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                                                                    EXHIBIT 10.4

                              ITT INDUSTRIES, INC.
                           2003 EQUITY INCENTIVE PLAN

                   NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AGREEMENT (the "Agreement"), effective as of the 8th day of March, 2005, by
and between ITT Industries, Inc. (the "Company") and ________________ (the
"Optionee"), WITNESSETH:

WHEREAS, the Optionee is now employed by the Company or an Affiliate (as defined
in the Plan) as an employee, and in recognition of the Optionee's valued
services, the Company, through the Compensation and Personnel Committee of its
Board of Directors (the "Committee"), desires to provide an opportunity for the
Optionee to acquire or enlarge stock ownership in the Company pursuant to the
provisions of the Company's 2003 Equity Incentive Plan (the "Plan");

NOW, THEREFORE, in consideration of the terms and conditions set forth in this
Agreement and pursuant to the provisions of the Plan, a copy of which is
attached hereto and incorporated herein as part of this Agreement, and any
administrative rules and regulations related to the Plan as may be adopted by
the Committee, the parties hereto hereby agree as follows:

1.    GRANT OF OPTIONS. In accordance with, and subject to, the terms and
      conditions of the Plan and this Agreement, the Company hereby confirms the
      grant on March 8, 2005 to the Optionee of the option to purchase from the
      Company all or any part of an aggregate of XXXX shares of common stock of
      the Company (the "Option"), at the purchase price of $XX.XX per share (the
      "Option Price" or "Exercise Price"). The Option shall be a Nonqualified
      Stock Option.

2.    TERMS AND CONDITIONS. It is understood and agreed that the Option is
      subject to the following terms and conditions:

      (a)   EXPIRATION DATE. The Option shall expire on March 8, 2012, or, if
            the Optionee's employment terminates before that date, on the date
            specified in subsection (e) below.

      (b)   EXERCISE OF OPTION. The Option may not be exercised until it has
            become vested.

      (c)   VESTING. Subject to subsections 2(a) and 2(e), the Option shall vest
            as follows:

            (i)   1/3 of the Option shall vest on March 8, 2006,

            (ii)  1/3 of the Option shall vest on March 8, 2007 and

            (iii) 1/3 of the Option shall vest on March 8, 2008;

            Subject to subsections 2(a) and 2(e), to the extent not earlier
            vested pursuant to paragraphs (i), (ii), and (iii) of this
            subsection (c), the Option shall vest in full upon the first to
            occur of the following events:

            (A)   termination of the Optionee's employment due to Retirement (as
                  defined below), Disability (as defined below), or death; or

            (C)   an Acceleration Event (as defined in the Plan).

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      (d)   PAYMENT OF EXERCISE PRICE AND TAX WITHHOLDING. Permissible methods
            for payment of the Exercise Price and for satisfaction of tax
            withholding obligations upon exercise of the Option shall be as
            described in Sections 6.6 and Article 14 of the Plan, or, if the
            Plan is amended, successor provisions. In addition to the methods of
            exercise permitted by Section 6.6 of the Plan, the Optionee may
            exercise the Option by way of a broker-assisted cashless exercise in
            a manner consistent with the Federal Reserve Board's Regulation T,
            unless the Committee determines that such exercise method is
            prohibited by law.

      (e)   EFFECT OF TERMINATION OF EMPLOYMENT.

            If the Optionee's employment terminates before March 8, 2012, the
            Option shall expire on the date set forth below, as applicable:

            (i)   Death. If the Optionee's employment is terminated as a result
                  of the Optionee's death, the Option shall expire on the
                  earlier of March 8, 2012 or the date three years after; the
                  termination of the Optionee's employment due to death.

            (ii)  Retirement or Disability. If the Optionee's employment is
                  terminated as a result of the Optionee's Retirement (as
                  defined below), or Disability (as defined below), the Option
                  shall expire on the earlier of March 8, 2012 or the date five
                  years after the termination of the Optionee's employment due
                  to Retirement or Disability. For purposes of this Section
                  2(e)(ii), employment shall include any period in which
                  severance is paid in the form of salary continuation.

            (iii) Voluntary Termination; Cause. If the Optionee's employment is
                  terminated by the Optionee for any reason other than
                  Retirement (as defined below), Disability (as defined below)
                  or death, or by the Company (or an Affiliate, as the case may
                  be) for cause (as determined by the Committee), the vested and
                  unvested portions of the Option shall expire on the date of
                  the termination of this Optionee's employment.

            (iv)  Other Termination by the Company. If the Optionee's
                  employment is terminated by the Company (or an Affiliate, as
                  the case may be) for other than cause (as determined by the
                  Committee), and not because of the Optionee's Retirement (as
                  defined below), Disability (as defined below), or death, the
                  vested portion of the Option shall expire on the earlier of
                  March 8, 2012 or the date three months after the termination
                  of the Optionee's employment (for purposes of this Section
                  2(e)(iv), employment shall include any period in which
                  severance is paid in the form of salary continuation). Any
                  portion of the Option that is not vested (or the entire
                  Option, if no part was vested) as of the date the Optionee's
                  employment terminates shall be forfeited immediately on the
                  date of termination of employment, and such unvested portion
                  of the Option (the entire Option, if no portion was vested on
                  the date of termination) shall not thereafter be exercisable.

            Notwithstanding the foregoing, if an Optionee's employment is
            terminated on or after an Acceleration Event (A) by the Company (or
            an Affiliate, as the case may be) for other than cause (as
            determined by the Committee), and not because of the Optionee's
            Retirement (as defined below), Disability (as defined below), or
            death, or (B) by the Optionee because the Optionee in good faith
            believed that as a result of such Acceleration Event he or she was
            unable effectively to discharge

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            his or her present duties or the duties of the position the Optionee
            occupied just prior to the occurrence of such Acceleration Event,
            the Option shall in no event expire before the earlier of the date
            that is 7 months after the Acceleration Event or March 8, 2012.

            RETIREMENT. For purposes of this Agreement, the term "Retirement"
            shall mean the termination of the Optionee's employment if, at the
            time of such termination, the Optionee is eligible to commence
            receipt of retirement benefits under a traditional formula defined
            benefit pension plan maintained by the Company or an Affiliate (or
            would be eligible to receive such benefits if he or she were a
            participant in such traditional formula defined benefit pension
            plan).

            DISABILITY. For purposes of this Agreerment, the term "Disability"
            shall mean the complete and permanent inability of the Optionee to
            perform all of his or her duties under the terms of his or her
            employment, as determined by the Committee upon the basis of such
            evidence, including independent medical reports and data, as the
            Committee deems appropriate or necessary.

      (f)   COMPLIANCE WITH LAWS AND REGULATIONS. The Option shall not be
            exercised at any time when its exercise or the delivery of shares
            hereunder would be in violation of any law, rule, or regulation that
            the Company may find to be valid and applicable.

      (g)   OPTIONEE BOUND BY PLAN AND RULES. Optionee hereby acknowledges
            receipt of a copy of the Plan and agrees to be bound by the terms
            and provisions thereof. Optionee agrees to be bound by any rules and
            regulations for administering the Plan as may be adopted by the
            Committee during the life of the Option. Terms used herein and not
            otherwise defined shall be as defined in the Plan.

This Agreement is issued, and the Option evidenced hereby is granted, in White
Plains, New York, and shall be governed and construed in accordance with the
laws of the State of New York.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
Chairman, President and Chief Executive Officer, or a Vice President, as of the
8th day of March, 2005.

Agreed to:                                                  ITT INDUSTRIES, INC.

                                                            Steven R. Loranger

_____________________________
Optionee

Dated:_______________________                               Dated: March 8, 2005

Enclosures

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