Honeywell 2007 Annual Report Download - page 158

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Exhibit 10.28
2006 Stock Incentive Plan
of Honeywell International Inc. and its Affiliates
Restricted Unit Agreement
RESTRICTED UNIT 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 Award. The Company has granted you [NUMBER] Restricted Units, subject to the provisions of this Agreement and the 2006 Stock
Incentive Plan of Honeywell International Inc. and its Affiliates (the "Plan"). The Company will hold the Restricted Units in a bookkeeping
account on your behalf until they become payable or are forfeited or cancelled.
2. [FOLLOWING INCLUDED AT COMMITTEE'S DISCRETION:Dividend Equivalents. Except as otherwise determined by the Committee, in its
sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one
Share of Common Stock for each unvested Restricted Unit or Additional Restricted Unit (as defined below) credited to your bookkeeping account
on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an
additional number of Restricted Units ("Additional Restricted Units") equal to (a) divided by (b), where (a) equals the total number of unvested
Restricted Units and Additional Restricted Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash
dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to
holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Units equal to the
total number of unvested Restricted Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common
Stock on such date. Additional Restricted Units are subject to the same restrictions, including but not limited to vesting (except with respect to
certain Additional Restricted Units representing fractional Units), transferability and payment restrictions that apply to the Restricted Units to
which they relate.]
3. Payment Amount. Each Restricted Unit [and Additional Restricted Unit] represents one (1) Share of Common Stock.
4. 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 [and Additional Restricted Units] will lapse incrementally as follows: [VESTING PROVISIONS
CONSISTENT WITH THE PLAN].
[Fractional Units will accumulate until all such Units equal at least 1.0. The fractional Units equal to 1.0 will vest on the vesting date described
above that is coincident with
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