Exhibit 10.3


 


2016 STOCK INCENTIVE
PLAN

OF HONEYWELL INTERNATIONAL INC. AND ITS AFFILIATES


 


STOCK
OPTION AWARD AGREEMENT


 


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


 


	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 Incentive Plan of Honeywell International Inc. and its Affiliates
(the “Plan”). This Option is a nonqualified Option.
	 	 
	 	The Stock Option Plan Details for this grant can be found on the Morgan Stanley
               StockPlan Connect website at www.stockplanconnect.com. The Company reserves the right to change or correct
               any information contained on the Morgan Stanley StockPlan Connect website to reflect the terms of the Award actually
               made by the Company on the Grant Date or the Plan.



 


	2.	Exercise Price. The purchase price of the Shares covered by the Option will be [DOLLAR AMOUNT]
per Share (“Exercise Price” or “Grant Price”).



 


	3.	Vesting. Except in the event of your death or Disability or as otherwise provided in Section
8 of this Agreement relating to a Change in Control, the Option will become exercisable as provided on the attached Vesting Schedule
Table, which is incorporated into, and made a part of, this Agreement.



 


	4.	Term of Option. The Option must be exercised prior to the close of the New York Stock Exchange
(“NYSE”) on the day before the tenth anniversary of the Grant Date (the “Expiration Date”), subject to
earlier termination or cancellation as provided below. If the NYSE is not open for business on the Expiration Date, the Option
will expire at the close of the NYSE on the business day immediately preceding the 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, by telephone at 1-888-723-3391 or 1-801-617-7414,
                                        or on the internet at www.stockplanconnect.com. If the Option is exercised after
                                        your death, the Company will deliver Shares only after the Company 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.
	 	 	 	 	 
	Retirement (Termination of Employment because of retirement from active employment on or after age 55 and 10 Years of Service)	 	Unvested Awards forfeited as of 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 as of the date of your Termination of Employment with the Company and its Affiliates.
You will forfeit the unvested portion of any award and all rights to continue vesting in awards shall cease as of the date of Termination
of Employment. Further, you will not be entitled to receive additional awards hereunder after Termination of Employment.


 


	8.	Change in Control. If you incur an involuntary Termination of Employment not for Cause (as
defined in Section 2.7 of the Plan) or a voluntary Termination of Employment for Good Reason (as defined in Section 5.4(d) of the
Plan) on or before the second anniversary of the date of a Change in Control, any portion of the Option that has not vested or
terminated as of your Termination of Employment shall vest as of your Termination of Employment and become exercisable in full
as of the date of such Termination of Employment. Such a termination shall be considered an Involuntary Termination not for Cause
or, if applicable, a Retirement, under Section 7 of this Agreement.



 


	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




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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.


 


	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. 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 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 115 Tabor Road, Morris Plains, 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 Grant 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 Honeywell International Inc. Chief Executive
Officer (the “CEO”)) with Honeywell and the CEO 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, or (iii) write or contribute to a book,
article or other media publication, whether in written or electronic format, that is in any way descriptive of Honeywell or your
career with Honeywell without first submitting a draft thereof, at least thirty (30) days in advance, to the Honeywell International
Inc. Senior Vice President and General Counsel, whose judgment about whether such book, article or other media publication is disparaging
shall be determinative; or such a book, article or other media publication is published after a determination that it is disparaging;
provided, however, that nothing herein shall preclude you from reporting (in good faith) possible violations of federal law or
regulation to any governmental agency or entity, including but not limited to, the Department of Justice, the Securities and Exchange
Commission,




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the Congress,
and/or any agency Inspector General, or making any other disclosures that are protected under the whistleblower provisions of federal
or state law or regulation, or from otherwise 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 CEO determines, in
its sole judgment, that you have 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 CEO’s determination,
and (ii) you shall immediately deliver to the Company Shares equal in value to the 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 CEO’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




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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.



 


	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.




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		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.



 


		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




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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.



 


	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 and Acceptance. By accepting this Agreement, you agree that: (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.



 


To retain this
Award, you must accept it by printing the Agreement and signing and dating below. Return the signed Agreement to Honeywell International
Inc., Executive Compensation/4B, 115 Tabor Road, Morris Plains, New Jersey 07950.


 


I Accept:


 


 


	Print Name	EID	 
	 	 	 
	 	 	 
	Signature	Date	 




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VESTING SCHEDULE TABLE


 


[VESTING PROVISIONS CONSISTENT
WITH THE PLAN]


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