Exhibit 10.1


 

	April 1, 2016	


Mr. Rajeev Gautam

50 E. Algonquin Road

Des Plaines, Illinois 60017


 


	Re:	Promotion


 


Dear Rajeev:


 


I am pleased to confirm our offer to you
to become President and CEO, Honeywell Performance Materials & Technologies, located in Morris Plains, New Jersey, and reporting
to Darius Adamczyk. In this position, you will become an Executive Officer of Honeywell. The effective date of your promotion will
be April 4, 2016 (“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, contingent upon the approval of the Management Development and
Compensation Committee (“MDCC”) of the Company’s Board of Directors (expected to be approved at its meeting currently
scheduled for April 25, 2016):


 


COMPENSATION


 


Base Salary: Retroactive to the
Effective Date, your annual base salary will be increased to $700,000. Base salary reviews occur annually and any adjustments are
generally at the end of the first quarter of the calendar year. Adjustments are based on your performance and other relevant factors.
You will next be eligible for a base salary review in March of 2017.


 


Annual Incentive Compensation: Retroactive
to the Effective Date, your target incentive compensation opportunity will be increased to 80% of your annual cash base salary
earnings during the year. For 2016, your incentive compensation award will be prorated based on the number of days your target
incentive was 50%, and the number of days your target incentive will be 80%. Incentive compensation awards are paid in the first
quarter of the following year.


 


Annual Long-Term Incentive Awards:
You will be eligible for annual equity awards with the size and mix determined by the MDCC based on your performance and future
career potential with Honeywell. The terms of all long-term incentive awards are governed by the terms of the applicable stock
plan and the relevant award agreements.


 


Long-Term Incentive Awards: In addition
to the annual long-term incentive awards already granted to you on February 25, 2016, and subject to the approval of the MDCC at
its meeting currently scheduled for April 25, 2016, you will receive the following additional long-term incentives awards for 2016
in connection with this promotion:


 


		·	50,000 Stock Options with a grant date of May 2, 2016; and



 


		·	8,700 Growth Plan Units for the 2016-2017 performance cycle.


 


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These additional awards will be granted
under the terms of the applicable Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “Stock Incentive
Plan”) and governed by the relevant award agreements. The Stock Options will vest ratably over four years.


 


OTHER EXECUTIVE BENEFITS


 


You will also be entitled to the following
Executive Benefits:


 


		·	Vacation: You will be eligible for five (5) weeks vacation.



 


		·	Excess Liability Insurance: Honeywell will pay the annual
premium for an Excess Liability Insurance policy that provides $10,000,000 of coverage per occurrence.



 


		·	Executive Severance: The Honeywell International Inc. Severance
Plan for Designated Officers currently provides for 18 months of base salary continuation and target bonus if your employment is
involuntary terminated for a reason other than Cause (as defined in the severance plan document in effect when you terminate employment).
You will be required to execute a release of claims against Honeywell and its affiliates and related parties and you may be required
to agree to certain non-solicitation, non-disclosure and
non-competition covenants as a condition of receiving executive severance benefits. For additional information, please consult
the actual plan document.



 


RELOCATION


 


A condition of the offer is that you agree
to relocate to the Morris Plains, New Jersey area. You will be eligible for relocation assistance in accordance with the Company’s
Officer Level relocation guidelines. You will be contacted by a representative from our relocation vendor after you return your
signed offer letter to initiate the relocation process.


 


STOCK OWNERSHIP GUIDELINES FOR HONEYWELL
OFFICERS


 


As an Executive Officer of the Corporation,
you will be required to hold four (4) times your annual base salary in Honeywell shares in accordance with the Corporation’s
Stock Ownership Guidelines. The following table provides an overview of the Stock Ownership Guidelines. A copy of the Stock Ownership
Guidelines policy document will be separately provided to you.


 


	Honeywell Shares Counted for Ownership Purposes:	
        ·  Unvested
        restricted stock units (RSUs)


·  Deferred
        restricted stock units


·  Shares
        in tax qualified and non-qualified savings plans


·  Private
        holdings



	Ownership Threshold:	·  4X base salary 
	Retention Requirements:	
        ·  Indefinite
        holding requirement until ownership threshold is met for net gain shares from RSU vesting, payment of deferred RSUs and all stock
        option exercises


·  One
        year for net gain shares from RSU vesting and all stock option exercises (Note: payment of deferred RSUs are exempt from the one
        year minimum hold requirement)



	Time Limit:	
        ·  No
        time requirement to meet ownership threshold


·  Must
        meet threshold in order to sell stock






 


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INTELLECTUAL PROPERTY AND NON-COMPETITION
AGREEMENTS


 


As a condition of this employment offer,
you are required to execute, in the form attached hereto, (i) Honeywell’s “Employee Agreement Relating to Trade Secrets,
Proprietary and Confidential Information” (“IP Agreement”), and (ii) the “Honeywell International Inc.
Noncompete Agreement for Senior Executives” (“Noncompete Agreement”), both of which are attached hereto.


 


ACCEPTANCE OF OFFER


 


Please indicate your acceptance of this
offer by signing this letter in the space provided and returning it, along with an executed copy of the IP Agreement and Noncompete
Agreement, to me.


 


Honeywell has a long and distinguished
history. But, more importantly, we are a company with a terrific future and a great place to work. Our performance culture drives
growth for us and competitive advantage for our customers. We hire the best people; give them every possible opportunity to learn,
grow, and develop; and reward them for their contributions. We offer career paths that span product lines, job types, businesses,
and countries.


 


Rajeev, we are excited to be extending
this offer to you and look forward to working with you in your expanded role. Your experience and background is an asset to our
Company.


 


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


 


Congratulations,


 


/s/ Mark R. James


Mark R. James

Honeywell International Inc.

Senior Vice President

Human Resources, Procurement and Communications


 


Read and Accepted:


 





	/s/ Rajeev Gautam	 	4/4/16
	RAJEEV GAUTAM	 	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 

 


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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 or Honeywell
may terminate your employment at any time. 


 


The descriptions of benefits and
perquisites described in this offer letter are for general information purposes only and are not intended to modify any plan document,
summary plan description (“SPD”) or prospectus. For a complete description of any benefit or perquisite, you may request
a copy of the applicable plan document, SPD or prospectus. The Company reserves the right to modify, amend or terminate any benefit
plan or perquisite in its sole and absolute discretion. 

 


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HONEYWELL INTERNATIONAL

NONCOMPETE AGREEMENT FOR SENIOR

EXECUTIVES


 


In consideration of my transfer, promotion,
or hire into my role as a Senior Executive of the company, my employment, continued employment, compensation and the equipment,
materials, facilities and the Trade Secrets, Proprietary and Confidential Information supplied to me, I agree to the following:


 


1.         Noncompetition.
I acknowledge that in the course of my employment with or provision of services to Honeywell, I have and will become familiar
with Trade Secrets, Proprietary and Confidential Information concerning Honeywell, its businesses and employees, including but
not limited to, Honeywell’s business methods, business systems, strategic plans, plans for acquisition or disposition of
products, expansion plans, financial status and plans, financial data, customer lists and data, and personnel information. I understand
and agree that as part of my continued employment with Honeywell, I will continue to have access to and receive Trade Secrets,
Proprietary and Confidential Information concerning Honeywell. I further acknowledge that Honeywell operates in a very competitive
business environment and my services are and will be of special, unique and extraordinary value to Honeywell. I further acknowledge
that I have been given and will continue to be given access to, and develop relationships with, customers of Honeywell at the time
and expense of Honeywell and have and will continue to receive training, experience and expertise from Honeywell that make my services
of special, unique and extraordinary value to Honeywell. I further acknowledge and agree that I will not, directly or indirectly,
at any time during or after my employment with Honeywell, except in the course of performing my duties at Honeywell, disclose,
disseminate, make available or use Honeywell’s Trade Secrets, Proprietary and Confidential Information.


 


I agree that, during
my employment and for a period of two (2) years following my Termination of Employment with Honeywell for any reason, I will 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) a Competing Business (as defined below).
This restriction shall apply to any Competing Business that conducts business in the same or substantially similar geographic area
in which any Honeywell business, for which I was employed or performed services in a job covered by this Program during the Look
Back Period, conducts business or plans to conduct business as of my Termination of Employment. I acknowledge (i) that Honeywell’s
business is conducted throughout the United States and around the world, (ii) notwithstanding the state of incorporation or principal
office of Honeywell, it is expected that Honeywell will have business activities and have valuable business relationships within
its industry throughout the United States and around the world, and (iii) as part of my responsibilities, I may be conducting business
throughout the United States and around the world in furtherance of Honeywell’s business and its relationships.


 


A “Competing Business”
shall mean any business, person, entity or group of business entities, regardless of whether organized as a corporation, partnership
(general or limited), joint

 


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venture, association or other organization,
that (i) conducts or is planning to conduct a business similar to and/or in competition with any business conducted or planned
by any Honeywell business for which I (A) was employed or performed services in a job covered by this Program, or (B) had knowledge
of operations over the Look Back Period, or (ii) designs, develops, produces, offers for sale or sells a product or service that
can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services
designed, developed, manufactured, produced or offered for sale or sold by any Honeywell business for which I (X) was employed
or performed services in a job covered by this Program, or (Y) had knowledge of operations during the Look Back Period. I acknowledge
that I will be deemed to have knowledge of a business if I received, was in possession of or otherwise had access to Trade Secrets,
Proprietary and Confidential Information regarding such business. For purposes of illustration only, I acknowledge and understand
that each of the corporations or entities (and any related entities, subsidiaries, affiliates or successors) set forth on the Addendum
attached hereto is a Competing Business as of the date hereof. I further acknowledge and agree that the Addendum attached hereto
is not an exhaustive list and is not intended to include all of Honeywell’s current or future competitors, which I acknowledge
may include other persons or entities in the future. I further acknowledge and understand that if I have any questions about whether
any prior Honeywell position which I have held over the last two years is subject to this Program and shall be used to identify
Competing Businesses, I should contact my Human Resource representative.


 


Honeywell recognizes
that some businesses, persons, entities, or group of businesses that are Competing Businesses as defined above may also have lines
of business or parts of their business that do not compete with Honeywell as defined above, and the restrictions contained herein
are not intended to include such lines of business or parts of their businesses. I understand and agree that if I intend to 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) a Competing Business as defined above, it is
presumed that the restriction contained herein applies. I further understand and agree that if I do not believe the restriction
contained herein should apply, I must demonstrate to Honeywell that I will only be 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) a line of business in, or part of, a Competing Business that does not compete with Honeywell
as defined above.


 


2.         Reasonableness
of Restrictions and Validity. I agree that the terms of this Agreement are reasonable and do not impose a greater restraint
than necessary to protect Honeywell’s legitimate protectable business interests, including the protection of its Trade Secrets,
Proprietary and Confidential Information. It is the desire and intent of the parties hereto that the provisions of this Agreement
shall be enforced to the fullest extent legally-permissible. Accordingly, if any particular provision(s) of this Agreement shall
be adjudicated to be overbroad, invalid or unenforceable, the court may modify or sever such provision(s), such modification or
deletion to apply only with respect to the operation of such provision(s) in the particular jurisdiction in which such adjudication
is made. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively
broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable
to the extent compatible with the applicable law as it shall then appear. The remaining provisions of this Agreement shall remain
in full force and effect. I also agree that the parties shall request that a court of competent jurisdiction not invalidate or
ignore the terms of this Agreement, but instead honor this provision by reforming

 


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or modifying any overbroad or otherwise
invalid terms to the extent necessary to render the terms valid and enforceable and then enforcing the Agreement as so reformed
or modified.


 


3.         Remedies.
I acknowledge that a remedy at law for any breach or threatened breach of the provisions of this Agreement would be inadequate
and therefore agree that Honeywell shall be entitled to injunctive relief in case of any such breach or threatened breach. I acknowledge
and agree Honeywell may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive
relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement,
and that money damages would not be an adequate remedy for any breach of the provisions of this Agreement. I acknowledge and agree
that a violation of this Agreement would cause irreparable harm to Honeywell, and I covenant that I will not assert in any proceeding
that a violation or further violation of this Agreement: (i) will not result in irreparable harm to Honeywell; or (ii) could be
remedied adequately at law. Honeywell’s right to injunctive relief shall be cumulative and in addition to any other remedies
available at law or equity. In the event that a court determines that I have breached or threatened to breach this Agreement, I
agree to reimburse Honeywell for all attorneys’ fees and costs incurred in enforcing the terms of this Agreement. However,
nothing contained herein shall be construed as prohibiting Honeywell from pursuing any other remedies available for any such breach
or threatened breach against me or my new employer, which may also include, but not be limited to, contract damages, lost profits
and punitive damages.


 


4.         Harm
and Injunctive Relief. I agree and acknowledge that the restrictions contained in this Agreement do not preclude me from earning
a livelihood, nor do they unreasonably impose limitations on my ability to earn a living. I further agree and acknowledge that
the potential harm to Honeywell of the non-enforcement of this Agreement outweighs any potential harm to me from its enforcement
by injunction or otherwise. I acknowledge that I have carefully read this Agreement and have given careful consideration to the
restraints imposed upon me by this Agreement, and am in full accord as to their necessity for the reasonable and proper protection
of Honeywell’s legitimate protectable business interests, including the protection of its Trade Secrets, Proprietary and
Confidential Information. I agree and acknowledge that I have been provided adequate and reasonable consideration in exchange for
the obligations under this Agreement, including employment or continued employment by Honeywell, goodwill, access or continued
access to Honeywell’s Trade Secrets, Proprietary and Confidential Information, access or continued access to customers, and
additional good and valuable consideration. I expressly acknowledge and agree that each and every restraint imposed by this
Agreement is reasonable with respect to subject matter, duration and geographical scope.


 


5.         Binding
Agreement, Amendment, Successors. I acknowledge that the provisions of this Agreement are in addition to, and in no way intended
to limit, restrict or narrow any prior or existing employment or other agreement with Honeywell. This Agreement does not replace
or supersede any prior or existing employment or other agreement with Honeywell, but rather, shall be read in conjunction with
such prior or existing agreements and shall be interpreted in a manner to provide Honeywell the maximum protection provided by
all agreements I have with Honeywell. The terms of the restriction in Paragraph 1 and the other terms in this Agreement are to
be read consistent with the terms of any other noncompete or other agreements that I have executed with Honeywell; provided, however,
to the extent there is a conflict between/among such agreements, such agreements shall be construed as providing the broadest possible
protections to Honeywell, even if such construction would require provisions of more than one such agreement to be given

 


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effect.  No waiver of this Agreement
will be effective unless it is in writing and signed by Honeywell International’s Senior Vice President for Human Resources
and Communications or his/her designee. This Agreement may not be superseded or amended by any other agreement between myself and
Honeywell unless such agreement specifically and expressly states that it is intended to supersede this Agreement and is executed
by Honeywell International’s Senior Vice President for Human Resources and Communications or his/her designee. This Agreement
binds my heirs, executors, administrators, legal representatives and assigns and inures to the benefit of Honeywell and its successors
and assigns.


 


6.         Acknowledgement
of Receipt. I acknowledge that I received a copy of this Agreement prior to accepting my transfer, promotion, or hire into
my new role and that execution of this Agreement was an express condition of such transfer, promotion, or hire.


 


7.         Effectiveness
of Agreement. This Agreement becomes effective when I sign it, the obligations under it continue throughout the entire period
of time I am employed by Honeywell, without regard to the business within Honeywell with which I am associated and these obligations
will continue after, and survive, the end of my employment with Honeywell.


 


8.         Notice
to Future Employers. For the period of two (2) years immediately following the end of my employment with Honeywell, I will
inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy
of it. Honeywell has the right to inform any future employer of the existence of this Agreement and to provide any future employers
with a copy of it. 


 


9.         Governing
Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey
without regard to its principles of conflicts of law. I hereby consent to the exclusive jurisdiction and venue in the federal
and state courts of the State of New Jersey, Morris County, for the resolution of all disputes arising under, or relating to, this
Agreement.


 


10.       Additional
Definitions.


 


“Honeywell”
collectively identifies Honeywell International Inc. (a Delaware corporation having a place of business at Columbia Road and Park
Avenue, Morris Township, Morris County, New Jersey), its predecessors, designees and successors and its past, present and future
operating companies, divisions, subsidiaries, affiliates and other business units, including businesses acquired by purchase of
assets, stock, merger or otherwise.


 


“Look Back Period”
means the two (2) year period ending on the date of my Termination of Employment.


 


“Program”
refers to the noncompete initiative implemented by Honeywell requiring that employees occupying certain Executive Level and Officer
positions (Senior Executives) execute this noncompete Agreement.


 


“Trade Secrets,
Proprietary and Confidential Information” means information which is not generally known in the industry in which Honeywell
International is engaged, which may be disclosed to me or which I may learn, observe, discover or otherwise acquire during, or
as a result

 


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of, my employment by Honeywell and which
includes, without limitation, any information, whether patentable, patented or not, relating to any existing or contemplated products,
inventions, services, technology, ideas, concepts, designs, patterns, processes, compounds, formulae, programs, devices, tools,
compilations of information, methods, techniques, and including information relating to any research, development, manufacture,
purchasing, engineering, know-how, business plans, sales or market methods, methods of doing business, business systems, strategic
plans, plans for acquisition or disposition of products, expansion plans, financial status and plans, financial data, personnel
information, customer lists or data, customer usages or requirements, or supplier information, which is owned or licensed by Honeywell
International or held by Honeywell International in confidence.


 


“Termination of
Employment” means any separation from employment with Honeywell regardless of the reason, including any and all voluntary
and involuntary reasons for termination. The termination date for purposes of this Agreement shall be the last day I actively perform
services for Honeywell.


 


11.       Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not in any way affect the meaning
or construction of this Agreement.


 


I have carefully read this Agreement. I
understand and accept its terms.  I understand and agree that I will continue to be bound by the provisions of this Agreement
after my employment with Honeywell has ended.


 


 


	/s/ Rajeev Gautam	 
	RAJEEV GAUTAM	 
	 	 	 
	Date:	      4/4/16	 


 


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ADDENDUM TO

HONEYWELL INTERNATIONAL

NONCOMPETE AGREEMENT FOR SENIOR EXECUTIVES


 


RAJEEV GAUTAM

EMPLOYED AS

PRESIDENT AND CHIEF OPERATING OFFICER, PMT


 


Pursuant to Paragraph 1 of your Honeywell
International Noncompete Agreement for Senior Executives (“Noncompete Agreement”), this Addendum contains a
list, for illustration purposes only, of specific competitors that are considered a “Competing Business,” as that term
is used in your Noncompete Agreement, and are therefore covered by the restrictions contained in Paragraph 1 of your Noncompete
Agreement. This list is not an exhaustive list and is not intended to include all of Honeywell’s, or your specific business’
or unit’s, current or future competitors, which you acknowledge in Paragraph 1 of your Noncompete Agreement may include other
persons or entities now or in the future.


 


Based on your current role and responsibilities
with Honeywell as President and Chief Operating Officer, Honeywell Performance Materials and Technologies, the following companies
are considered key competitors to Honeywell Performance Materials and Technologies, and therefore, fall within the definition of
a Competing Business as that term is used in your Noncompete Agreement:


 


Emerson, Invensys, Aspen Tech, Accenture,
IBM, Shell Global Solutions, Arkema, Axens, BASF, DSM, DuPont, Shell/Criterion, Albermarle, Sinopec, Chevron Lummus Global, Solvay
Fluor, Celanese


 


As previously noted, this is not an exhaustive
list and there may be other current and future persons or entities that would meet the definition of a Competing Business, as set
forth in your Noncompete Agreement. In addition, pursuant to Paragraph 1 of your Noncompete Agreement, please note that the term
Competing Business, as defined in your Noncompete Agreement, will include competitors of any Honeywell business in which you have
worked in a job subject to the Program (as defined in your Noncompete Agreement) during the Look Back Period (as defined in your
Noncompete Agreement). Accordingly, if you worked in multiple Honeywell businesses in covered positions during your tenure, it
is very likely that the list of Competing Businesses subject to restriction under the terms of your Noncompete Agreement will be
broader than the above illustrative list. If you have questions about whether any prior Honeywell position which you have held
during the Look Back Period subjects you to similar restrictions, and will be used to identify Competing Business(es), you should
contact your Human Resource representative.

 


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HONEYWELL INTERNATIONAL INC.


Employee Agreement Relating to Trade Secrets,

Proprietary and Confidential Information


 


In consideration of my employment, continued
employment, compensation, and the equipment, materials, facilities and Honeywell “Trade Secrets, Proprietary and Confidential
Information” (as hereinafter defined) supplied to me, I understand and agree that:


 


		1.	Records of Inventions. I will keep complete and current written records of all Inventions
I Make during the period of time I am employed by Honeywell and promptly disclose all such Inventions in writing to Honeywell for
the purpose of adequately determining Honeywell’s rights in each such Invention. I will supplement any such disclosures to
the extent Honeywell may request that I do so. If I have any doubt as to whether or not to disclose an Invention to Honeywell,
I will disclose it.



 


		2.	Disclosure of Inventions after Termination. I will promptly and completely disclose in writing
to Honeywell’s Law Department all Inventions which I Make during the one year immediately following the end of my employment
by Honeywell which relate either to my work assignment at Honeywell or to Honeywell’s Trade Secrets, Proprietary and Confidential
Information for the purpose of determining Honeywell’s rights in each such Invention before filing any application for patents
on such Inventions. I will not file any patent application relating to any such Invention without the prior written consent of
Honeywell’s Law Department. If I do not prove that I Made the Invention entirely after leaving Honeywell’s employment,
the Invention is presumed to have been Made during the period of time I was employed by Honeywell. I acknowledge that the conditions
of this paragraph are no greater than is necessary for protecting Honeywell’s interests in Honeywell’s Trade Secrets,
Proprietary and Confidential Information and in Inventions to which it is rightfully entitled.



 


		3.	Ownership of Inventions. Each and every Invention I Make during the period of time I am
employed by Honeywell (a) which relates directly to the business of Honeywell or to Honeywell’s actual or demonstrably anticipated
research or development, or (b) which results from any work I perform for Honeywell is the sole and exclusive property of Honeywell,
and I agree to assign and hereby assign my entire right, title and interest in each such Invention to Honeywell. Each Invention
I Make during the period of time I am employed by Honeywell for which no equipment, supplies, facilities or Honeywell Trade Secrets,
Proprietary or Confidential Information was used and which was developed entirely on my own time is my property, unless (a) the
Invention relates directly to the business of Honeywell or to Honeywell’s actual or demonstrably anticipated research or
development, or (b) the Invention results from any work performed by me for Honeywell. If I assert any property right in an Invention
I Make during the period of time I am employed by Honeywell, I will promptly notify Honeywell’s Law Department in writing.



 


		4.	Cooperation with Honeywell. I will assist and fully cooperate with Honeywell in obtaining,
maintaining, and asserting the fullest measure of legal protection, which Honeywell elects to obtain, maintain or assert for Inventions
in which it has a property right. I will also assist and fully cooperate with Honeywell in defending Honeywell against claims of
violation of the intellectual property rights of others. I will be paid my reasonable expenses in assisting, and cooperating with,
Honeywell. I will execute any lawful document Honeywell requests me to execute relating to obtaining, maintaining, or asserting
legal protection for any said Invention or in defending against claims of the violation of the intellectual property rights of
others (including, but not limited to, executing applications, assignments, oaths, declarations, and affidavits) and I will make
myself available for interviews, depositions and testimony. In the event that Honeywell is unable, after reasonable effort, to
secure my signature on any document or documents needed to apply for or prosecute any patent, copyright, or other right or protection
relating to an Invention, for any other reason whatsoever, I hereby irrevocably designate and appoint Honeywell and its duly authorized
officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any such application or


 


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			applications, and to do all other lawfully-permitted acts to further the prosecution and issuance
of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by me.



 


		5.	Pre-employment Inventions. On Schedule A, which is an integral part of this agreement, I
have completely identified (without disclosing any trade secret, proprietary or other confidential information) every Invention
I Made before my employment by Honeywell in which I have an ownership interest and which is not the subject matter of an issued
patent or a printed publication at the time I sign this agreement. If I become aware of any projected or actual use of any such
Invention by Honeywell, I will promptly notify Honeywell in writing of said use. Except as to the Inventions listed on Schedule
A or those which are the subject matter of an issued patent or a printed publication at the time I sign this agreement, I will
not assert any rights against Honeywell with respect to any Invention Made before my employment by Honeywell.



 


		6.	Honeywell’s Trade Secrets, Proprietary and Confidential Information. I will never,
directly or indirectly, during or after my employment with Honeywell misappropriate, use or disclose Honeywell’s Trade Secrets,
Proprietary and Confidential Information except in furthering Honeywell’s business nor will I disclose or disseminate at
any time Honeywell’s Trade Secrets, Proprietary and Confidential Information to anyone who is not an officer, director, employee,
attorney or authorized agent of Honeywell without the prior written consent of Honeywell’s Law Department unless the specific
item of Honeywell’s Trade Secrets, Proprietary and Confidential Information: (a) is now in, or hereafter, (through no breach
of this agreement) becomes general public knowledge, or (b) prior to my disclosure, dissemination or use, was lawfully acquired
by me without any obligation to retain the information in confidence. In this connection, I will not publish any of Honeywell’s
Trade Secrets, Proprietary and Confidential Information for dissemination outside Honeywell or file any patent application relating
to any Invention I Make during the period of time I am employed by Honeywell without the prior written approval of Honeywell’s
Law Department. I will execute any agreement relating to the protection of Honeywell’s Trade Secrets, Proprietary and Confidential
Information or such information of any third party whose intellectual property Honeywell is under a legal obligation to protect
if Honeywell requests that I do so. I will not engage without the prior written consent of Honeywell’s Law Department, either
during the period of time I am employed by Honeywell or for a period of two years following my Termination of Employment for any
reason, in any activity or employment in the faithful performance of which it could be reasonably anticipated that I would use
or disclose Honeywell’s Trade Secrets, Proprietary and Confidential Information. All documents and tangible things embodying
or containing Honeywell’s Trade Secrets, Proprietary and Confidential Information are Honeywell’s exclusive property.
I have access to them solely for performing the duties of my employment by Honeywell. I will protect the confidentiality of their
content and comply with all security policies and procedures, which may, from time to time, be established by Honeywell. I will
return all of them and all copies, facsimiles and specimens of them and any other tangible forms of Honeywell’s Trade Secrets,
Proprietary and Confidential Information in my possession, custody or control to Honeywell before leaving the employment of Honeywell.



 


			I understand that I have the right to use or practice any skill or expertise generally associated
with my employment but not special or unique to Honeywell, but that I do not have the right to use, practice or disclose Honeywell’s
Trade Secrets, Proprietary and Confidential Information for my own benefit or for the benefit of any third party.



 


		7.	Trade Secrets, Proprietary or Confidential Information from Previous Employment. I certify
that I have not, and will not, disclose or use during my employment by Honeywell, any trade secrets, proprietary or confidential
information which I acquired as a result of any previous employment or under a contractual obligation of confidentiality before
my employment by Honeywell. I understand that Honeywell has no interest in and will not accept disclosure by me of any trade secrets,
proprietary or confidential information, which belongs to a third party. If I am ever placed in a position where I will be required
or am given an assignment that will require me to use, directly or indirectly, any trade secrets, proprietary or confidential information
of any person, previous employer or any third party, I will promptly inform Honeywell’s Law


 


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			Department and my supervisor before I undertake any activity that would involve the use or disclosure
of such information or present the appearance to any such third party that I have used or disclosed such information. If I fail
to do so, Honeywell may elect not to indemnify me in the event of litigation and may take such other actions, as it deems appropriate,
up to and including termination of my employment.



 


		8.	Prior Restrictive Obligation. On Schedule B, which is an integral part of this agreement,
I have completely identified all prior obligations (written and oral), which restrict my ability to perform the duties of my employment
by Honeywell, including all confidentiality agreements and covenants restricting future employment.



 


		9.	Nonsolicitation of Honeywell Employees.  I acknowledge that Honeywell has invested,
and will continue to invest, significant time and money to recruit and retain its employees.  Therefore, recognizing that
in the course of my employment I have obtained valuable information about Honeywell employees, their respective talents and areas
of expertise, I agree that, during my employment and for a period of two years following my Termination of Employment from Honeywell
for any reason, I will not directly or indirectly, for my own account or for others, (i) solicit (or assist another in soliciting)
for employment or for the performance of services, (ii) offer or cause to be offered employment or other service engagement, or
(iii) participate in any manner in the employment or hiring for services of any current or former Honeywell employee with whom
I had contact or of whom I became aware in my last two years of Honeywell employment, unless it has been more than 12 months since
that individual left Honeywell. Nor will I, for my own account or for others, in any way induce or attempt to induce such individual
to leave the employment of Honeywell.



 


		10.	Nonsolicitation of Honeywell Customers, Suppliers, Business Partners and Vendors. I acknowledge
that Honeywell has invested and will continue to invest significant time and money to develop valuable, continuing relationships
with existing and prospective clients and customers of Honeywell. Therefore, recognizing that in the course of my employment I
have obtained and/or will obtain valuable information about Honeywell customers, suppliers, business partners, and/or vendors,
and their requirements, I agree that during my employment and for a period of two years following my Termination of Employment
from Honeywell for any reason, I will not directly or indirectly, for my own account or for others, solicit or assist others in
soliciting or attempt to solicit (or assist others in attempting to solicit), (i) any existing clients, customers, suppliers, business
partners, and/or vendors of Honeywell with whom I had contact, or of whom I became aware while employed by Honeywell during the
two-year period prior to my Termination of Employment, or (ii) any prospective clients, customers, suppliers, business partners,
and/or vendors of Honeywell with whom I had contact and with whom Honeywell took significant steps to do business during the two-year
period prior to my Termination of Employment, for the purpose or effect of inducing such existing or prospective clients, customers,
suppliers, business partners, and/or vendors to cease doing business or reduce their business with Honeywell or to purchase, lease
or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services
offered by Honeywell.



 


		11.	Notice to Future Employers. For the period of two years immediately following the end of
my employment by Honeywell, I will inform each new employer, prior to accepting employment, of the existence of this agreement
and provide that employer with a copy of it. Honeywell has the right to inform any future employer of the existence of this agreement
and to provide any future employers with a copy of it.



 


		12.	Copyright. As to all works prepared by me which are: (i) within the scope of my employment,
or (ii) based upon information I acquired from Honeywell which is not normally made available to the public, or (iii) commissioned
by Honeywell, but not within my scope of employment, I hereby agree to:



 


		(a)	Submit to Honeywell’s Law Department and to my supervisor for approval for publication or
oral dissemination;


 


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		(b)	Assign all right, title and interest in and to the copyright in all such works to Honeywell; and



 


		(c)	Waive any claim of moral rights, author’s rights, droit moral, or any equivalent rights to
the extent necessary or permitted by law.



 


			I hereby release and allow Honeywell to use, for any lawful purpose, any voice reproduction, photograph,
or other video likeness of me made in the course of my employment.



 


		13.	Acknowledgement of Receipt. I acknowledge that I have received a copy of this agreement
prior to accepting employment, continued employment or other consideration as recited herein and that execution of this agreement
was an express condition of my employment, continued employment or receipt of other consideration recited herein.



 


		14.	Effectiveness of Agreement. I acknowledge that the provisions of this agreement are in addition
to, and in no way intended to limit, restrict or narrow any prior or existing agreement with Honeywell. This agreement does not
replace or supersede any prior or existing employment or other agreement with Honeywell, but rather, shall be read in conjunction
with such prior or existing agreements and shall be interpreted in a manner to provide Honeywell the maximum protection and the
most effective and complete assignment of inventions provided by all agreements I have with Honeywell. The terms of this agreement
are to be read consistent with the terms of any other intellectual property, trade secret or confidentiality agreements that I
have executed with Honeywell; provided, however, to the extent there is a conflict between/among such agreements, such agreements
shall be read in concert and construed as providing the broadest possible protections to Honeywell, even if such construction would
require provisions of more than one such agreement to be given effect. This agreement shall be deemed effective as of the first
day of my employment by Honeywell and shall continue throughout the entire period of time I am employed by Honeywell and my obligations
will continue after, and survive, the end of my employment by Honeywell.



 


		15.	Identity of Future Employer. Upon termination of my employment for any reason, if reasonably
requested by Honeywell, I shall advise Honeywell of the name and address of my intended future employer.



 


		16.	Remedies. I acknowledge that a remedy at law for any breach or threatened breach of the
provisions of this Agreement would be inadequate and therefore agree that Honeywell shall be entitled to injunctive relief in case
of any such breach or threatened breach. In the event that a court determines that I have breached or threatened to breach this
agreement, I agree to reimburse Honeywell for all attorneys’ fees and costs incurred in enforcing the terms of the agreement.
However, nothing contained herein shall be construed as prohibiting Honeywell from pursuing any other remedies available for any
such breach or threatened breach against me or my then-current employer which may also include but not be limited to contract damages,
lost profits and punitive damages.



 


		17.	Successors; Binding Agreement. This agreement binds my heirs, executors, administrators,
legal representatives and assigns and inures to the benefit of Honeywell and its successors and assigns. Only a written amendment
executed by both Honeywell and me can modify this agreement.



 


		18.	Governing Law. This agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey without regard to its principles of conflicts of law.



 


		19.	Validity. It is the desire and intent of the parties hereto that the provisions of this
agreement shall be enforced to the fullest extent legally-permissible. Accordingly, if any particular provision(s) of this agreement
shall be adjudicated to be invalid or unenforceable, the court may modify or sever such provision(s), such modification or deletion
to apply only with respect to the operation of such provision(s) in the particular jurisdiction in which such adjudication is made.
In addition, if any one or more of the provisions contained in this agreement shall for any reason be held to be excessively broad
as to duration, geographical scope,


 


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			activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable
to the extent compatible with the applicable law as it shall then appear. The remaining provisions of this agreement shall remain
in full force and effect.



 


		20.	Definitions



 


		(a)	“Honeywell” collectively identifies Honeywell International Inc. (a Delaware corporation
having a place of business at Columbia Road and Park Avenue, Morris Township, Morris County, New Jersey), its predecessors, designees
and successors and its past, present and future operating companies, divisions, subsidiaries, affiliates and other business units,
including businesses acquired by purchase of stock, merger or otherwise.



 


		(b)	“Trade Secrets, Proprietary and Confidential Information” means information which is
not generally known in the industry in which Honeywell is engaged, which may be disclosed to me or which I may learn, observe,
discover or otherwise acquire during, or as a result of, my employment by Honeywell and which includes, without limitation, any
information, whether patentable, patented or not, relating to any existing or contemplated products, inventions, services, technology,
ideas, concepts, designs, patterns, processes, compounds, formulae, programs, devices, tools, compilations of information, methods,
techniques, and including information relating to any research, development, manufacture, purchasing, engineering, know-how, business
plans, sales or market methods, methods of doing business, customer lists, customer usages or requirements, or supplier information,
which is owned or licensed by Honeywell or held by Honeywell in confidence.



 


		(c)	“Invention” includes not only inventions (including, but not limited to, copyright
works, trademarks, domain names, URLs, keywords, social media account or identification names, business networking/media account
or identification names and mask works), but also innovations, improvements, discoveries, ideas and all other forms of intellectual
property (including, but not limited to, copyright works and mask works) – whether or not any of the foregoing constitutes
trade secret or other confidential information.



 


		(d)	“Make” or “Made” when used in relation to Invention includes any one or
any combination of (i) conception, (ii) reduction to practice, or (iii) development of an Invention and is without regard to whether
I am a sole or joint inventor.



 


		(e)	“Termination of Employment”
                                         shall be defined as any separation from employment with Honeywell regardless of the reason,
                                         including any and all voluntary and involuntary reasons for termination. The termination
                                         date for purposes of this Agreement shall be the last day I actively perform services
                                         for Honeywell.



 


		(f)	“Solicit” or “soliciting”
                                         includes contacting, communicating with, marketing to, engaging or otherwise interacting
                                         with (whether initiated by me or not).



 


		21.	Headings Descriptive. The headings of the several paragraphs of this agreement are inserted
for convenience only and shall not in any way affect the meaning or construction of this agreement.



 


 


	/s/ Rajeev Gautam	 	4/4/16
	RAJEEV GAUTAM	 	Date


 


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SCHEDULE A


 


HAVE YOU MADE ANY INVENTIONS BEFORE THE
TERM OF YOUR EMPLOYMENT WITH HONEYWELL, IN WHICH YOU HAVE AN OWNERSHIP INTEREST AND WHICH ARE NOT THE SUBJECT MATTER OF ISSUED
PATENTS OR PRINTED PUBLICATIONS?


 


(If there are none,
please enter the word “NONE”)


 


NOTE: Please describe each such Invention
without disclosing trade secrets, proprietary or confidential information.


 


	 
	 
	 
	 
	 
	 
	 


[Attach additional sheets if more space
is needed.]

 


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SCHEDULE B


 


DO YOU HAVE ANY PRIOR OBLIGATIONS (WRITTEN
OR ORAL) WHICH WOULD RESTRICT YOUR ABILITY TO PERFORM THE DUTIES OF YOUR EMPLOYMENT WITH HONEYWELL?


 


(If there are none,
please enter the word “NONE”)


 


NOTE: Please give date of, and parties
to, obligations and the nature and substance of the restriction.


 


	 
	 
	 
	 
	 
	 
	 


[Attach additional sheets if more space
is needed.]

 


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