rollover. As of the Distribution, the Honeywell Group shall permit each AdvanSix Employee to elect, and the AdvanSix Group
shall cause the AdvanSix 401(k) Plan to accept, in accordance with applicable Law and the terms of the Honeywell 401(k) Plans and
the AdvanSix 401(k) Plan, a rollover of the account balances (including earnings through the date of transfer and promissory notes
evidencing all outstanding loans) of such AdvanSix Employee under the Honeywell 401(k) Plans, if such rollover is elected in accordance
with applicable Law and the terms of the Honeywell 401(k) Plan and by such employee. Upon completion of a transfer of the account
balances of any AdvanSix Employee, as described in this Section 9.02, AdvanSix and the AdvanSix 401(k) Plan shall be
responsible for all Liabilities of the Honeywell Group under the Honeywell 401(k) Plan with respect to any AdvanSix Employee or
Former AdvanSix Employee whose account balance was transferred to the AdvanSix 401(k) Plan (and his or her respective beneficiaries),
and the Honeywell Group and the Honeywell 401(k) Plan shall have no Liabilities to provide such participants (or any of their beneficiaries)
with benefits under the Honeywell 401(k) Plan. In the event that the elections by AdvanSix Employees pursuant to this Section 9.02
in connection with the Distribution result in a mass rollover, Honeywell and AdvanSix shall use commercially reasonable efforts
to cooperate to effect such mass rollover, including by exchanging any necessary participant records and engaging recordkeepers,
administrators, providers, insurers and other third parties.


 


SECTION 9.03.          Employer
401(k) Plan Contributions. The Honeywell Group shall remain responsible for making all employer contributions under the Honeywell
401(k) Plan with respect to any AdvanSix Employees or Former AdvanSix Employees relating to periods prior to the Distribution;
provided that, prior to the rollover of any AdvanSix Employee’s or Former AdvanSix Employee’s account pursuant
to Section 9.02, the Honeywell Group shall make all employer contributions with respect to such AdvanSix Employee or
Former AdvanSix Employee required under the Honeywell 401(k) Plan for periods of time prior to the Distribution. Any such contributions
that are unvested as of the Distribution shall be treated in accordance with the terms of the Honeywell 401(k) Plan. On and after
the Distribution, the AdvanSix Group shall be responsible for all employer contributions under the AdvanSix 401(k) Plan with respect
to any AdvanSix Employees or Former AdvanSix Employees.




    	 



    		12



    


SECTION 9.04.          Stock
Considerations. Following the Distribution, AdvanSix Employees and Former AdvanSix Employees shall not be permitted to acquire
shares of Honeywell Common Stock in any stock fund under the AdvanSix 401(k) Plan.


 


SECTION 9.05.          Limitation
of Liability. For the avoidance of doubt, Honeywell shall have no responsibility for any failure of AdvanSix to properly administer
the AdvanSix 401(k) Plan in accordance with its terms and applicable Law, including any failure to properly administer the accounts
of AdvanSix Employees, Former AdvanSix Employees and their respective beneficiaries, including accounts rolled over in accordance
with Section 9.02, in such AdvanSix 401(k) Plan.


 


ARTICLE
X


 


NONQUALIFIED
DEFERRED COMPENSATION


 


SECTION 10.01.          Honeywell
Nonqualified Deferred Compensation Plans. The Honeywell Group shall retain all assets and all Liabilities arising out of or
relating to the Honeywell Nonqualified Deferred Compensation Plans related to any AdvanSix Employee or Former AdvanSix Employee
(and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation
to make all payments or distributions in respect of such Liabilities in accordance with the terms of the applicable Honeywell Nonqualified
Deferred Compensation Plan. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or
any of the Ancillary Agreements, including this Agreement, will trigger a payment or distribution of compensation under the Honeywell
Nonqualified Deferred Compensation Plans to any AdvanSix Employee or Former AdvanSix Employee (and their respective beneficiaries)
and, consequently, that the payment or distribution of any compensation to which any AdvanSix Employee or Former AdvanSix Employee
(and their respective beneficiaries) is entitled under the Honeywell Nonqualified Deferred Compensation Plans will occur upon the
time or times provided for under the applicable Honeywell Nonqualified Deferred Compensation Plans and such AdvanSix Employee’s
or Former AdvanSix Employee’s deferral elections. Following the payment or distribution of such amounts to the AdvanSix Employees,
Former AdvanSix Employees or their respective beneficiaries, the members of the Honeywell Group shall have no actual or potential
Liabilities relating to, arising out of or resulting from the participation of the AdvanSix Employees and Former AdvanSix Employees
in the Honeywell Nonqualified Deferred Compensation Plans. Following the date of this Agreement, Honeywell and AdvanSix shall use
commercially reasonable efforts to cooperate in administering the Honeywell Nonqualified Deferred Compensation Plans for purposes
of satisfying any obligations relating to the participation of any AdvanSix Employee or Former AdvanSix Employee, including by
exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.




    	 



    		13



    


ARTICLE XI


 


VACATION


 


SECTION 11.01.          Vacation.
Upon the Distribution, the AdvanSix Group shall assume and be solely responsible for all Liabilities for vacation accruals and
benefits with respect to each AdvanSix Employee; provided, however, that (a) for purposes of determining the
number of vacation days to which such employee shall be entitled following the Distribution, AdvanSix and its Subsidiaries shall
assume and honor all vacation days accrued or earned but not yet taken by such employee, if any, as of the Distribution, and (b) to
the extent such employee is entitled under any applicable Law or any policy of his or her respective employer that is a member
of the Honeywell Group, as the case may be, to be paid for any vacation days accrued or earned but not yet taken by such employee
as of the Distribution, AdvanSix shall assume and be solely responsible for the Liability to pay for such vacation days.


 


ARTICLE
XII


 


LONG-Term
Incentive COMPENSATION AWARDS


 


SECTION 12.01.          AdvanSix
Long-Term Incentive Plan. Prior to the Distribution, Honeywell shall cause AdvanSix to adopt a long-term incentive plan or
program, to be effective immediately prior to the Distribution (the “AdvanSix Long-Term Incentive Plan”) and
Honeywell shall approve the AdvanSix Long-Term Incentive Plan as the sole stockholder of AdvanSix.


 


SECTION 12.02.          Equity
Award Adjustments. Each outstanding equity award granted under the Honeywell Equity Plans held by any individual as of the
Distribution shall be adjusted in accordance with the resolutions adopted by the Management Development and Compensation Committee
of Honeywell in connection with the Distribution. Equity awards that are covered by this Section 12.02 shall not be
exercisable and/or settled during a period beginning on a date prior to the Distribution Date determined by Honeywell in its sole
discretion, and continuing until the adjustments made pursuant to such resolutions are completed, as determined by Honeywell in
its sole discretion.


 


SECTION
12.03.          Treatment of Incentive Awards Upon
Distribution. Notwithstanding anything in this Agreement, the Honeywell Equity Plans or an award agreement to the
contrary, any awards under the Honeywell Equity Plans held by AdvanSix Employees (including GPUs) shall remain outstanding
through the following applicable date (each, a “Vesting Date”): (a) in the case of stock options, through
March 2017; (b) in the case of restricted stock units, through the end of July 2017; and (c) in the case of GPUs, to the end
of March 2017. Such awards shall otherwise remain subject to the terms of the applicable Honeywell Equity Plan and the
applicable award agreement; provided, however, that service with the AdvanSix Group through such vesting date
shall count as service with the Honeywell Group for purposes of vesting under such awards. Any award, or portion of any
award, that does not become vested on or prior to the applicable Vesting Date shall be forfeited.




    	 



    		14



    


SECTION
12.04.          Incentive Award Reimbursement. Following the
Distribution, Honeywell may, from time to time, deliver to AdvanSix a summary (a “Reimbursement Invoice”)
of all Reimbursement Events that have occurred on or after the date of the previous Reimbursement Invoice or, in the case of
the first Reimbursement Invoice delivered to AdvanSix, the Distribution Date. Such Reimbursement Invoice shall also include
an amount equal to the aggregate value of all expenses incurred on or after the Distribution by the Honeywell Group, as
determined by Honeywell in its reasonable discretion and consistent with past practice, with respect to the Reimbursement Awards
identified in such Reimbursement Invoice, and within ten (10) days following the delivery of such Reimbursement Invoice,
AdvanSix shall make a cash payment to Honeywell equal to such aggregate value. 


 


SECTION 12.05.          Cooperation.
For so long as any equity award in respect of Honeywell Common Stock is outstanding and held by an AdvanSix Employee or Former
AdvanSix Employee, the Honeywell Group and the AdvanSix Group shall reasonably cooperate in the exchange of information and take
any action necessary to administer such equity awards following the Distribution, including the following: (i) AdvanSix shall notify
Honeywell in writing within five (5) days of any change in employment status (including but not limited to termination of employment),
(ii) the Parties shall exchange any information necessary to satisfy their obligations under Section 12.04, (iii) the Parties
shall take any steps necessary to ensure that the employee-paid portion of any Taxes (including any Employment Taxes) required
to be withheld upon the exercise or vesting of any such equity award is withheld by or paid over to, as applicable, the applicable
Party responsible for remitting such amount to the appropriate Taxing Authority as promptly as reasonably practicable, (iv) AdvanSix
will provide payroll information to Honeywell in respect of AdvanSix Employees and Former AdvanSix Employees, including year-to-date
amounts withheld for Federal Insurance Contribution Act Taxes, Medicare Taxes and supplemental compensation, (v) other than with
respect to the Reimbursement Awards, any U.S. Federal, state and local income Tax deduction arising as a result of the exercise,
vesting or settlement of any equity award held by an AdvanSix Employees or Former AdvanSix Employee adjusted pursuant to Section 12.02
will be claimed by a member of the Honeywell Group; provided, however, that if a deduction claimed by a member of
the Honeywell Group pursuant to this Section 12.05 is disallowed by a Taxing Authority for any reason, a member of the AdvanSix
Group shall amend its Tax Return to claim such deduction and pay to Honeywell an amount equal to the tax benefit actually realized
by the AdvanSix Group resulting from such deduction; provided further that Honeywell, upon the request of AdvanSix, shall
repay any amount paid to Honeywell under the immediately preceding proviso (plus any interest imposed by the relevant Taxing Authority)
in the event AdvanSix is required to surrender such tax benefit and (vi) the Parties will cooperate following the Distribution,
so that the value of any tax benefit actually realized by any member of the Honeywell Group in connection with the vesting, settlement
or exercise of any Reimbursement Award will be transferred to AdvanSix following the Distribution.


 


SECTION 12.06.          Treatment
of Reimbursements. Any cash payment made by AdvanSix to Honeywell in respect
of any award settled in or exercised for Honeywell Common Stock pursuant to this Article XII shall be treated by Honeywell
and




    	 



    		15



    


AdvanSix for all Tax purposes as purchase
price or partial purchase price for the shares of Honeywell Common Stock equal to the value of any such cash payment, and not as
a distribution from AdvanSix to Honeywell immediately prior to the Distribution or as consideration for
any property contributed to AdvanSix in connection with the transactions contemplated by the Separation Agreement. Any cash
payment made by Honeywell to AdvanSix pursuant to this Article XII shall be treated for all Tax purposes as a contribution
from Honeywell to AdvanSix immediately prior to the Distribution.


 


ARTICLE
XIII


 


COOPERATION;
ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY


 


SECTION 13.01.          Cooperation.
Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable
efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require
the cooperation of the other Party in order to accomplish the objectives of this Agreement. Without limiting the generality of
the preceding sentence, (a) Honeywell, AdvanSix and their respective Subsidiaries shall cooperate in connection with any audits
of any Benefit Plan with respect to which such Party may have Information, (b) Honeywell, AdvanSix and their respective Subsidiaries
shall cooperate in connection with any audits of their respective payroll services (whether by a Governmental Authority in the
U.S. or otherwise) in connection with the services provided by one Party to the other Party and (c) Honeywell, AdvanSix and
their respective Subsidiaries shall cooperate in good faith in connection with the notification and consultation with labor unions
and other employee representatives of employees of the Honeywell Group and the AdvanSix Group. With respect to each Benefit Plan,
the obligations of the Honeywell Group and the AdvanSix Group to cooperate pursuant to this Section 13.01 or any other
provision of this Agreement shall remain in effect until the later of (i) the date all audits of such Benefit Plan with respect
to which a Party may have Information have been completed, (ii) the date the applicable statute of limitations with respect to
such audits has expired and (ii) the date the Honeywell Group discharges all obligations to AdvanSix Employees, Former AdvanSix
Employees and their respective beneficiaries under such Benefit Plan.


 


SECTION 13.02.          Access
to Information; Litigation; Confidentiality. Except as would be inconsistent with Section 13.01 or any other provision
of this Agreement relating to cooperation, Article VII of the Separation Agreement is hereby incorporated into this Agreement
mutatis mutandi.


 


ARTICLE
XIV


 


TERMINATION


 


SECTION 14.01.          Termination.
This Agreement may be terminated by Honeywell at any time, in its sole discretion, prior to the Distribution; provided,
however, that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance
with its terms.




    	 



    		16



    


SECTION 14.02.          Effect
of Termination. In the event of any termination of this Agreement prior to the Distribution, none of the Parties (or any of
its directors or officers) shall have any Liability or further obligation to any other Party under this Agreement.


 


ARTICLE
XV


 


MISCELLANEOUS


 


SECTION 15.01.          Incorporation
of Indemnification Provisions of Separation Agreement. In addition to the specific indemnification provisions in this Agreement,
Article VI of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.


 


SECTION 15.02.          Benefit
Plan Indemnification. If the Parties determine that AdvanSix is unable to establish any AdvanSix Benefit Plan as of the Distribution
Date that it is required under this Agreement to establish by the Distribution Date, then, to the extent provided on Schedule 15.02,
AdvanSix shall indemnify, defend and hold harmless each of the Honeywell Indemnitees from and against any and all Liabilities of
the Honeywell Indemnitees relating to, arising out of or resulting from participation by any AdvanSix Employee or Former AdvanSix
Employee on or after the Distribution Date in any such Honeywell Benefit Plan set forth on Schedule 15.02 due to the failure to
timely establish such AdvanSix Benefit Plan or Plans, subject to any other terms and conditions set forth on such Schedule.


 


SECTION 15.03.          Further
Assurances. Article X of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.


 


SECTION 15.04.          Administration.
AdvanSix hereby acknowledges that Honeywell has provided or will provide administration services for certain AdvanSix Benefit Plans
and AdvanSix agrees to assume responsibility for the administration and administration costs of such plans and each other AdvanSix
Benefit Plan. The Parties shall cooperate in good faith to complete such transfer of responsibility on commercially reasonable
terms and conditions effective no later than the Distribution or the applicable Welfare Plan Date or Workers’ Compensation
Plan Date.


 


SECTION 15.05.          Third-Party
Beneficiaries. Except as otherwise may be provided in the Separation Agreement with respect to the rights of any Honeywell
Indemnitee or AdvanSix Indemnitee, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and
are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no
third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability,
reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.


 


SECTION 15.06.          Employment
Tax Reporting Responsibility. To the extent applicable, the Parties hereby agree to follow the alternate procedure for U.S.




    	 



    		17



    


Employment Tax withholding as provided in
Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-35. Accordingly, except as otherwise provided in Sections 12.04 or 12.05,
the members of the Honeywell Group shall not have any Employment Tax reporting responsibilities, and the members of the AdvanSix
Group shall have full Employment Tax reporting responsibilities, for AdvanSix Employees on and after the Distribution.


 


SECTION 15.07.          Data
Privacy. The Parties agree that any applicable data privacy laws and any other obligations of the AdvanSix Group and the Honeywell
Group to maintain the confidentiality of any Information relating to employees in accordance with applicable Law shall govern the
disclosure of Information relating to employees among the Parties under this Agreement. Honeywell and AdvanSix shall ensure that
they each have in place appropriate technical and organizational security measures to protect the personal data of the AdvanSix
Employees and Former AdvanSix Employees. Additionally, each Party shall sign any documentation as may be required to comply with
applicable data privacy Laws.


 


SECTION 15.08.          Section 409A.
Honeywell and AdvanSix shall cooperate in good faith and use reasonable best efforts to ensure that the transactions contemplated
by the Separation Agreement and the Ancillary Agreements, including this Agreement, will not result in adverse tax consequences
under Section 409A of the Code to any AdvanSix Employee or Former AdvanSix Employee (or any of their respective beneficiaries),
in respect of their respective benefits under any Benefit Plan.


 


SECTION 15.09.          Confidentiality.
(a) Each of Honeywell and AdvanSix, on behalf of itself and each Person in its respective Group, shall, and shall cause its respective
directors, officers, employees, agents, accountants, counsel and other advisors and representatives to, hold, in strict confidence
and not release or disclose, with at least the same degree of care, but no less than a reasonable degree of care, that it applies
to its own confidential and proprietary Information pursuant to policies in effect as of the Distribution, all Information concerning
the other Group or its business that is either in its possession (including Information in its possession prior to the Distribution)
or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors
and representatives at any time pursuant to this Agreement and shall not use any such Information other than for such purposes
as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public
domain through no fault of any member of the Honeywell Group or the AdvanSix Group, as applicable, or any of its respective directors,
officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from
other sources by any of Honeywell, AdvanSix or its respective Group, employees, directors or agents, accountants, counsel and other
advisors and representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge
of any of Honeywell, AdvanSix or Persons in its respective Group, as applicable, regarding such Information (iii) independently
generated without reference to any proprietary or confidential Information of the Honeywell Group or the AdvanSix Group, as applicable,
or (iv) required to be disclosed by applicable Law; provided, however, that the Person required to disclose
such Information gives the applicable Person prompt, and to the extent reasonably practicable,




    	 



    		18



    


prior notice of such disclosure and an opportunity
to contest such disclosure and shall use commercially reasonable efforts to cooperate, at the expense of the requesting Person,
in seeking any reasonable protective arrangements requested by such Person. In the event that such appropriate protective order
or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished,
only that portion of such Information that is legally required to be disclosed and shall take commercially reasonable steps to
ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of Honeywell and AdvanSix
may release or disclose, or permit to be released or disclosed, any such Information concerning the other Group (A) to their
respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know
such Information (who shall be advised of the obligations hereunder with respect to such Information) and (B) to any nationally
recognized statistical rating agency as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities
upon normal terms and conditions; provided, however, that the Party whose Information is being disclosed or released
to such rating agency is promptly notified thereof.


 


(b)          Without
limiting the foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated
by this Agreement, each of Honeywell and AdvanSix shall, promptly after request of the other Party, either return all Information
in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party,
as applicable, that it has destroyed such Information (and used commercially reasonable efforts to destroy all such Information
electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database)).


 


SECTION 15.10.          Additional
Provisions. Sections 12.01 to 12.14 of the Separation Agreement are hereby incorporated into this Agreement mutatis mutandi.


 


[SIGNATURE PAGE TO FOLLOW]




    	 



    		 



    




IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their duly authorized representatives.


 


	 	HONEYWELL INTERNATIONAL INC.,
	 	 	 
	 	by	 
	 	 	 
	 	 	Name:
	 	 	Title:



 


	 	ADVANSIX INC.,
	 	 	 
	 	by	 
	 	 	 
	 	 	Name:
	 	 	Title: