Common use of Earning of Restricted Shares Clause in Contracts

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 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, exceeds (ii) the number of Restricted Shares earned before your retirement pursuant to Section 1(a). For purposes of this Section 1, retirement means termination of employment with Rockwell Automation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of Rockwell Automation or as otherwise may be required by local law. (e) If your employment by Rockwell Automation terminates for “cause” (as reasonably determined by the Corporation), then 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. For purposes of this Section 1, if you receive severance payments in connection with your separation from Rockwell Automation, you will be treated as not having terminated your employment with Rockwell Automation until the last date on which you are entitled to receive severance payments from Rockwell Automation, at which time your employment by Rockwell Automation will be deemed terminated.

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 agreement if you continue as an employee of the date Company until the end of your death or the six month anniversary of your disabilityRestricted Period, as the case may beprovided in paragraph 1. (cb) If during you die prior to the period end of your continuous the Restricted Period, or retire at age 62 or older with ten or more years of service under a retirement plan of the Corporation (as an Employee defined in the Plan) after ________ __, 2002 and prior to the third anniversary end 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 CausePeriod, you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement agreement. (and any substituted awards c) If you retire prior to attaining age 62 with ten or more years of restricted stock) on service under a retirement plan of the date of your separation from service. If during Corporation, or are terminated by the period of your continuous service as an Employee Corporation without cause, in either case after ______ __, 2002 and prior to the third anniversary end of the award dateRestricted Period, (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 number of Restricted Shares equal to the total number of such shares subject to this Agreement on agreement multiplied by a fraction, the numerator of which is the number of months from the date of grant to the date of such Change retirement or termination and the denominator of Controlwhich is 60; provided, however, 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 a denominator which is less than 60. (d) If your employment by Rockwell Automation with the Company 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 end of the Restricted Shares subject to this Agreement (rounded to the nearest whole number) equal to the amount by which (i) the number of Restricted Shares subject to this AgreementPeriod for any other reason, 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, exceeds (ii) the number of Restricted Shares earned before your retirement pursuant to Section 1(a). For purposes of this Section 1, retirement means termination of employment with Rockwell Automation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of Rockwell Automation or as otherwise may be required by local law. (e) If your employment by Rockwell Automation terminates for “cause” (as reasonably determined by the Corporation), then you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect thereto, except as and to the Restricted Shares or any Stock Dividends. For purposes extent that the Compensation and Management Development Committee of this Section 1the Board of Directors, if you receive severance payments taking into account the purpose of the Plan and such other factors as in connection with your separation from Rockwell Automationits sole discretion it deems appropriate, you will be treated as not having terminated your employment with Rockwell Automation until the last date on which you are entitled to receive severance payments from Rockwell Automation, at which time your employment by Rockwell Automation will be deemed terminatedmay determine.

Earning of Restricted Shares. (a) You Except as otherwise provided in this Agreement, 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 earlier of (1) January __, 2020 provided that you continue to serve as a member of the award date, in each case if you continue as an Employee Board for the period from the Grant Date through such date hereof until (the anniversary “Vesting Period”), and (2) the date of the award date in the respective yearyour death, Disability or Qualifying Termination. (b) If you die resign from the Board or suffer cease to be a disability member of the Board by reason of the antitrust laws, compliance with the Company’s conflict of interest policies, or other circumstances that shall continue for a continuous period the Board determines not to be adverse to the best interests of at least six months during the period of your continuous service as an Employee and Company prior to the third anniversary end of the award dateVesting Period, then you shall be deemed to have fully earned all the Board may, upon resolution, determine that the Restricted Shares subject to this Agreement will be deemed earned on the date of your death or such termination of membership on the six month anniversary of your disability, as the case may beBoard. (c) If during your membership on the period of your continuous service as an Employee 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 third anniversary last day of the award dateVesting Period, (A) a Change of Control occurs, (B) all then your 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 under this Agreement (will be immediately cancelled 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 forfeited 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 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, exceeds (ii) the number of Restricted Shares earned before your retirement pursuant to Section 1(a). For purposes of this Section 1, retirement means termination of employment with Rockwell Automation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of Rockwell Automation or as otherwise may be required by local law. (e) If your employment by Rockwell Automation terminates for “cause” (as reasonably determined by the Corporation), then you shall be deemed not to have earned any of the Restricted Shares and shall will have no further rights with respect to the Restricted Shares or any Stock Dividends. For purposes of granted pursuant to this Section 1, if you receive severance payments in connection with your separation from Rockwell Automation, you will be treated as not having terminated your employment with Rockwell Automation until the last date on which you are entitled to receive severance payments from Rockwell Automation, at which time your employment by Rockwell Automation will be deemed terminatedAgreement.

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 If you shall continue as an Employee from the date hereof until December 1, 2014, then you shall be deemed to have fully earned all the anniversary of the award date in the respective year. (b) Restricted Shares subject to this Agreement on such date. 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 dateDecember 1, 2014, 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. (cb) If during the period of your continuous service as an Employee and prior to the third anniversary of the award dateDecember 1, 2014, (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 Rockwell Automation 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 dateDecember 1, 2014, (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. (dc) If your employment by Rockwell Automation terminates on or after the first anniversary of the award date hereof and prior to the third anniversary of the award date December 1, 2014 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 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 December 1, 2014 during which you were an Employee, exceeds (ii) the number of Restricted Shares earned before your retirement pursuant to Section 1(a). For purposes of this Section 1, retirement means termination of employment with Rockwell Automation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of Rockwell Automation or as otherwise may be required by local lawAutomation. (ed) If your employment by Rockwell Automation terminates for “cause” prior to satisfaction of any of the conditions set forth in paragraph (as reasonably determined by the Corporationa), then (b), (c) or (d) 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. Dividends (as hereinafter defined). (e) For purposes of this Section 1, if you receive severance payments in connection with your separation from Rockwell Automation, you will be treated as not having terminated your employment with Rockwell Automation until the last date on which you are entitled to receive severance payments from Rockwell Automation, at which time your employment by Rockwell Automation will be deemed terminated.

Earning of Restricted Shares. (a) You will be deemed to have fully earned one-third of the Restricted Shares If (rounded to the nearest whole numberi) 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 shall continue as an Employee from employee of the date hereof Corporation until completion of the distribution (the Distribution) pro rata to the Corporation's shareowners of all the outstanding stock of the Corporation's wholly-owned subsidiary, Conexant Systems, Inc., a Delaware corporation (Conexant), and thereafter as an employee of Conexant until the anniversary January 1 immediately following your attainment of the award date age 62 or such later age (not more than age 67) to which Conexant's Board of Directors or its Compensation Committee shall from time to time have requested, prior to your attainment of age 62 (or such later age as to which either such Board or Committee shall have previously requested), that you remain in the respective year. service as an employee of Conexant; or (bii) 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 your attainment of age 62 (or the third anniversary later age prescribed pursuant to the preceding clause (a)(i)); or (iii) a "change of control" (as defined for purposes of Conexant's By-Laws as in effect on the effective date of the award date, Distribution) shall occur; 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 beagreement. (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. (db) If your employment by Rockwell Automation the Corporation terminates on or after the first anniversary prior to completion of the award date and Distribution or if your employment by Conexant terminates prior to the third anniversary January 1 immediately following your attainment of age 62 (or 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 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, exceeds (ii) the number of Restricted Shares earned before your retirement later age prescribed pursuant to Section 1(a). For purposes clause (a)(i) of this Section 1, retirement means termination of employment with Rockwell Automation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of Rockwell Automation or as otherwise may be required by local law. (e) If your employment by Rockwell Automation terminates for “cause” (as reasonably determined by the Corporationparagraph), then you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect thereto unless Conexant's Board of Directors or its Compensation Committee shall determine, in its sole discretion, that your earlier retirement from service with Conexant is not adverse to the best interests of Conexant. 2. In all other respects the Restricted Shares or any Stock Dividends. For purposes of this Section 1, if you receive severance payments Agreement shall remain in connection with your separation from Rockwell Automation, you will be treated as not having terminated your employment with Rockwell Automation until the last date on which you are entitled to receive severance payments from Rockwell Automation, at which time your employment by Rockwell Automation will be deemed terminatedfull force and effect.