Exhibit 10.3


2006 Stock Plan

for Non-Employee Directors

of Honeywell International Inc.


STOCK OPTION AWARD AGREEMENT


          STOCK
OPTION AWARD 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] (the “Director”).


	
  

 	
  

 
	
 1.

 	
 Grant of Option. The Company has granted you an Option
 to purchase [NUMBER] Shares of Common Stock, subject to the provisions of
 this Agreement and the 2006 Stock Plan for Non-Employee Directors of
 Honeywell International Inc. This Option is a nonqualified Option for federal
 income tax purposes.

 
	
  

 	
  

 
	
 2.

 	
 Exercise Price. The purchase price of the Shares
 covered by the Option will be [DOLLAR AMOUNT] per Share.

 
	
  

 	
  

 
	
 3.

 	
 Vesting. Subject to the earlier vesting of the Option as provided below upon
 your retirement from the Company’s Board of Directors at or after age 72,
 death or Disability or a Change in Control, the Option will become
 exercisable as follows: [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 providing notice to the
 Company by contacting the Director - Executive Compensation, or the Corporate
 Secretary. 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 on original
 expiration date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Disability

 	
  

 	
 Immediate vesting as of
 incurrence of Disability.

 	
  

 	
 Expires on original
 expiration date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Retirement at or after
 age 72

 	
  

 	
 Immediate vesting as of
 retirement.

 	
  

 	
 Expires on original
 expiration date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Voluntary termination
 other than for death, Disability or retirement at or after age 72

 	
  

 	
 Unvested Option
 forfeited as of termination.

 	
  

 	
 Expires earlier of (i)
 original expiration date, or (ii) 3 months after termination. If you die or
 incur a Disability prior to end of this 3-month period, expires earlier of
 (i) original expiration date, or (ii) 1 year after death or Disability.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Involuntary termination
 other than for death, Disability or retirement at or after age 72

 	
  

 	
 Unvested Option
 forfeited as of termination.

 	
  

 	
 Expires earlier of (i)
 original expiration date, or (ii) 3 years after termination. If you die or
 incur a Disability prior to end of this 3-year period, expires earlier of (i)
 original expiration date, or (ii) later of 3 years after termination or 1
 year after death or Disability.

 






	
  

 	
  

 
	
 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. If your service as a
 director of the Company terminates for any reason following a Change in
 Control, that termination will be treated as a retirement from the Board of
 Directors at or after age 72 for purposes of Section 7 above.

 
	
  

 	
  

 
	
 9.

 	
 Withholdings. The Company will have the right,
 prior to the issuance or delivery of any Shares in connection with the
 exercise of the Option, to withhold or demand from you the amount necessary
 to satisfy applicable tax requirements, as determined by the Committee.

 
	
  

 	
  

 
	
 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.

 	
 Adjustments. Any adjustments to the Option will be
 governed by Section 9 of the Plan.

 



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 12.

 	
 Restrictions on Exercise. Exercise of the Option is subject to
 the conditions that, to the extent required at the time of exercise, (a) the
 Shares covered by the Option will be duly listed, upon official notice of
 issuance, upon the NYSE, and (b) 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.

 
	
  

 	
  

 
	
 13.

 	
 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. You agree not to sell Shares (including
 by using the Company’s “cashless exercise” program for the Option, or any
 successor program) at any time when you possess material nonpublic
 information with respect to the Company or when doing so 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 realize 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.

 
	
  

 	
  

 
	
 14.

 	
 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 Board of Directors and 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.

 
	
  

 	
  

 
	
 15.

 	
 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 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 title, any shares or directorships held,
 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’s 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.

 



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 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.

 






	
  

 	
  

 
	
 16.

 	
 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 Option, 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 Options granted under the
 Plan.

 
	
  

 	
  

 
	
  

 	
 c. Benefits and rights provided under the Plan do not constitute
 regular or periodic payments.

 
	
  

 	
  

 
	
 17.

 	
 Limitations. Nothing in this Agreement or the Plan
 gives you any right to continue as a member of the Board of Directors of the
 Company or will prejudice the rights of the Board of Directors or shareowners
 of the Company with respect to your nomination and election. 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.

 
	
  

 	
  

 
	
 18.

 	
 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.

 
	
  

 	
  

 
	
 19.

 	
 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 

 



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 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.

 
	
  

 	
  

 
	
 20.

 	
 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.

 
	
  

 	
  

 
	
 21.

 	
 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.

 
	
  

 	
  

 
	
 22.

 	
 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, NJ 07962 in writing within thirty (30) days of the
 Date of Grant.

 






	
  

 	
  

 	
  

 
	
  

 	
 I accept: 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	

 


 
	
  

 	
 Signature

 	
 Date

 



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