FORM OF 2006 NON EMPLOYEE DIRECTOR OPTION AGREEMENT
ITT INDUSTRIES, INC.
2003 EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
THIS AGREEMENT, effective as of the _____ day of _______, by and between ITT Industries, Inc. (the
"Company") and ________________ (the "Optionee"),
WHEREAS, the Optionee is now a member of the Board of Directors (the "Board") of the Company and, in
recognition of the Optionee's valued services, the Company 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 Compensation and
Personnel Committee of the Board (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 __________ to the Optionee of the option to purchase
from the Company all or any part of an aggregate of _____ shares of common stock of the Company (the
"Option"), at the purchase price of $_____ per share (the "Exercise Price"). The Option shall be a Nonqualified
2. TERMS AND CONDITIONS. It is understood and agreed that the Option is subject to the following terms
(a) EXPIRATION DATE. The Option shall expire on ______, or, if the Optionee's service on the Board
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 as follows:
(i) 1/3 of the Optio