Exhibit 10.4


2006 Stock Plan For Non-Employee Directors

of Honeywell International Inc.


Restricted Unit Agreement


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


	
  

 	
  

 
	
 1.

 	
 Grant of Award. The Company has granted you [NUMBER]
 Restricted Units, subject to the provisions of this Agreement and the 2006
 Stock Plan For Non-Employee Directors of Honeywell International Inc. (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.

 	
 Dividend Equivalents. Except as otherwise
 determined by the Corporate Governance and Responsibility Committee (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 the termination of your directorship due to
 death, 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. Except as otherwise determined by the Committee, in its sole discretion,
 vested Additional 

 













	
  

 	
  

 
	
  

 	
 Restricted Units will be redeemed solely for Shares. [Subject to a
 deferral election made pursuant to Section 12,] 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 Directorship. If you cease to be a director of the
 Company for any reason other your death or Disability, any Restricted Units
 and Additional Restricted Units that have not vested as of the date of the
 termination of your directorship will immediately be forfeited, and your
 rights with respect to these Restricted Units and Additional Restricted Units
 will end. 

 
	
  

 	
  

 
	
 7.

 	
 Death or Disability. If you cease to be a director of the
 Company because of your death or Disability, any vesting restrictions on
 Restricted Units and Additional Restricted Units will lapse, and payment will
 be made in accordance with Section 5 or Section 11, 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. 

 
	
  

 	
  

 
	
 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.

 
	
  

 	
  

 
	
 9.

 	
 Withholdings. The Company shall have the power and
 the right to deduct or withhold, or require you to remit, 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. 

 
	
  

 	
  

 
	
 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 Section 11 of the Plan. Any other attempt to dispose of your interest will
 be null and void. 

 
	
  

 	
  

 
	
 11.

 	
 [FOLLOWING INCLUDED AT COMPANY’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. 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 on
 deferred 

 



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 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.]

 
	
  

 	
  

 	
  

 
	
 12.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 13.

 	
 Adjustments. Any adjustments to the Restricted
 Units and Additional Restricted Units will be governed by Section 9 of the
 Plan. 

 
	
  

 	
  

 	
  

 
	
 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 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. 

 
	
  

 	
  

 	
  

 
	
 15.

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 16.

 	
 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 the Company 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

 


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 title, any
 shares or directorships held, 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’s
 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 the Company and its Affiliates will transfer Data 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 is
 granting your Restricted Units and Additional Restricted Units, and 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 do not constitute regular or periodic
 payments. 

 
	
  

 	
  

 	
  

 
	
 18.

 	
 Limitations. 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

 


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 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. 

 
	
  

 	
  

 
	
 19.

 	
 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. 

 
	
  

 	
  

 
	
 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.

 	
 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. 

 
	
  

 	
  

 
	
 23.

 	
 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. 

 
	
  

 	
  

 
	
 24.

 	
 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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