STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF HONEYWELL INTERNATIONAL INC

Exhibit 10.1

STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

OF HONEYWELL INTERNATIONAL INC.

OPTION AGREEMENT

OPTION AGREEMENT made in Morris Township, New Jersey, as of the ____ day of ___________, between Honeywell International Inc., a Delaware corporation (the "Corporation"), and______________, a director of the Corporation (the "Director").

1.         The Corporation has this day granted to the Director the option (the "Option") to purchase all or any part of an aggregate of _____________ shares of its common stock (the "Common Stock") under the Stock Plan for Non-Employee Directors of Honeywell International Inc. (the "Plan"), subject to the provisions of this Agreement. The Director hereby accepts the grant and agrees to be bound by the terms and conditions of this Agreement with respect thereto.

2.         The purchase price of the shares of Common Stock covered by the Option shall be $_____ per share.

3.         The term of the Option shall be for a period of ten years from the date hereof, subject to earlier termination or cancellation as provided in the Plan.

4.         The Option is a non-qualified Option for federal income tax purposes.

5.         The Option shall become 100% vested at the earliest of the Director's retirement from the Corporation’s Board of Directors at or after age 70, the Director's death or disability (as defined in the Plan) or ____________. Prior thereto, the Option shall become exercisable in cumulative installments as follows: _________________ (vesting schedule within three-year period.)

6.         Exercise of the Option is subject to the conditions that to the extent required at the time of exercise (a) the shares of Common Stock covered by the Option shall be duly listed, upon official notice of issuance, upon the New York Stock Exchange, and (b) a Registration Statement under the Securities Act of 1933 with respect to such shares shall be effective.