Earning of Restricted Shares Sample Clauses

Earning of Restricted Shares. (a) If (i) you shall continue as a director of the Corporation until you retire from the Board of Directors (the Board) of the Corporation under the Board's retirement policy; or (ii) you shall resign from the Board or cease to be a director of the Corporation by reason of the antitrust laws, compliance with the Corporation's conflict of interest policies, death or disability, then you shall be deemed to have fully earned all the Restricted Shares subject to this Restricted Stock Agreement. (b) If you resign from the Board or cease to be a director of the Corporation for any other reason, you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect thereto unless the Board of Directors shall determine, in its sole discretion, that you have resigned from the Board or ceased to be a director by reason of circumstances that the Board determines not to be adverse to the best interests of the Corporation.

Earning of Restricted Shares. (a) If you shall continue as an Employee from the date hereof until May 1, 2007, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement. (b) If (i) you shall die or suffer a disability that shall continue for a continuous period of at least six months during the period of your continuous service as an Employee and prior to May 1, 2007; or (ii) a “Change in Control” (as defined for purposes of Article III, Section 13(I)(1) of Rockwell Automation’s By-Laws) shall occur during the period of your continuous service as an Employee and prior to May 1, 2007; then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement. (c) If you cease to be an Employee prior to satisfaction of any of the conditions set forth in paragraph (a) or (b) of this Section, you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect to the Restricted Shares or any Stock Dividends (as hereinafter defined).

Earning of Restricted Shares. (a) You will be deemed to have fully earned one-third of the Restricted Shares (rounded to the nearest whole number) on the first anniversary of the award date, one-third of the Restricted Shares (rounded to the nearest whole number) on the second anniversary of the award date and the balance of the Restricted Shares on the third anniversary of the award date, in each case if you continue as an Employee from the date hereof until the anniversary of the award date in the respective year. (b) If you die or suffer a disability that shall continue for a continuous period of at least six months during the period of your continuous service as an Employee and prior to the third anniversary of the award date, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement on the date of your death or the six month anniversary of your disability, as the case may be. (c) If during the period of your continuous service as an Employee and prior to the third anniversary of the award date, (A) a Change of Control occurs, (B) all Restricted Shares that are outstanding are assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation and (C) within two years of such Change of Control your employment is terminated (1) by reason of death or disability, (2) by you for a Change of Control Good Reason or (3) by the Corporation other than for Cause, you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement (and any substituted awards of restricted stock) on the date of your separation from service. If during the period of your continuous service as an Employee and prior to the third anniversary of the award date, (A) a Change of Control occurs and (B) all Restricted Shares that are outstanding are not assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement on the date of such Change of Control. (d) If your employment by Rockwell Automation terminates on or after the first anniversary of the award date and prior to the third anniversary of the award date by reason of your retirement, then you shall be deemed to have fully earned a prorated portion of the Restricted Shares subject to this Agreement (rounded to the nearest whole number) equal to the amount by which (i) the number of...

Earning of Restricted Shares. (a) If (i) you shall continue as an employee of the Corporation until the January 1 immediately following your attainment of age 62 or such later age (not more than age 67) to which the Committee shall from time to time have requested, prior to your attainment of age 62 (or such later age as to which it shall have previously requested), that you remain in service as an employee of the Corporation; or (ii) you shall die or suffer a disability that shall continue for a continuous period of at least six months prior to your attainment of age 62 (or the later age prescribed pursuant to the preceding clause (a)(i)); or (iii) a "change of control" (as defined for purposes of Article III, Section 13(I)(1) of the Corporation's By-Laws) shall occur; then you shall be deemed to have fully earned all the Restricted Shares subject to this agreement. (b) If your employment by the Corporation terminates prior to the January 1 immediately following your attainment of age 62 (or the later age prescribed pursuant to clause (a)(i) of this paragraph), you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect thereto unless the Board of Directors or the Committee shall determine, in its sole discretion, that your earlier retirement from service with the Corporation is in the best interests of the Corporation.

Earning of Restricted Shares. (a) Except as otherwise provided in this Agreement, you will be deemed to have earned the Restricted Shares on the earlier of (1) the third anniversary of the Grant Date provided that you continue to serve as a member of the Board for the period from the Grant Date through third anniversary of the Grant Date (the “Vesting Period”), and (2) the date of your death, Disability or Qualifying Termination. (b) If you resign from the Board or cease to be a member of the Board by reason of the antitrust laws, compliance with the Company’s conflict of interest policies, or other circumstances that the Board determines not to be adverse to the best interests of the Company prior to the third anniversary of the Grant Date, the Board may, upon resolution, determine that the Restricted Shares will be deemed earned on the date of such termination of membership on the Board. (c) If your membership on the Board terminates for any reason that is not described in Section 1(a) above, or for any reason described in Section 1(b) above and the Board does not determine that the Restricted Shares will be deemed fully earned upon such termination, in either case prior to the last day of the Vesting Period, then your Restricted Shares under this Agreement will be immediately cancelled and forfeited and you will have no further rights to the Restricted Shares granted pursuant to this Agreement.

Earning of Restricted Shares. (a) If you shall continue as an Employee from the date hereof until December , 2010, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement. (b) If (i) you shall die or suffer a disability that shall continue for a continuous period of at least six months during the period of your continuous service as an Employee and prior to December , 2010; or (ii) a “Change in Control” (as defined for purposes of Article III, Section 13(I)(1) of Rockwell Automation’s By-Laws) shall occur during the period of your continuous service as an Employee and prior to December , 2010; then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement. (c) If your employment by Rockwell Automation terminates on or after the first anniversary of the date hereof and prior to December , 2010 by reason of your retirement under a retirement plan of Rockwell Automation, then you shall be deemed to have fully earned a prorated portion of the Restricted Shares subject to this Agreement equal to the number of Restricted Shares subject to this Agreement, multiplied by the percentage of days in the three-year period ended December , 2010 during which you were an Employee. (d) If you cease to be an Employee prior to satisfaction of any of the conditions set forth in paragraph (a), (b) or (c) of this Section, notwithstanding any period of salary continuation, you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect to the Restricted Shares or any Stock Dividends (as hereinafter defined).

Earning of Restricted Shares. The Restricted Shares may be earned as follows: (a) If you shall continue as an Employee from the date hereof until the third anniversary of the award date, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement on such date. (b) If you shall die or suffer a disability that shall continue for a continuous period of at least six months during the period of your continuous service as an Employee and prior to the third anniversary of the award date, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement on the date of your death or the six month anniversary of your disability, as the case may be. (c) If during the period of your continuous service as an Employee and prior to the third anniversary of the award date, (A) a Change of Control occurs, (B) all Restricted Shares that are outstanding are assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation and (C) within two years of such Change of Control your employment is terminated (1) by reason of death or disability, (2) by you for a Change of Control Good Reason or (3) by the Corporation other than for Cause, you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement (and any substituted awards of restricted stock) on the date of your separation from service. If during the period of your continuous service as an Employee and prior to the third anniversary of the award date, (A) a Change of Control occurs and (B) all Restricted Shares that are outstanding are not assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement on the date of such Change of Control. (d) If your employment by Rockwell Automation terminates on or after the first anniversary of the date hereof and prior to the third anniversary of the award date by reason of your retirement, then you shall be deemed to have fully earned a prorated portion of the Restricted Shares subject to this Agreement equal to the number of Restricted Shares subject to this Agreement, multiplied by the percentage of days in the three-year period ended on the third anniversary of the award date during which you were an Employee. For purposes of this Section 1, retirement means termination of employment with Rockwe...

Earning of Restricted Shares. You shall be deemed to have earned the Restricted Shares subject to this Agreement on the earlier of: (a) the second anniversary of the Grant Date; [Alternative special vesting provisions: X shares on the first anniversary of the Grant Date; X shares on the second anniversary of the Grant Date; X shares on the third anniversary of the Grant Date; X shares on the fourth anniversary of the Grant Date.] (b) your death or Disability; or (c) a Change of Control.

Earning of Restricted Shares. (a) If your employment is terminated due to your death or Disability (as defined in the Plan) prior to the end of the Restricted Period, you will be deemed to have earned, as of the end of the Restricted Period, a pro-rated portion of the Restricted Shares, based on the number of full months of the vesting period that have elapsed as of the date of death or Disability. (b) Upon your Retirement (as defined in the Plan) after [_______], 20[__] and prior to the end of the Restricted Period, the Restricted Shares will continue to vest in accordance with the terms of Section 1 of this agreement. (c) If your employment with the Company terminates prior to the end of the Restricted Period for any other reason, you shall be deemed not to have earned any of the unvested Restricted Shares and shall have no further rights with respect thereto, except as and to the extent that the Compensation and Management Development Committee of the Board of Directors, taking into account the purpose of the Plan and such other factors as in its sole discretion it deems appropriate, may determine.

Earning of Restricted Shares. (a) If your employment is terminated due to your death or Disability (as defined in the Plan) after July 25, 2008 and prior to the end of the Restricted Period, you will be deemed to have earned the entire portion of the Restricted Shares. (b) Upon your Retirement (as defined in the Plan) on or after July 25, 2009 and prior to the end of the Restricted Period, the Restricted Shares will continue to vest in accordance with the terms of Section 1 of this agreement. (c) If your employment with the Company terminates prior to the end of the Restricted Period for any other reason, you shall be deemed not to have earned any of the unvested Restricted Shares and shall have no further rights with respect thereto, except as and to the extent that the Compensation and Management Development Committee of the Board of Directors, taking into account the purpose of the Plan and such other factors as in its sole discretion it deems appropriate, may determine. (d) If your employment with the Company does not end prior to July 25, 2011, you will earn the Restricted Shares on that date. (e) Notwithstanding the foregoing, if a Change of Control (as defined in the Plan) occurs prior to the end of the Restricted Period, you will earn the Restricted Shares on that date.