ITT INDUSTRIES, INC.
2003 EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
THIS AGREEMENT (the "Agreement"), effective as of the 8th day of March, 2005, by and between ITT
Industries, Inc. (the "Company") and _____________ (the "Optionee"), WITNESSETH:
WHEREAS, the Optionee is now employed by the Company or an Affiliate (as defined in the Plan) as an
employee, and in recognition of the Optionee's valued services, the Company, through the Compensation and
Personnel Committee of its Board of Directors (the "Committee"), desires to provide an opportunity for the
Optionee to acquire or enlarge stock ownership in the Company pursuant to the provisions of the Company's
2003 Equity Incentive Plan (the "Plan");
NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and pursuant to
the provisions of the Plan, a copy of which is attached hereto and incorporated herein as part of this Agreement,
and any administrative rules and regulations related to the Plan as may be adopted by the Committee, the parties
hereto hereby agree as follows:
1. Grant of Options. In accordance with, and subject to, the terms and conditions of the Plan and this Agreement,
the Company hereby confirms the grant on March 8, 2005 to the Optionee of the option to purchase from the
Company all or any part of an aggregate of xxxx shares of common stock of the Company (the "Option"), at the
purchase price of $XX.XX per share (the "Option Price" or "Exercise Price"). The Option shall be a
Nonqualified Stock Option.
2. Terms and Conditions. It is understood and agreed that the Option is subject to the following terms and
(a) Expiration Date. The Option shall expire on March 8, 2012, or, if the Optionee's employment terminates
before that date, on the date specified in subsection (e) below.
(b) Exercise of Option. The Option may not be exercised until it has become vested.
(c) Vesting. Subject to subsections 2(a) and 2(e), the Option shall vest i