Honeywell 2008 Annual Report Download - page 334

Exhibit 10.34
2006 Stock Plan For Non-Employee Directors
of Honeywell International Inc.
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 [DIRECTOR NAME].
1. Grant of Award. The Company has granted you [NUMBER] Restricted Units, subject to the provisions of this Agreement and the
2006 Stock Plan For Non- Employee Directors of Honeywell International Inc. (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. Payment Amount. Each Restricted Unit and Additional Restricted Unit represents one (1) Share of Common Stock.
3. Vesting. Except in the event of your death, Disability, or a Change in Control, the restrictions on the Restricted Units and Additional
Restricted Units will lapse and vest one hundred percent (100%) on the fifth anniversary of the Date of Grant.
Your vested right will be determined on the earliest of (a) the fifth (5th ) anniversary of the Date of Grant, (b) upon your death or
Disability, or (c) the occurrence of a Change in Control. No partial credit will be given for partial years of service as a director.
4. Form and Timing of Payment. Vested Restricted Units and vested Additional Restricted Units will be redeemed solely for Shares
unless otherwise determined by the Committee. Payment on vested Restricted Units and Additional Restricted Units will be made as
soon as practicable following the lapse of the restrictions on the Restricted Units and Additional Restricted Units but in no event later
than two and one-half (2-1/2) months following the end of the calendar year in which the restrictions lapse unless subject to a deferral
of payment election as provided in Section 6. Any fractional Units shall be paid in cash.
5. Additional Restricted Units. 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 such
dividend payment date,