exhibit
10.7


 


CONSULTING AGREEMENT


 


AGREEMENT made effective
as of the 1st day of June, 2014 by and between David J. Anderson (hereinafter referred to as “Consultant”), and Honeywell
International Inc., a corporation organized under the laws of the state of Delaware (hereinafter referred to as “Honeywell”
or the “Company”).


 


WITNESSETH:


 


WHEREAS, Consultant
has been a senior executive of the Company for approximately eleven years; and


 


WHEREAS, the Consultant,
in his role as the Company’s Chief Financial Officer, became intimately familiar with the Company’s significant business
strategies and challenges; and


 


WHEREAS, the Consultant
has announced his retirement from the Company effective at the close of business on May 31, 2014; and


 


WHEREAS, the Company
is desirous of engaging Consultant to help in the transition of his former duties and the management of certain projects and initiatives
on an ad hoc basis; and


 


WHEREAS, Consultant
is desirous of working on certain such projects and initiatives on a part-time basis and according to his own schedule;


 


NOW THEREFORE, in
consideration of the mutual covenants contained herein, it is agreed as follows:


 


1. The Company hereby
retains Consultant as an independent contractor to perform the services set forth in Exhibit A, attached hereto and made a part
hereof, as well as other similar and appurtenant duties as may be assigned to Consultant while performing such services. Company
and Consultant shall confer from time to time to review and revise, as appropriate, the list of services set forth in Exhibit A.
Subject to the provisions of Paragraph 2, Consultant agrees to comply with applicable Company policies in the performance of his
services hereunder. The term of this Agreement shall begin on June 1, 2014 (“Effective Date”) and end on May 31, 2016
(“Termination Date”), unless earlier terminated as provided herein. The term of this Agreement may be further extended
by the written agreement of Consultant and the Company.


 


2. Consultant shall provide
to the Company, in accordance with the format requested by the Company’s CEO, written periodic reports of his activities
in sufficient detail to evidence the nature and scope of the services provided, and will provide supporting documentation in the
form of related work records, meeting reports and similar documents as requested by the Company. Consultant shall be free to determine
his own means and manner of accomplishing the purposes of the parties, as more fully set forth in Exhibit A, provided he performs
his services hereunder in a




    	1 | P a g e	 



    	



    

manner acceptable to Honeywell, as determined
in accordance with Paragraph 7 hereof, and provided he complies fully with all laws and regulations applicable to Honeywell’s
operations and Consultant’s services. Honeywell shall not exercise or retain the right to control, direct or supervise the
manner in which Consultant performs services for Honeywell.


 


3. Consultant shall perform
the services specified in Exhibit A at such locations as shall be necessary, convenient or appropriate to the performance of such
services.


 


4. As full and complete
payment for all services rendered hereunder, the Management Development and Compensation Committee of the Board of Directors has
approved the following compensation package (the “Consideration”), which compensation package shall apply to the specific
elements hereof notwithstanding any contrary provisions in the applicable Company compensation plans:


 


(a) Pre-existing Stock
Option Awards. All outstanding stock options that are unvested as of the first day of the term of this Agreement shall continue
to vest as scheduled as if the Consultant were still actively employed by the Company. Subject to subparagraph (d) below, you shall
have three (3) years from the date of vesting to exercise any options that become exercisable by virtue of this subparagraph (a).


 


(b) Growth Plan Units.
Consultant will receive the second tranche of his actual earned 2012-2013 Growth Plan award in March 2015.


 


(c) Pre-Existing Restricted
Stock Unit Awards. Consultant’s restricted stock units that were scheduled to vest in October 2014 and July 2015 shall
be allowed to vest as scheduled; provided, however, to the extent allowing any restricted stock units to vest as scheduled would
subject you to additional taxes under Section 409A of the Internal Revenue Code, such restricted stock units shall vest not later
than the March 1 of the calendar year following the calendar year in which you are deemed to have separated from service with the
Company for purposes of Section 409A.


 


(d) Extension of Option
Exercise Periods. If, at the end of the term of this Agreement, the Company’s CEO has determined, in his sole and absolute
discretion, that Consultant has (i) executed his duties hereunder with a high degree of skill and efficiency, and (ii) not violated,
in other than a de minimis way, any of the restrictive covenants to which he has agreed herein or in any other agreements between
himself and the Company, Consultant shall have the full remaining term to exercise any unexercised options.


 


5. The Company shall
reimburse Consultant for all reasonable out-of-pocket expenses (transportation, hotels, meals, and telecommunications) necessarily
incurred by Consultant in connection with any trip made at the request of the Company and with its approval. Necessary expenses
will include reimbursement for coach class airfares and the cost of reasonable meals and accommodations. Reimbursement shall be
made by payment within 30 days after receipt of invoice rendered by the Consultant, subject to approval of the Company. All invoices
submitted for payment shall be in the name of Consultant. No other expenses will be eligible for reimbursement unless the Company
authorizes them in advance and an itemized statement of the expense is submitted to the Company along with the Consultant’s
invoice. Any disbursement paid to a third




    	2 | P a g e	 



    	



    

party by the Consultant shall be authorized
in advance by the Company and an itemized statement of the same shall be submitted to the Company with the Consultant’s invoice.


 


6. The Company expressly
declares that it would never knowingly request that Consultant perform any task that would subject the Consultant to civil or criminal
liability. Thus, notwithstanding any provision herein contained to the contrary, in the event the Company determines that the payment
of a fee or the payment of any reimbursement as herein provided is contrary to law or governmental policy of the country or countries
out of which the transaction arises, the Consultant hereby waives any right title or interest to the fee or reimbursement to which
the Consultant would otherwise be entitled. The Consultant hereby represents to the Company that (i) no part of any fee paid or
reimbursement for any disbursement shall be paid, directly or indirectly, to or for the benefit of any employee, agent or representative
of any government, governmental agency or commercial customer for an improper purpose or to obtain a benefit for the Company or
any of its subsidiaries or affiliates, and (ii) this Agreement and its performance hereunder do not violate the laws or regulations
of the United States, any state thereof, or any other country in which Consultant is performing services hereunder, including,
without limitation, laws and regulations pertaining to gratuities, conflicts of interest, post-Government employment, or the disclosure
of source selection or proprietary information.


 


7. In the performance
of the services described herein, the Consultant (a) shall be deemed to be and shall act strictly and exclusively as an independent
contractor and shall not be considered under the provisions of this Agreement or otherwise as having an employee status with Honeywell,
or as being eligible to participate in or receive any benefit under a benefit plan or program made available to employees of the
Company; (b) is not granted and shall not exercise any authority to assume or create any obligation or responsibility, express
or implied, on behalf of or in the name of the Company, or to bind the Company to any agreement, contract or arrangement of any
nature, except as expressly provided herein; (c) shall comply with all applicable laws and regulations; (d) shall have sole responsibility
for the payment of applicable taxes, all workers’ compensation and disability insurance, Social Security and other similar
taxes levied with respect to any payment hereunder that is properly reportable on Form 1099; and (e) shall not contact U.S. Government
personnel without the prior written consent of the Company.


 


8. In further exchange
for the Consideration detailed in Paragraph 4 of this Agreement, Consultant agrees that the term of this Agreement shall be treated
as employment with the Company solely for purposes of any noncompetition agreement he has executed in favor of the Company, and
that the post-termination restriction period of any such noncompetition agreement shall not begin to run until this Agreement has
been terminated.


 


9. The terms and conditions
of this Agreement and the services to be performed hereunder, as well as the information and knowledge divulged to Consultant or
developed by Consultant during or in connection with his services hereunder (including any reports, analyses, working papers, memoranda,
notebooks, data, computer programs and discs or other materials prepared by Consultant in the course of providing the services
which are the subject of this Agreement), shall be treated by the Consultant as confidential information and shall not be disclosed
to third parties or to the public without prior written approval of the Company, except to the extent otherwise required by law.




    	3 | P a g e	 



    	



    

10. Unless Consultant
first secures the Company’s written consent, he will at no time, during or after his engagement by the Company, directly
or indirectly, publish, use, or disclose or authorize, advise, hire, counsel or otherwise procure any other person or entity, directly
or indirectly, to publish, disclose or use any trade secrets or other confidential information of the Company which Consultant
acquired or became aware of during his employment with the Company or his engagement hereunder either for Consultant’s own
benefit or for the benefit of any other person, whether or not developed by Consultant, except as required in the performance of
Consultant’s services for the Company or except to the extent otherwise required by law.


 


11. The Company does
not desire to acquire any secret or confidential knowledge or information from Consultant that may have been acquired from others.
Accordingly, Consultant represents and warrants that any and all information, practices or techniques which he will describe, demonstrate,
divulge or in any other manner make known to the Company during the performance of services hereunder may be divulged without any
obligation to, or violation of, any right of others. Consultant further represents and warrants that any and all practices or techniques
which he will disclose and materials prepared by him may be freely used by the Company without violation of any law or payment
of any royalty, except as it shall specifically advise to the contrary in writing. Consultant shall exonerate, indemnify and hold
harmless the Company from and against any and all liability, loss, cost, expense, damage, claims or demands for actual or alleged
violation of the rights of others in any trade secret, know how or other confidential information which is based in whole or in
part on the Company’s receipt or use of the services or information provided by the Consultant.


 


12. Consultant acknowledges
that all records, reports, analyses, working papers, memoranda, notebooks, computer programs and discs or other materials prepared
by Consultant in the course of performing services which are the subject of this Agreement and all records and copies of records
relating to the Company’s operations, investigations and business (collectively referred to as “Proprietary Materials”),
made or received by Consultant during the term of this Agreement are and shall be the Company’s property exclusively, and
Consultant shall surrender the same at the termination of this Agreement, if not before. Consultant may use Proprietary Materials
only with the express written consent of the Company.


 


13. In further exchange
for the Consideration detailed in Paragraph 4 of this Agreement, Consultant agrees that the prohibitions on the solicitation of
Honeywell customers, vendors, suppliers and employees contained in any agreements he has executed in favor of the Company shall
apply during the term of this Agreement and for two (2) years after this Agreement has been terminated.


 


14. Consultant shall
exonerate, indemnify and hold harmless the Company, its directors, officers and employees, from and against any and all liability,
losses, costs, expenses (including attorneys fees), damages, actions, claims or demands (including those based on the injury to
or death of any person or damage to property), directly or indirectly arising out of, or resulting from, or relating to any act
or omission of Consultant or his employees, officers, agents or subcontractors related to services performed for the Company hereunder,
but only to the extent such damages, actions, claims or demands arise from the willful misconduct of Consultant or Consultant’s
bad faith.


 


15. Neither party shall
assign any right in or obligation arising under this Agreement without the other party’s written consent, and any such assignment
shall be void. This Agreement




    	4 | P a g e	 



    	



    

shall be binding on and inure to the benefit
of each party’s heirs, executors, legal representatives, successors and permitted assigns.


 


16. This Agreement shall
be effective as of the Effective Date and shall terminate on the Termination Date, subject to the right of either party to terminate
this Agreement for any reason at any time upon not less than 30 days’ prior written notice to the other party. Early termination
by the Company shall not affect its obligations hereunder to provide the consideration described in Paragraph 4. Early termination
by the Consultant shall not affect his obligations under Paragraphs 6, 7, 9, 10, 11, 12, 13, 14 and 15. In the event of early termination
by Consultant other than by reason of death or total and permanent disability, Consultant shall (A) forfeit (i) any outstanding
options, (ii) any outstanding restricted units, and (iii) the right to any unpaid Growth Plan award amounts, and (B) repay the
compensatory gains from the consideration described in Paragraph 4.


 


 17. Notices or communications hereunder shall be in writing, addressed as follows:




 


	(a)	If to the Company:	Honeywell International Inc.
	 	 	101 Columbia Road
	 	 	Morristown, New Jersey 07962
	 	 	Attn: Kevin M. Covert
	 	 	Vice President and Deputy General Counsel
	 	 	 
	 	If to Consultant:	David J. Anderson
	 	 	 
	 	With a Copy to:	Todd Garvelink, Esquire
	 	 	Morrison Cohen LLP
	 	 	909 Third Avenue
	 	 	New York, NY  10022-4784
	 	 	tgarvelink@morrisoncohen.com


 


Any such notice shall be deemed to be given
as of the date it is personally delivered, the next business day after the date faxed (upon confirmation of receipt of transmission),
or five days after the date mailed in the manner specified.


 


(b) This Agreement shall
be governed by and construed and interpreted in accordance with the laws of the State of New Jersey, disregarding any conflict-of-laws
rules that may direct the application of the laws of another jurisdiction.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and merges and supersedes
all prior agreements, discussions and writings with respect thereto. No modification or alteration of this Agreement shall be effective
unless made in writing and signed by both Consultant and the Company.


 


18. Consultant has received
a copy of the Company’s Code of Business Conduct (the “Code”). Consultant certifies that it has reviewed and
understands the Code and will fully comply with its terms and take all necessary steps to assist the Company in complying with
it. If the services




    	5 | P a g e	 



    	



    

provided hereunder are related to a U.S. Department
of Defense contract, Consultant shall represent that he has been made aware of the Company’s commitment to the Defense Industry
Initiative for Federal Procurement Related Services.


 


19. Without prejudice
to the rights and remedies otherwise available to the Company hereunder, the Company shall be entitled to equitable relief by way
of injunction or otherwise if Consultant breaches or threatens to breach any of the provisions of this Agreement. In addition,
and not by way of limitation, in the event Consultant materially fails to perform his duties hereunder upon notice and request
for performance, or otherwise materially breaches the terms of any confidentiality, nonsolicit or noncompetition covenants that
Consultant may have executed in favor of the Company, Consultant shall be treated as if he terminated this Agreement early under
Paragraph 16.


 


20. In the event any
provision of this Agreement shall not be enforceable, the remainder of this Agreement shall remain in full force and effect.


 


21. The waiver by Company
of any nonperformance or breach by Consultant of any provisions of this Agreement must be in writing and shall not be construed
as waiving any such provision in the future. No delay or failure by Company in enforcing or exercising any right hereunder and
no partial or single exercise thereof, shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.


 


22. This Agreement contains
the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and merges and supersedes
all prior discussions and writings with respect thereto. No modification or alteration of this Agreement shall be effective unless
made in writing and signed by both parties hereto.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the first day above written.


 


Consultant’s
Taxpayer No.


 


	By:	/s/ David J. Anderson	 
	 	DAVID J. ANDERSON


 


HONEYWELL INTERNATIONAL INC.


 


	By:	/s/ Mark James	 
	 	MARK JAMES
	 	Senior Vice President
	 	Human Resources, Communications and Procurement




    	6 | P a g e	 



    	



    

EXHIBIT A


 


CONSULTING AGREEMENT BETWEEN


HONEYWELL INTERNATIONAL INC.


AND


DAVID J. ANDERSON


 


Consultant Statement of Work


 


Consultant agrees to make himself available
to consult with the Chief Executive Officer of the Company, or his designees, at his/their discretion, for up to two hundred (200)
hours per annum during the term of this Agreement.


 


During the term of this Agreement, Consultant
may not become employed by, perform services for, or otherwise become associated with (as an employee, officer, director, principal,
agent, manager, partner, co-partner or consultant or any other individual or representative role) any other entity (including,
for the sake of clarity, any investment-type entity (e.g., private equity or venture capital firm)) without the express written
consent of the Company’s Chief Executive Officer. If Consultant accepts any such engagement with another entity during the
term of this Agreement without the written consent of the Company’s Chief Executive Officer, the Consultant shall forfeit
any and all of the Consideration set forth in Paragraph 4 and this Agreement shall otherwise become null and void. In addition,
you agree that you will repay to the Company, within thirty (30) days of a demand therefore, any Consideration that you may have
already received solely as a result of the terms of this Agreement.



    	7 | P a g e