Honeywell 2004 Annual Report Download - page 254

EXHIBIT 10.21
2003 Stock Incentive Plan
for Employees
of Honeywell International Inc. and its Affiliates
Restricted Unit Agreement
RESTRICTED UNIT AGREEMENT made in Morris Township, New Jersey, as of
the ____ day of ___________ (the "Date of Grant"), between Honeywell
International Inc. (the "Company") and _________________ (the "Employee").
1. Grant of Award. The Company has granted you ______ Restricted Units,
subject to the provisions of this Agreement. The Company will hold the
Restricted Units in a bookkeeping account on your behalf until they
become payable or are forfeited or cancelled.
2. Payment Amount. Each Restricted Unit represents one (1) Share of Common
Stock. Except as otherwise determined by the Management Development and
Compensation Committee (the "Committee"), in its sole discretion, you
will be paid a Dividend Equivalent in an amount equal to any cash or
stock dividends paid by the Company upon one Share of Common Stock for
each Restricted Unit credited to your account.
3. Vesting. Except in the event of your Full Retirement, death,
Disability, or a Change in Control, or as otherwise provided in this
Agreement, the restrictions on the Restricted Units will lapse
incrementally as follows: __________________________ (vesting schedule
within seven-year period). Your vested right will be calculated on the
relevant anniversary of the Date of Grant or upon your Termination of
Employment, other than by reason of your Full Retirement, death,
Disability, or a Change in Control if earlier. No partial credit will
be given for partial years of employment.
4. Form of Payment. Vested Restricted Units will be redeemed solely for
Shares. Dividend Equivalents will always be paid in cash.
5. Deferral of Payment. If you would like to defer payment on the
Restricted Units, you may, in the calendar year prior to the date on
which the restrictions on the Restricted Units lapse or terminate, make
a request to the Committee in writing. You must submit a suggested
payment schedule with the request for deferral, and may specify whether
payment will continue to be deferred in the event of a Change in
Control prior to the scheduled payment date. The Committee may, in its
sole discretion, determine whether to permit deferral of payment in the
manner requested. If the Committee does not accept your proposed
payment schedule, then payment will be made as provided in paragraph 4.
6. Termination of Employment. Any Restricted Units that have not vested as
of your Termination of Employment, other than by reason of your Full
Retirement, death, Disability, or a Change in
1/6