Exhibit 10.5


 


2016 STOCK PLAN

FOR NON-EMPLOYEE DIRECTORS

OF HONEYWELL INTERNATIONAL INC.


 


STOCK
OPTION AWARD AGREEMENT


 


STOCK OPTION
AWARD AGREEMENT made in Morris Plains, 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 2016 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.






    	1



    	



    


	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.





    	2



    	



    

	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.



    	3



    	



    

 


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





    	4



    	



    

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 and Acceptance. 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.




    	5