Exhibit 10.37


2006 Stock Incentive Plan

of Honeywell International Inc. and its Affiliates

STOCK OPTION AWARD AGREEMENT, FORM 2


          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 [EMPLOYEE NAME] (the “Employee”). 


	
  

 	
  

 
	
 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 Incentive Plan for Employees
of Honeywell International Inc. and its Affiliates (the “Plan”). This
Option is a nonqualified Option. 

 
	
  

 	
  

 
	
 2.

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


 
	
  

 	
  

 
	
 3.

 	
 Vesting. Except in the event of
your death or Disability or the occurrence of a Change in Control, the Option
will become exercisable in cumulative installments 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
contacting the Honeywell Stock Option Service Center, managed by Morgan Stanley
Smith Barney, by telephone at 1-888-723-3391 or 1-210-677-3660, or on the
internet at www.benefitaccess.com. 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 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.

 
	
 Full Retirement (Voluntary
Termination of Employment on or after age 60 and 10 Years of Service)

 	
  

 	
 Unvested Awards forfeited
 as of Full Retirement.

 	
  

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

 
	
 Early 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 Early Retirement.

 	
  

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

 
	
 Voluntary termination

 	
  

 	
 Unvested Awards forfeited
 as of Termination of Employment.

 	
  

 	
 Expires earlier of (i)
original expiration date, or (ii) 30 days after termination. If you die prior to
end of this 30- day period, expires earlier of (i) original expiration date, or
(ii) 1 year after death.

 
	
 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. If you die prior to
end of this 1-year period, expires earlier of (i) original expiration date, or
(ii) 1 year after death.

 
	
 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 


2






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 additional awards hereunder after Termination of Employment. For
 purposes of this Agreement, if your employment is terminated under
 circumstances that entitle you to severance benefits under a severance plan
 of the Company or an Affiliate in which you participate, “Termination of
 Employment” refers to the date immediately prior to the date severance
 benefits become payable under the terms of the severance plan. If your
 employment is terminated under any other circumstances and you are not
 entitled to severance benefits under a severance plan of the Company or an
 Affiliate, “Termination of Employment” refers to the last day you actively
 perform services for the Company and its Affiliates. 

 
	
  

 	
  

 
	
 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. 

 
	
  

 	
  

 
	
 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
 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. 

 
	
  

 	
  

 
	
 11.

 	
 Requirements for and Forfeiture of Award. 

 
	
  

 	
  

 
	
  

 	
 a.

 	
 General. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 For purposes of Section 11, the term “Honeywell” is defined as
 Honeywell International Inc. (a Delaware corporation having a place of business
 at Columbia Road and Park Avenue, Morris Township, Morris County, 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 The Award is expressly contingent upon you agreeing to the
 restrictions and obligations contained in Section 11 and you expressly
 understand and agree that the Award is contingent upon you also executing a
 separate Honeywell International Inc. Noncompete Agreement For Senior
 Executives (“Noncompete Agreement”), if applicable, as more fully described
 in subsection 11.c. below. You further expressly understand, agree and acknowledge
 that the failure to agree to all of the terms and conditions of the Award, as
 set forth in this Agreement, or to execute and return the separate Noncompete
 Agreement, if applicable, on or before [DUE DATE], in the 

 


3









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 form presented to you by the Company, shall result in the Award being
 cancelled, with no benefit to you. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Nonsolicitation of Honeywell Employees and
 Customers, Suppliers, Business Partners and Vendors. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 You acknowledge that Honeywell has invested and will invest
 significant time and money to recruit and retain its employees. Therefore,
 recognizing that in the course of your employment you have obtained valuable
 information about employees of Honeywell, their respective talents and areas
 of expertise, you agree that during your employment and for a period of two
 (2) years following your Termination of Employment from Honeywell for any
 reason, you will not directly or indirectly, for your own account or for
 others, (i) solicit (or assist another in soliciting) for employment or for
 the performance of services, (ii) offer or cause to be offered employment or
 other service engagement, or (iii) participate in any manner in the
 employment or hiring for services, any individual previously employed by
 Honeywell with whom you had contact or of whom you became aware while
 employed by Honeywell during the two-year period prior to your Termination of
 Employment, unless such individual had not been employed by Honeywell for at
 least 12 months. Nor will you, for your own account or for others, in any way
 induce or attempt to induce such individual to leave the employment of
 Honeywell. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 You acknowledge that Honeywell has invested and will continue to
 invest significant time and money to develop valuable, continuing
 relationships with existing and prospective clients and customers of
 Honeywell. Therefore, recognizing that in the course of your employment you
 have obtained valuable information about customers, suppliers, business
 partners, and/or vendors of Honeywell and their requirements, you agree that
 during your employment and for a period of two (2) years following your
 Termination of Employment from Honeywell for any reason, you will not,
 directly or indirectly, for your own account or for others, solicit (or assist
 others in soliciting) or attempt to solicit (or assist others in attempting
 to solicit), (i) any existing clients, customers, suppliers, business
 partners, and/or vendors of Honeywell with whom you had contact, or of whom
 you became aware while employed by Honeywell during the two-year period prior
 to your Termination of Employment, or (ii) any prospective clients,
 customers, suppliers, business partners, and/or vendors of Honeywell with
 whom you had contact and with whom Honeywell took significant steps to do
 business during the two-year period prior to your Termination of Employment,
 for the purpose of inducing such existing or prospective clients, customers,
 suppliers, business partners, and/or vendors to cease doing business or
 reduce their business with Honeywell or to purchase, lease, or utilize
 products or services that are competitive with, similar to, or that may be
 used as substitutes for any products or services offered by Honeywell. 

 


4









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Noncompete Agreement.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 If you have been identified as an employee in a position that is
 subject to a Noncompete Agreement, you understand, acknowledge and agree that
 the Award is expressly contingent upon you executing and returning the
 separate Noncompete Agreement on or before [DUE DATE], in the form presented
 to you by the Company. Failure to execute and return the Noncompete Agreement
 on or before [DUE DATE], shall result in the cancellation of this Award, even
 if you have otherwise accepted and agreed to all of the other terms and conditions
 of the Award and the nonsolicitation provisions of this Section 11. You
 further understand and acknowledge that you must not violate the terms of the
 separate Noncompete Agreement and, if you do so, you will be subject to the
 remedies and forfeiture provisions of subsections 11.d.1. and 11.d.2. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 The terms of this subsection 11.c.2. shall apply whether the Company
 has presented you with a Noncompete Agreement or not. You expressly agree and
 acknowledge that the forfeiture provisions of subsection 11.d.3. shall apply
 if, from the date of the grant of the Option until the date that is
 twenty-four (24) months after your Termination of Employment for any reason,
 you 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 Committee) with Honeywell and the
 Committee has not approved the agreement or arrangement in writing. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Remedies. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 You acknowledge that a remedy at law for any breach or threatened
 breach of subsections 11.b. or 11.c.1. of this Agreement would be inadequate,
 and you therefore agree that Honeywell shall be entitled to injunctive relief
 in case of any such breach or threatened breach. You acknowledge and agree
 that Honeywell may apply to any court of law or equity of competent
 jurisdiction for specific performance and/or injunctive relief (without
 posting a bond or other security) in order to enforce or prevent any
 violation of subsections 11.b. or 11.c.1. of this Agreement, and that money
 damages would not be an adequate remedy for any breach of subsections 11.b.
 or 11.c.1. of this Agreement. You acknowledge and agree that a violation of
 subsections 11.b. or 11.c.1. of this Agreement would cause irreparable harm
 to Honeywell, and you covenant that you will not assert in any proceeding
 that a violation or further violation of those subsections: (i) will not
 result in irreparable harm to Honeywell; or (ii) could be remedied adequately
 at law. Honeywell’s right to injunctive relief shall be cumulative and in
 addition to any other remedies available by law or equity. If a court
 determines that you have breached or threatened to breach subsections 11.b.
 or 11.c.1. of this Agreement, you agree to reimburse Honeywell for all
 attorneys’ fees and 

 


5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 costs incurred in enforcing such terms. However, nothing contained
 herein shall be construed as prohibiting Honeywell from pursuing any other
 available remedies, which may include, but not be limited to, contract
 damages, lost profits and punitive damages. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 In addition to the relief described in subsection 11.d.1., if the
 Committee determines, in its sole judgment, that you have violated
 subsections 11.b. and/or 11.c.1., (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 Committee’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 (regardless of when such exercise occurred). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 If the Committee determines, in its sole judgment, that you have
 engaged in an act that violates subsection 11.c.2., (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 Committee’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 six (6) months prior to your Termination of Employment and ending
 on the date of the Committee’s determination. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 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 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 

 


6







	
  

 	
  

 	
  

 
	
  

 	
 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
 

 


7









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 (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. 

 


8









	
  

 	
  

 	
  

 
	
  

 	
 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 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 (including but not limited to Section 11), 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. By
 accepting this Agreement, you agree to the following: (a) 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 (b) you understand and agree that this Agreement, the Noncompete
 Agreement if applicable, 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. 

 
	
  

 	
  

 
	
 23.

 	
 Deadline for Execution. To
 retain the Option, you understand that you must sign and return this
 Agreement and, if applicable, the separate Noncompete Agreement, on or before [DUE DATE] in the form
 presented to you by the Company. If you do not sign and return both documents
 by [DUE DATE], the Option shall be cancelled and you shall receive no benefit
 from this Agreement. The executed Agreement must be returned to Honeywell
 International Inc., Executive Compensation/AB-1D, 101 Columbia Road,
 Morristown, NJ 07962. The executed Noncompete Agreement must be returned to
 [ADDRESS]. 

 


9









	
  

 	
  

 	
  

 
	
  

 	
 I Accept:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Signature

 	
                Date

 


10