Honeywell 2005 Annual Report Download - page 161

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 _________________ (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 or0are 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 make a request to the Committee in writing in the form
and at the time designated by the Committee. You must submit a suggested payment schedule with the request for deferral. 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 Control, will immediately be forfeited, and your rights with respect to these Restricted Units will end.
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