Exhibit 10.39


 


2011 Stock Incentive
Plan 


of Honeywell International
Inc. and its Affiliates 


 


Stock
Option Award Agreement 


 


STOCK OPTION AWARD
AGREEMENT made in Morris Township, New Jersey, as of the [DATE] (the “Date of Grant”), between Honeywell International
Inc. (the “Company”) and __________________ (the “Employee”).


 


	1.	Grant of Option. The Company has granted you an Option to
purchase ________ Shares of Common Stock, subject to the provisions of this Agreement and the 2011 Stock Incentive Plan
for Employees of Honeywell International Inc. and its Affiliates (the “Plan”). This Option is a nonqualified Option.

	 	 
	2.	Exercise Price. The purchase price of the Shares covered by
the Option will be _____ per Share. 
	 	 
	3.	Vesting. Except in the event of your death or Disability or
the occurrence of a Change in Control, the Option will become exercisable as follows: [DESCRIBE VESTING PROVISIONS CONSISTENT WITH
THE PLAN]. 
	 	 
	4.	Term of Option. The Option must be exercised prior to the
close of the New York Stock Exchange (“NYSE”) on [EXPIRATION DATE], subject to earlier termination or cancellation
as provided below. If the NYSE is not open for business on the expiration date specified, the Option will expire at the close of
the NYSE on the business day immediately preceding [EXPIRATION DATE]. 
	 	 
	5.	Payment of Exercise Price. You may pay the Exercise Price
by cash, certified check, bank draft, wire transfer, postal or express money order, or any other alternative method specified in
the Plan and expressly approved by the Committee. Notwithstanding the foregoing, you may not tender any form of payment that the
Committee determines, in its sole and absolute discretion, could violate any law or regulation. 
	 	 
	6.	Exercise
                                                       of Option. Subject to the terms and conditions of this Agreement, the
                                                       Option may be exercised by contacting the Honeywell Stock Option Service
                                                       Center, managed by Morgan Stanley Smith Barney, by telephone at 1-888-723-3391
                                                       or 1-210-677-3660, or on the internet at www.benefitaccess.com.
                                                       If the Option is exercised after your death, the Company will deliver Shares
                                                       only after the Committee has determined that the person exercising the
                                                       Option is the duly appointed executor or administrator of your estate or
                                                       the person to whom the Option has been transferred by your will or by the
                                                       applicable laws of descent and distribution. 




    	 



    	



    


	7.	Termination, Retirement, Disability or Death. The Option will
vest and remain exercisable as follows: 



 


	Event	 	Vesting	 	Exercise
	Death	 	Immediate vesting as of death.	 	Expires earlier of (i) original expiration date, or (ii) 3 years after death.
	 	 	 	 	 
	Disability	 	Immediate vesting as of incurrence of Disability.	 	Expires earlier of (i) original expiration date, or (ii) 3 years after Disability.
	 	 	 	 	 
	Full Retirement
(Termination of Employment on or after age 60 and 10 Years of Service)	 	Unvested Awards forfeited as of Full Retirement.	 	Expires earlier of (i) original expiration date, or (ii) 3 years after retirement.
	 	 	 	 	 
	Early Retirement
(Termination of Employment on or after age 55 and 10 Years of Service)	 	Unvested Awards forfeited as of Early Retirement.	 	Expires earlier of (i) original expiration date, or (ii) 3 years after retirement. 
	 	 	 	 	 
	Voluntary termination	 	Unvested Awards forfeited as of Termination of Employment.	 	Expires earlier of (i) original expiration date, or (ii) 30 days after termination. 
	 	 	 	 	 
	Involuntary termination not for Cause	 	Unvested Awards forfeited as of Termination of Employment.	 	Expires earlier of (i) original expiration date, or (ii) 1 year after termination. 
	 	 	 	 	 
	Involuntary termination for Cause	 	Unvested Awards forfeited as of Termination of Employment.	 	Vested Awards immediately cancelled.


 


Except as expressly provided
herein, all rights hereunder shall cease to accrue, and you will forfeit the unvested portion of this Award and all rights to continue
vesting in the Award as of your Termination of Employment. Further, you will not be entitled to receive additional awards hereunder
after your Termination of Employment.


 


	8.	Change in Control. In the event of a Change in Control, any
portion of the Option that has not vested as of the date of Change in Control will immediately become exercisable in full. 
	 	 
	9.	Withholdings. The Company or your local employer shall have
the power and the right to deduct or withhold, or require you to remit to the Company or your local employer, an amount sufficient
to satisfy taxes imposed under the laws of any country, state, province, city or other jurisdiction, including but not limited
to income taxes, capital gain taxes, transfer taxes, and social security contributions, and National Insurance Contributions, that
are required by law to be withheld with respect to the grant of the Option, any exercise of the your rights under this Agreement,
the sale of Shares acquired from the exercise of the Option, and/or payment of dividends on Shares acquired pursuant to the Option.





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	10.	Transfer of Option. You may not transfer the Option or any
interest in the Option except by will or the laws of descent and distribution or except as permitted by the Committee and as specified
in the Plan. 
	 	 
	11.	Requirements for and Forfeiture of Award. 



 


		a.	General. The Award is expressly contingent upon you complying
with the terms, conditions and definitions contained in this Section 11 and in any other agreement that governs your noncompetition
with Honeywell, your nonsolicitation of Honeywell’s employees, customers, suppliers, business partners and vendors, and/or
your conduct with respect to Honeywell’s trade secrets and proprietary and confidential information. For purposes of this
Section 11, the term “Honeywell” is defined as 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,
as well as 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.  
	 	 	 
		b.	Remedies. 



 


		1.	You expressly agree and acknowledge that the forfeiture provisions
of subsection 11.b.2. of this Agreement shall apply if, from the Award Date until the date that is twenty-four (24) months after
your Termination of Employment for any reason, you (i) enter into an employment, consultation or similar agreement or arrangement
(including any arrangement for service as an agent, partner, stockholder, consultant, officer or director) with any entity or person
engaged in a business in which Honeywell is engaged if the business is competitive (in the sole judgment of the Committee) with
Honeywell and the Committee has not approved the agreement or arrangement in writing, or (ii) make any statement, publicly or privately
(other than to your spouse and legal advisors), which would be disparaging (as defined below) to Honeywell or its businesses, products,
strategies, prospects, condition, or reputation or that of its directors, employees, officers or members; provided, however, that
nothing shall preclude you from making any statement in good faith which is required by any applicable law or regulation or the
order of a court or other governmental body. 
	 	 	 
	 	 	For purposes
of this subsection 11.b.1, the term “disparaging” shall mean any statement or representation (whether oral or written
and whether true or untrue) which, directly or by implication, tends to create a negative, adverse, or derogatory impression about
the subject of the statement or representation or which is intended to harm the reputation of the subject of the statement or representation.
	 	 	 
		2.	In addition to the relief described in any other agreement that governs
your noncompetition with Honeywell, your nonsolicitation of Honeywell’s employees, customers, suppliers, business partners
and vendors, and/or your conduct with respect to Honeywell’s trade secrets and proprietary and confidential information,
if the Committee determines, in its sole judgment, that you have




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			violated the terms of any such agreement or you have engaged in an act that violates
                                                                            subsection 11.b.1. of this Agreement, (i) any portion of the Option you have not exercised (whether vested or unvested) shall
                                                                            immediately be cancelled, and you shall forfeit any rights you have with respect to the Option as of the date of the
                                                                            Committee’s determination, and (ii) you shall immediately deliver to the Company Shares equal in value to the gross
                                                                            amount of any profit you realized upon an exercise of the Option during the period beginning twelve (12) months prior to your
                                                                            Termination of Employment and ending on the date of the Committee’s determination.
	 	 	 
		3.	Notwithstanding anything in the Plan or this Agreement to the contrary,
you acknowledge that the Company may be entitled or required by law, Company policy or the requirements of an exchange on which
the Shares are listed for trading, to recoup compensation paid to you pursuant to the Plan, and you agree to comply with any Company
request or demand for recoupment.  



 


	12.	Adjustments. Any adjustments to the Option will be governed
by Section 5.3 of the Plan. 
	 	 
	13.	Restrictions on Exercise. Exercise of the Option is subject
to the conditions that, to the extent required at the time of exercise, (i) the Shares covered by the Option will be duly listed,
upon official notice of issuance, upon the NYSE, and (ii) a Registration Statement under the Securities Act of 1933 with respect
to the Shares will be effective. The Company will not be required to deliver any Common Stock until all applicable federal and
state laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares
have been approved by counsel of the Company. 
	 	 
	14.	Disposition of Securities. By accepting the Award, you acknowledge
that you have read and understand the Company’s policy, and are aware of and understand your obligations under U.S. federal
securities laws in respect of trading in the Company’s securities, and you agree not to use the Company’s “cashless
exercise” program (or any successor program) at any time when you possess material nonpublic information with respect to
the Company or when using the program would otherwise result in a violation of securities law. The Company will have the right
to recover, or receive reimbursement for, any compensation or profit realized on the exercise of the Option or by the disposition
of Shares received upon exercise of the Option to the extent that the Company has a right of recovery or reimbursement under applicable
securities laws. 
	 	 
	15.	Plan Terms Govern. The exercise of the Option, the disposition
of any Shares received upon exercise of the Option, and the treatment of any gain on the disposition of these Shares are subject
to the terms of the Plan and any rules that the Committee may prescribe. The Plan document, as may be amended from time to time,
is incorporated into this Agreement. Capitalized terms used in this Agreement have the meaning set forth in the Plan, unless otherwise
stated in this Agreement. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the Plan
will control unless otherwise stated in this Agreement. By accepting the Award, you acknowledge receipt of the Plan and the prospectus,
as in effect on the date of this Agreement. 




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	16.	Personal Data.  
	 	 	 
		a.	By entering into this Agreement, and as a condition of the grant
of the Option, you expressly consent to the collection, use, and transfer of personal data as described in this Section to the
full extent permitted by and in full compliance with applicable law. 
	 	 	 
		b.	You understand that your local employer holds, by means of an automated
data file, certain personal information about you, including, but not limited to, name, home address and telephone number, date
of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company, details of
all options or other entitlement to shares awarded, canceled, exercised, vested, unvested, or outstanding in your favor, for the
purpose of managing and administering the Plan (“Data”). 
	 	 	 
		c.	You further understand that part or all of your Data may be also
held by the Company or its Affiliates, pursuant to a transfer made in the past with your consent, in respect of any previous grant
of options or awards, which was made for the same purposes of managing and administering of previous award/incentive plans, or
for other purposes. 
	 	 	 
		d.	You further understand that your local employer will transfer Data
to the Company or its Affiliates among themselves as necessary for the purposes of implementation, administration, and management
of your participation in the Plan, and that the Company or its Affiliates may transfer data among themselves, and/or each, in turn,
further transfer Data to any third parties assisting the Company in the implementation, administration, and management of the Plan
(“Data Recipients”). 
	 	 	 
		e.	You understand that the Company or its Affiliates, as well as the
Data Recipients, are or may be located in your country of residence or elsewhere, such as the United States. You authorize the
Company or its Affiliates, as well as the Data Recipients, to receive, possess, use, retain, and transfer Data in electronic or
other form, for the purposes of implementing, administering, and managing your participation in the Plan, including any transfer
of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf, to
a broker or third party with whom the Shares may be deposited. 
	 	 	 
		f.	You understand that you may show your opposition to the processing
and transfer of your Data, and, may at any time, review the Data, request that any necessary amendments be made to it, or withdraw
your consent herein in writing by contacting the Company. You further understand that withdrawing consent may affect your ability
to participate in the Plan. 
	 	 	 
	17.	 Discretionary Nature and Acceptance of Award. By accepting this Award, you agree to be bound by the terms of this Agreement and acknowledge that: 
	 	 	 
		a.	The Company (and not your local employer) is granting your Option.
Furthermore, this Agreement is not derived from any preexisting labor relationship between you and the Company, but rather from
a mercantile relationship. 




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		b.	The Company may administer the Plan from outside your country of
residence and United States law will govern all options granted under the Plan. 
	 	 	 
		c.	Benefits and rights provided under the Plan are wholly discretionary
and, although provided by the Company, do not constitute regular or periodic payments. 
	 	 	 
		d.	The benefits and rights provided under the Plan are not to be considered
part of your salary or compensation under your employment with your local employer for purposes of calculating any severance, resignation,
redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement
benefits, or any other payments, benefits or rights of any kind. You waive any and all rights to compensation or damages as a result
of the termination of employment with your local employer for any reason whatsoever insofar as those rights result, or may result,
from the loss or diminution in value of such rights under the Plan or your ceasing to have any rights under, or ceasing to be entitled
to any rights under, the Plan as a result of such termination. 
	 	 	 
		e.	The grant of the Option hereunder, and any future grant of an option
under the Plan, is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future
grant by the Company will be deemed to create any obligation to make any future grants, whether or not such a reservation is explicitly
stated at the time of such a grant. The Company has the right, at any time and/or on an annual basis, to amend, suspend or terminate
the Plan; provided, however, that no such amendment, suspension, or termination will adversely affect your rights hereunder. 
	 	 	 
		f.	The Plan will not be deemed to constitute, and will not be construed
by you to constitute, part of the terms and conditions of employment. Neither the Company nor your local employer will incur any
liability of any kind to you as a result of any change or amendment, or any cancellation, of the Plan at any time. 
	 	 	 
		g.	Participation in the Plan will not be deemed to constitute, and will
not be deemed by you to constitute, an employment or labor relationship of any kind with the Company. 



 


	18.	Limitations. Nothing in this Agreement or the Plan gives you any right to continue in the
employ of the Company or any of its Affiliates or to interfere in any way with the right of the Company or any Affiliate to terminate
your employment at any time. Payment of Shares is not secured by a trust, insurance contract or other funding medium, and you do
not have any interest in any fund or specific asset of the Company by reason of the Option. You have no rights as a shareowner
of the Company pursuant to the Option until Shares are actually delivered you.
	 	 
	19.	Incorporation of Other Agreements. This Agreement and the Plan constitute the entire understanding
between you and the Company regarding the Option. This Agreement supersedes any prior agreements, commitments or negotiations concerning
the Option.




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	20.	Severability. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or enforceability of the other provisions of the Agreement, which will remain in full force and effect.
Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed
so as to be enforceable to the maximum extent compatible with applicable law.
	 	 
	21.	Governing Law. The Plan, this Agreement, and all determinations made
                   and actions taken under the Plan or this Agreement shall be governed by the internal substantive laws, and
                   not the choice of law rules, of the State of Delaware and construed accordingly, to the extent not superseded
                   by applicable federal law.
	 	 
	22.	Acknowledgements. By accepting this Agreement, you agree to the following: (i) you have
carefully read, fully understand and agree to all of the terms and conditions described in this Agreement, the Plan, the Plan’s
prospectus and all accompanying documentation; and (ii) you understand and agree that this Agreement and the Plan constitute the
entire understanding between you and the Company regarding the Option, and that any prior agreements, commitments or negotiations
concerning the Option are replaced and superseded.
	 	 
	23.	Award Acceptance. To retain this Award, you must accept it by signing the Agreement below
and, by signing this Agreement, you will be deemed to consent to the application of the terms and conditions set forth in this
Agreement and the Plan. If you do not wish to accept this Award, you must contact Honeywell International Inc., Executive Compensation/AB-1D,
101 Columbia Road, Morristown, New Jersey 07962 in writing within thirty (30) days of the Award Date. 



 


	 	I Accept:	 	 
	 	 	 	 
	 	 	 	 
	 	Signature	Date    	 




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