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
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Control will immediately be forfeited, and your rights with respect to
these Restricted Units will end.
7. Retirement, Death or Disability. If your employment with the Company
terminates because of your Full Retirement, death or Disability, any
remaining restrictions on Restricted Units will lapse, and payment on
the Award will be made as soon as practicable. If you are deceased, the
Company will make a payment to your estate only after the Committee has
determined that the payee is the duly appointed executor or
administrator of your estate.
8. Change in Control. In the event of a Change in Control, any
restrictions on Restricted Units that have not lapsed or terminated as
of the date of Change in Control will immediately lapse. No later than
90 days after the date of Change in Control, you will receive for the
Restricted Units a single payment in cash equal to the product of the
number of outstanding Restricted Units as of the date of Change in
Control (including any Restricted Units whose restrictions have
terminated pursuant to this paragraph 8) and a multiplication factor,
as set forth in the Plan. Any Restricted Units on which you elected to
defer payment will also be paid in full as soon as practicable after
the effective date of the Change in Control, unless you made a contrary
election prior to the date of Change in Control. If you elected not to
have the Award immediately paid in full, then the Restricted Units will
continue to be deferred in accordance with paragraph 5.
9. Withholdings. The Company will have the right, prior to any issuance or
delivery of Shares on Restricted Units, to withhold or require from you
the amount necessary to satisfy applicable tax requirements, as
determined by the Committee.
10. Transfer of Award. You may not transfer any interest in Restricted
Units except by will or the laws of descent and distribution. Any other
attempt to dispose of your interest in Restricted Units will be null
and void.
11. Forfeiture of Awards.
(a) By accepting the Award, you expressly agree and acknowledge that
the forfeiture provisions of subparagraph (b) will apply if, from
the Date of Grant of these Restricted Units until the date that is
twenty-four (24) months after your Termination of Employment, for
any reason, you enter into an employment or consultation 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 the Company or any
Affiliate is engaged if the business is competitive (in the sole
judgment of the Committee) with the Company or an Affiliate and the
Committee has not approved the arrangement in writing.
(b) If the Committee determines, in its sole judgment, that you have
engaged in an act that violates subparagraph (a) prior to the
24-month anniversary of your Termination of Employment, your
outstanding Restricted Units will immediately be rescinded, and you
will forfeit any rights you have with respect to these Restricted
Units as of the date of the Committee's determination. In addition,
you hereby agree and promise immediately to deliver to the Company,
Shares equal in value to the amount of any Restricted Units you
received payment for during the period beginning six (6) months
prior to your Termination of Employment and ending on the date of
the Committee's determination.
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12. Restrictions on Payment of Shares. Payment of Shares for your
Restricted Units is subject to the conditions that, to the extent
required at the time of exercise, (a) the Shares underlying the
Restricted Units will be duly listed, upon official notice of
redemption, upon the NYSE, and (b) 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 for the Company.
13. Adjustments. In the event of any stock split, reverse stock split,
dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), extraordinary cash dividend,
recapitalization, merger, consolidation, split-up, spin-off,
reorganization, combination, repurchase or exchange of Shares or other
securities, the issuance of warrants or other rights to purchase Shares
or other securities, or other similar corporate transaction or event,
the Committee may, in its sole discretion, adjust the number and kind
of Shares covered by the Restricted Units and other relevant provisions
to the extent necessary to prevent dilution or enlargement of the
benefits or potential benefits intended to be provided by the
Restricted Units. Any such determinations and adjustments made by the
Committee will be binding on all persons.
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 applicable securities laws in respect
of trading in the Company's securities. The Company will have the right
to recover, or receive reimbursement for, any compensation or profit
you realize on the disposition of Shares received for Restricted Units
to the extent that the Company has a right of recovery or reimbursement
under applicable securities laws.
15. Plan Terms Govern. The vesting and redemption of Restricted Units, the
disposition of any Shares received for Restricted Units, and the
treatment of gain on the disposition of these Shares are subject to the
provisions 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. By accepting
the Award, you acknowledge receipt of the Plan and the prospectus, as
in effect on the date of this Agreement.
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16. Personal Data.
(a) By entering into this Agreement, and as a condition of the grant of
the Restricted Units, 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 Restricted Units 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 and/or its Subsidiaries and Affiliates,
pursuant to a transfer made in the past with your consent, in
respect of any previous grant of restricted units 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 and/or its Subsidiaries and Affiliates among
themselves as necessary for the purposes of implementation,
administration, and management of the your participation in the
Plan, and that the Company and/or its Subsidiaries and 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 and/or its Subsidiaries and
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 and/or its Subsidiaries and
Affiliates, as well as 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 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:
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(a) The Company (and not your local employer) is granting your
Restricted Units. 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 that United States law will govern all Restricted
Units granted under the Plan.
(c) That 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 Restricted Units hereunder, and any future grant of
Restricted Units under the Plan, is entirely voluntary, and at the
complete discretion of the Company. Neither the grant of the
Restricted Units nor any future grant of any Restricted Units by
the Company shall be deemed to create any obligation to grant any
further Restricted Units, 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 shall adversely affect your rights
hereunder.
(f) The Plan shall not be deemed to constitute, and shall not be
construed by you to constitute, part of the terms and conditions of
employment. The Company shall not 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.
(g) Participation in the Plan shall not be deemed to constitute, and
shall 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 your Restricted Units
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 this Award or the account established on your
behalf. You have no rights as a shareowner of the Company pursuant to
the Restricted Units until Shares are actually delivered to you.
19. Incorporation of Other Agreements. This Agreement and the Plan
constitute the entire understanding between you and the Company
regarding the Restricted Units. This Agreement supersedes any prior
agreements, commitments or negotiations concerning the Restricted
Units.
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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.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
the facsimile signature of its Chairman of the Board and Chief Executive Officer
as of the day and year first above written. By consenting to this Agreement, you
agree to the following: (i) you have carefully read, fully understand and agree
to all of the terms and conditions described in this Agreement and the Plan; and
(ii) you understand and agree that this Agreement and the Plan constitute the
entire understanding between you and the Company regarding the Award, and that
any prior agreements, commitments or negotiations concerning the Restricted
Units are replaced and superseded. You will be deemed to consent to the
application of the terms and conditions set forth in this Agreement and the Plan
unless you contact Honeywell International Inc., Executive Compensation/AB-1D,
101 Columbia Road, Morristown, NJ 07962 in writing within thirty (30) days of
the date of this Agreement.
Honeywell International Inc.
By: David M. Cote
Chairman of the Board and
Chief Executive Officer
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Participant's Signature Date
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