Exhibit 10.2


2011 Stock Incentive Plan

of Honeywell International Inc. and its Affiliates


Restricted Unit Agreement


               RESTRICTED
UNIT AGREEMENT made in Morris Township, New Jersey, as of the [DAY] day of
[MONTH, YEAR] (the “Award Date”) between Honeywell International Inc. (the
“Company”) and [EMPLOYEE NAME] (the “Employee”).


	
  

 	
  

 
	
 1.

 	
 Grant of Award. The Company has granted you [NUMBER]
 Restricted Units, subject to the provisions of this Agreement and the 2011
 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the
 “Plan”). The Company will hold the Restricted Units [and Additional
 Restricted Units (as defined in Section 2)] in a bookkeeping account on your
 behalf until they become payable or are forfeited or cancelled.

 
	
  

 	
  

 
	
 2.

 	
 [FOLLOWING INCLUDED AT COMMITTEE’S DISCRETION: Dividend Equivalents. Except as otherwise
 determined by the Committee, in its sole discretion, you will earn Dividend
 Equivalents in an amount equal to the value of any cash or stock dividends
 paid by the Company upon one Share of Common Stock for each unvested
 Restricted Unit or Additional Restricted Unit (as defined below) credited to
 your bookkeeping account on a dividend record date. In the case of cash
 dividends, the Company shall credit to your bookkeeping account, on each
 dividend payment date, an additional number of Restricted Units (“Additional
 Restricted Units”) equal to (a) divided by (b), where (a) equals the total
 number of unvested Restricted Units and Additional Restricted Units, if any,
 subject to this Agreement on such date multiplied by the dollar amount of the
 cash dividend paid per Share of Common Stock on such date, and (b) equals the
 Fair Market Value of a Share on such date. If a dividend is paid to holders
 of Common Stock in Shares, the Company shall credit to you, on each dividend
 payment date, Additional Restricted Units equal to the total number of
 unvested Restricted Units and Additional Restricted Units subject to this
 Agreement on such date multiplied by the Share dividend paid per Share of
 Common Stock on such date. Additional Restricted Units are subject to the
 same restrictions, including but not limited to vesting, transferability and
 payment restrictions, that apply to the Restricted Units to which they
 relate.] 

 
	
  

 	
  

 
	
 3.

 	
 Payment Amount. Each Restricted Unit [and Additional
 Restricted Unit] represents one (1) Share of Common Stock. 

 
	
  

 	
  

 
	
 4.

 	
 Vesting. Except in the event of your Termination of Employment due to death
 or Full Retirement, the incurrence of a Disability, or the occurrence of a
 Change in Control, the Restricted Units [and Additional Restricted Units]
 will vest as follows: [VESTING PROVISIONS CONSISTENT WITH THE PLAN]. 

 
	
  

 	
  

 
	
 5.

 	
 Form and Timing of Payment. Vested Restricted Units will be
 redeemed solely for Shares. [FOLLOWING INCLUDED AT COMMITTEE’S DISCRETION:
 Except as otherwise determined by the Management Development and Compensation
 Committee (the “Committee”), in its sole discretion, vested Additional
 Restricted Units will be 

 


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 redeemed solely for Shares.] [Subject to a deferral election made
 pursuant to Section 12, and] except as otherwise provided in Section 7(b)
 below, payment of vested Restricted Units [and Additional Restricted Units]
 will be made as soon as practicable following the applicable vesting date but
 in no event later than two and one-half (2-1/2) months following the end of
 the calendar year in which the vesting date occurs. As determined by the
 Company in its sole discretion prior to the vesting date, any fractional
 Shares may be paid in cash or rounded up or down to the nearest whole Share.

 
	
  

 	
  

 
	
 6.

 	
 Termination of Employment. Except as otherwise provided in
 Sections 7(a) and 8 of this Agreement, any Restricted Units [and Additional
 Restricted Units] that have not vested as of your Termination of Employment
 will immediately be forfeited, and your rights with respect to these
 Restricted Units [and Additional Restricted Units] will end. 

 
	
  

 	
  

 
	
 7.

 	
 Full Retirement, Death or Disability. 

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Vesting. If your Termination of Employment occurs due to death or you incur a
 Disability before the last vesting date described in Section 4 of this
 Agreement, all of your unvested Restricted Units [and Additional Restricted
 Units] will vest as of your Termination of Employment or Disability, as
 applicable. If you are deceased, the Company will make a payment to your
 estate only after the Committee has determined that the payee is the duly
 appointed executor or administrator of your estate, subject to Section 7.14
 of the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If your Termination of Employment due to Full Retirement occurs
 before the last vesting date described in Section 4 of this Agreement, you
 will be vested in an additional number of Restricted Units [and related
 Additional Restricted Units] equal to the product of (a) times (b), minus
 (c), where (a) equals the total number of Restricted Units specified in
 Section 1 of this Agreement [plus the total number of Additional Restricted
 Units (both vested and unvested) credited to you as of your Termination of
 Employment], (b) equals the ratio of your complete years of service as an
 employee of the Company or its Affiliates between the Award Date and your
 Termination of Employment, and the number of complete years of service
 required under this Agreement to be fully vested in all Restricted Units [and
 Additional Restricted Units], and (c) equals the number of Restricted Units
 [and Additional Restricted Units] that vested before your Termination of
 Employment.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Payment. [Subject to a deferral election made pursuant to Section 12,] if your
 Termination of Employment occurs due to death or Full Retirement, or you
 incur a Disability, before the last vesting date described in Section 4 of
 this Agreement, payment for vested Restricted Units [and Additional
 Restricted Units] will be made as soon as practicable following your
 Termination of Employment or Disability, as applicable, but in no event later
 than the last day of the calendar year in which such Termination of
 Employment or Disability occurs. Notwithstanding the preceding sentence, if you
 are a “specified employee” under Section 409A of the Code as of the date of
 your Termination of Employment occurs due to Full Retirement, payment for
 vested Restricted Units [and Additional Restricted Units] will be made on the
 first business day of the first calendar month that begins after the
 six-month anniversary of your Termination of Employment, or, if earlier, your
 death.

 


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 [Subject to a deferral election made pursuant to Section 12,] if (i)
 you are eligible for Full Retirement on the Award Date or you become eligible
 for Full Retirement before the last vesting date described in Section 4 of
 this Agreement and (ii) your Termination of Employment does not occur before
 the last vesting date described in Section 4 of this Agreement, payment for
 vested Restricted Units [and Additional Restricted Units] will be made as
 soon as practicable following the applicable vesting date described in
 Section 4 of this Agreement but in no event later than the last day of the
 calendar year in which each such vesting date occurs.

 
	
  

 	
  

 
	
 8.

 	
 Change in Control. In the event of a Change in Control,
 Restricted Units [and Additional Restricted Units] that have not vested or
 terminated as of the date of Change in Control will immediately vest. No
 later than the earlier of 90 days after the date of Change in Control or two
 and one-half months after the end of the calendar year in which the Change in
 Control occurs, you will receive for the Restricted Units [and Additional
 Restricted Units] a single payment in cash equal to the product of the number
 of outstanding Restricted Units [and Additional Restricted Units] as of the
 date of the Change in Control (including any Restricted Units [and Additional
 Restricted Units] that vest pursuant to this Section 8) and a multiplication
 factor, as set forth in the Plan. 

 
	
  

 	
  

 
	
 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 to your local employer, prior to any issuance or
 delivery of Shares on Restricted Units [or Additional Restricted Units], 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 as determined by the Company or your local employer. 

 
	
  

 	
  

 
	
 10.

 	
 Transfer of Award. You may not transfer the Restricted
 Units, [Additional Restricted Units] or any interest in such Units except by
 will or the laws of descent and distribution or except as otherwise permitted
 by the Committee and as specified in the Plan. Any other attempt to dispose
 of your interest will be null and void. 

 
	
  

 	
  

 
	
 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 (including but not limited to Section 11 of the Stock Option Award
 Agreement for the Option granted on February 25, 2011, if applicable) 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Remedies. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 1.

 	
 You expressly agree and acknowledge that the forfeiture provisions of
 subsection 11.b.3. of this Agreement shall apply if, from the Award Date
 until the date that is twenty-four (24) months after your Termination of 

 


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 Employment for any reason, you 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.

 	
 In addition to the relief described in subsection 11.b.3 of this
 Agreement and 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 violated the
 terms of any such agreement, (i) any Restricted Units [and Additional
 Restricted Units] that have not vested under this Agreement shall immediately
 be cancelled, and you shall forfeit any rights you have with respect to such
 Units as of the date of the Committee’s determination, and (ii) you shall
 immediately deliver to the Company Shares equal in value to the Restricted
 Units [and Additional Restricted Units] you received prior to the date of the
 Committee’s determination.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 3.

 	
 If the Committee determines, in its sole judgment, that you have
 engaged in an act that violates subsection 11.b.1. of this Agreement, (i) any
 Restricted Units [and Additional Restricted Units] that have not vested under
 this Agreement shall immediately be cancelled, and you shall forfeit any
 rights you have with respect to such Units as of the date of the Committee’s
 determination, and (ii) you shall immediately deliver to the Company Shares
 equal in value to the Restricted Units [and Additional Restricted Units] you
 received during the period beginning six (6) months prior to your Termination
 of Employment and ending on the date of the Committee’s determination. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 4.

 	
 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.

 	
 [FOLLOWING INCLUDED AT COMMITTEE’S DISCRETION: Deferral of Payment. If you would like to
 defer payment on the Restricted Units and related Additional Restricted
 Units, you may do so in writing on the deferral form provided with this grant
 setting forth your desired payment schedule. The deferral will not be
 permitted if, within the determination of the Company, such deferral would
 result in a violation of Section 409A of the Internal Revenue Code of 1986,
 as amended (the “Code”) and the regulations promulgated thereunder. If the
 deferral is not permitted, then payment will be made as provided in Section 5
 or 7(b), as applicable. All Additional Restricted Units will be subject to
 the same deferral restrictions as the Restricted Units to which they relate.
 Except as otherwise determined by the Company, Dividend Equivalents credited 

 


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 on deferred Restricted Units and deferred Additional Restricted Units
 will be paid in cash as soon as practicable following the date such Dividend
 Equivalents are credited but in no event later than 2-1/2 months following
 the end of the year in which the Dividend Equivalents vest.]

 
	
  

 	
  

 
	
 13.

 	
 Restrictions on Payment of Shares. Payment of Shares for your Restricted
 Units [and Additional Restricted Units] is subject to the conditions that, to
 the extent required at the time of exercise, (i) the Shares underlying the
 Restricted Units [and Additional Restricted Units] will be duly listed, upon
 official notice of redemption, upon the New York Stock Exchange, 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 for the Company.

 
	
  

 	
  

 
	
 14.

 	
 Adjustments. Any adjustments to the Restricted
 Units [and Additional Restricted Units] will be governed by Section 5.3 of
 the Plan. 

 
	
  

 	
  

 
	
 15.

 	
 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 applicable securities laws in
 respect of trading in the Company’s securities. The Company will have the
 right to recover, or receive reimbursement for, any compensation or profit
 you realize on the disposition of Shares received for Restricted Units [or
 Additional Restricted Units] to the extent that the Company has a right of
 recovery or reimbursement under applicable securities laws. 

 
	
  

 	
  

 
	
 16.

 	
 Plan Terms Govern. The vesting and redemption of
 Restricted Units [or Additional Restricted Units], the disposition of any
 Shares received for Restricted Units [or Additional Restricted Units], the
 treatment of gain on the disposition of these Shares, [and the treatment of
 Dividend Equivalents] are subject to the provisions 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. By accepting
 the Award, you acknowledge that the Plan and the Plan prospectus, as in
 effect on the date of this Agreement, have been made available to you for
 your review. 

 
	
  

 	
  

 
	
 17.

 	
 Personal Data. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 By entering into
 this Agreement, and as a condition of the grant of the Restricted Units, 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,
 

 


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 nationality, job
 title, any shares or directorships held in the Company, details of all
 restricted units 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 restricted units 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.

 
	
  

 	
  

 
	
 18.

 	
 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 Restricted Units [and Additional Restricted Units].
 Furthermore, this Agreement is not derived from any preexisting labor
 relationship between you and the Company, but rather from a mercantile
 relationship. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The Company may
 administer the Plan from outside your country of residence and United States
 law will govern all Restricted Units [and Additional Restricted Units]
 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. 

 


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 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
 Restricted Units [and Additional Restricted Units] hereunder, and any future grant
 of Restricted Units [or Additional
 Restricted Units] under the Plan, is entirely voluntary, and at the
 complete discretion of the Company. Neither the grant of the Restricted
 Units, [the Additional
 Restricted Units] 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.

 
	
  

 	
  

 	
  

 
	
 19.

 	
 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 your
 Restricted Units [and Additional Restricted Units] 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 this Award or the
 account established on your behalf. You have no rights as a shareowner of the
 Company pursuant to the Restricted Units [or Additional Restricted Units]
 until Shares are actually delivered to you. 

 
	
  

 	
  

 
	
 20.

 	
 Incorporation of Other Agreements. This Agreement and the Plan constitute
 the entire understanding between you and the Company regarding the Restricted
 Units. This Agreement supersedes any prior agreements, commitments or
 negotiations concerning the Restricted Units [and the Additional Restricted
 Units]. 

 
	
  

 	
  

 
	
 21.

 	
 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 

 


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 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.

 
	
  

 	
  

 
	
 22.

 	
 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. 

 
	
  

 	
  

 
	
 23.

 	
 Agreement Changes. The Company reserves the right to
 change the terms of this Agreement and the Plan without your consent to the
 extent necessary or desirable to comply with the requirements of Code section
 409A, the Treasury regulations and other guidance thereunder. 

 
	
  

 	
  

 
	
 24.

 	
 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 Restricted Units, and
 that any prior agreements, commitments or negotiations concerning the
 Restricted Units are replaced and superseded. 

 
	
  

 	
  

 
	
 25.

 	
 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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