andRights Agreement • October 28th, 1996 • New Rockwell International Corp • Delaware
Exhibit 1 ROCKWELL INTERNATIONAL CORPORATION $350,000,000 6.15% Notes Due January 15, 2008 $250,000,000 6.70% Debentures Due January 15, 2028 $200,000,000 5.20% Debentures Due January 15, 2098 UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 1998 • Rockwell International Corp • Electronic components & accessories • New York
Exhibit 10e-5 [TERMS AND CONDITIONS - NON-COMPETE, ISOS, PRIORITY] ROCKWELL INTERNATIONAL CORPORATION 2000 LONG-TERM INCENTIVES PLAN STOCK OPTION AGREEMENT STOCK OPTION TERMS AND CONDITIONS 1. Definitions As used in these Stock Option Terms and...Stock Option Agreement • November 21st, 2001 • Rockwell International Corp • Measuring & controlling devices, nec
1 EXHIBIT 10-c-5 ROCKWELL INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT To: --------------------------- In accordance with the Directors Stock Plan (the Plan), as amended, of Rockwell International Corporation (the Corporation) and your...Restricted Stock Agreement • November 22nd, 2000 • Rockwell International Corp • Industrial instruments for measurement, display, and control • Delaware
i 3 "Foreign Currency"...................................6 "Funded Debt"........................................6 "Global Security"....................................7 "Holder" or "Securityholder".........................7...Indenture • December 23rd, 1997 • Rockwell International Corp • Electronic components & accessories • New York
Rockwell Automation, Inc. $425,000,000 3.500% Notes due 2029 $575,000,000 4.200% Notes due 2049 Underwriting AgreementUnderwriting Agreement • March 1st, 2019 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
Rockwell Automation, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $425,000,000 principal amount of the 3.500% notes due March 1, 2029 (the “2029 Notes”) and an aggregate of $575,000,000 principal amount of the 4.200% notes due March 1, 2049 (the “2049 Notes”) of the Company specified above. The 2029 Notes and the 2049 Notes (collectively, the “Securities”) will be issued under the Indenture dated as of December 1, 1996 (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A. (successor in interest to JPMorgan Chase Bank, N.A., successor to JPMorgan Chase Bank, successor to The Chase Manhattan Bank, successor to Mellon Bank, N.A.), as Trustee (the “Trustee”).
ii 4 TAX ALLOCATION AGREEMENTTax Allocation Agreement • July 11th, 2001 • Rockwell International Corp • Measuring & controlling devices, nec • New York
1 Exhibit 2.1 DISTRIBUTION AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATIONDistribution Agreement • October 10th, 1997 • Rockwell International Corp • Electronic components & accessories • New York
andRights Agreement • November 27th, 1996 • New Rockwell International Corp • Electronic components & accessories • Delaware
Exhibit 10.3 ~ ~ ~ EARL S. WASHINGTON ~ ~ ~ -- AGREEMENT AND GENERAL RELEASE -- EARL S. WASHINGTON and ROCKWELL INTERNATIONAL CORPORATION have reached the following Agreement. In this Agreement, "EMPLOYEE" refers to EARL S. WASHINGTON, and "COMPANY"...General Release Agreement • May 13th, 1999 • Rockwell International Corp • Electronic components & accessories
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • October 21st, 2022 • Rockwell Automation, Inc • Measuring & controlling devices, nec • Delaware
CHANGE OF CONTROL AGREEMENT by and between Rockwell Automation, Inc., a Delaware corporation (the “Company”), and ______________ (the “Executive”), dated as of the 30th day of September, 2022 (this “Agreement”).
Exhibit 2.3 TAX ALLOCATION AGREEMENTTax Allocation Agreement • January 12th, 1999 • Rockwell International Corp • Electronic components & accessories • New York
ROCKWELL INTERNATIONAL CORPORATION DEFERRED COMPENSATION PLAN TRUST AGREEMENTTrust Agreement • April 14th, 2000 • Rockwell International Corp • Industrial instruments for measurement, display, and control • California
1 Exhibit 10(f) ROCKWELL INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT To: In accordance with Sections 6 and 9 of the Directors Stock Plan, as amended, of Rockwell International Corporation (the Corporation) and your election pursuant thereto...Restricted Stock Agreement • February 12th, 1997 • Rockwell International Corp • Electronic components & accessories • Delaware
amongAgreement and Plan of Distribution • February 12th, 1997 • Rockwell International Corp • Electronic components & accessories • New York
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • October 2nd, 2013 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware
AGREEMENT by and between Rockwell Automation, Inc., a Delaware corporation (the “Company”), and (the “Executive”), dated as of the 30th day of September, 2013.
EXHIBIT 10.4 CHANGE OF CONTROL AGREEMENT AGREEMENT by and between Rockwell International Corporation, a Delaware corporation (the "Company") and ___________ (the "Executive"), dated as of the 29th day of June, 2001. The Board of Directors of the...Change of Control Agreement • August 9th, 2001 • Rockwell International Corp • Measuring & controlling devices, nec • Delaware
AGREEMENT AND PLAN OF MERGER by and among PLEX SYSTEMS HOLDINGS, INC., A DELAWARE CORPORATION, ROCKWELL AUTOMATION, INC., A DELAWARE CORPORATION, ROCKWELL AUTOMATION US HOLDINGS, INC., A DELAWARE CORPORATION, and FRANCISCO PARTNERS MANAGEMENT LLC,...Merger Agreement • June 25th, 2021 • Rockwell Automation, Inc • Measuring & controlling devices, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24. 2021, is made by and among Plex Systems Holdings, Inc., a Delaware corporation, Inc. (the “Company”), Rockwell Automation, Inc., a Delaware corporation (the “Parent”), Rockwell Automation US Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Merger Sub”), and Francisco Partners Management LLC, solely in its capacity as the representative for the Company’s securityholders (the “Representative”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
CONFORMED COPY POST-CLOSING COVENANTS AGREEMENT dated as of December 6, 1996,Post-Closing Covenants Agreement • February 12th, 1997 • Rockwell International Corp • Electronic components & accessories • New York
ROCKWELL AUTOMATION, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 28th, 2004 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware
In accordance with Section 4(c) of the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended (the Plan), 5,000 shares (Restricted Shares) of Common Stock of Rockwell Automation, Inc. (Rockwell Automation) have been granted to you today as Restricted Stock (as defined in the Plan) upon the terms and conditions of this Restricted Stock Agreement, subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
ROCKWELL AUTOMATION, INC. RESTRICTED STOCK UNIT AGREEMENT FOR U.S. EMPLOYEESRestricted Stock Unit Agreement • January 26th, 2021 • Rockwell Automation, Inc • Measuring & controlling devices, nec • Delaware
In accordance with Section 4d of the Rockwell Automation, Inc. 2020 Long-Term Incentives Plan (the “Plan”), <award amount> restricted stock units (“Restricted Stock Units”) of Rockwell Automation, Inc. have been granted to you effective <award date> (the “award date”), upon the terms and conditions of this Restricted Stock Unit Agreement for U.S. Employees (this “Agreement”), subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
Exhibit 2.2 AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATIONEmployee Matters Agreement • January 12th, 1999 • Rockwell International Corp • Electronic components & accessories • New York
FOUR-YEAR CREDIT AGREEMENT dated as of March 14, 2011 among ROCKWELL AUTOMATION, INC. THE BANKS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., THE BANK OF NEW YORK...Credit Agreement • March 16th, 2011 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
AGREEMENT dated as of March 14, 2011 among ROCKWELL AUTOMATION, INC., the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., THE BANK OF NEW YORK MELLON, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents.
364-DAY CREDIT AGREEMENT dated as of March 15, 2010 among ROCKWELL AUTOMATION, INC. THE BANKS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., THE BANK OF NEW YORK...364-Day Credit Agreement • March 18th, 2010 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person without our prior written consent.
364-DAY CREDIT AGREEMENT dated as of October 29, 2002 among Rockwell Automation, Inc. The Banks Listed Herein Bank of America, N.A., Citibank, N.A., Deutsche Bank Securities Inc., and UBS AG, Stamford Branch, as Syndication Agents Mellon Bank, N.A....Credit Agreement • November 25th, 2002 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
AGREEMENT dated as of October 29, 2002 among ROCKWELL AUTOMATION, INC., the BANKS listed on the signature pages hereof, BANK OF AMERICA, N.A., CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., and UBS AG, STAMFORD BRANCH, as Syndication Agents, MELLON BANK, N.A. and WELLS FARGO BANK, N.A., as Co-Syndication Agents, and JPMORGAN CHASE BANK, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2018 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 19, 2018 by and between PTC Inc., a Massachusetts corporation (the “Company”), and Rockwell Automation, Inc., a Delaware corporation (“Rockwell”), each of which is sometimes referred to herein as a “Party” and collectively as the “Parties.”
FIVE-YEAR CREDIT AGREEMENT dated as of November 13, 2018 among ROCKWELL AUTOMATION, INC. THE BANKS FROM TIME TO TIME PARTY HERETO BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • November 15th, 2018 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
FIVE-YEAR CREDIT AGREEMENT dated as of November 13, 2018 among ROCKWELL AUTOMATION, INC., the BANKS from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
ROCKWELL AUTOMATION, INC. PERFORMANCE SHARE AGREEMENT (grant date)Performance Share Agreement • February 6th, 2009 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware
In accordance with Section 4(f) of the 2008 Long-Term Incentives Plan (the “Plan”) of Rockwell Automation, Inc. (“Rockwell Automation”), Performance Shares (as defined in the Plan) have been granted to you today upon the terms and conditions of this Performance Share Agreement (this “Agreement”), subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
ContractPurchase Agreement • November 9th, 2006 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
Exhibit 99 PURCHASE AGREEMENT by and among ROCKWELL AUTOMATION, INC., ROCKWELL AUTOMATION OF OHIO, INC., ROCKWELL AUTOMATION CANADA CONTROL SYSTEMS, GRUPO INDUSTRIAS RELIANCE S.A. de C.V., ROCKWELL INTERNATIONAL GMBH and BALDOR ELECTRIC COMPANY
ROCKWELL AUTOMATION INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 30th, 2003 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware
In accordance with Section 6 of the Rockwell Automation, Inc. 2003 Directors Stock Plan (the Plan), resolutions adopted at the February 5, 2003 meeting of the Board of Directors (the Board) of Rockwell Automation, Inc. (the Corporation) and your election pursuant to the Plan dated , 2002, 400 shares (Restricted Shares) of Common Stock of the Corporation have been granted to you today as restricted stock in respect of your continuing service as a director of the Corporation.
Exhibit 10.2 CHANGE OF CONTROL AGREEMENT AGREEMENT by and between Rockwell International Corporation, a Delaware corporation (the "Company") and ______________ (the "Executive"), dated as of the 15th day of January, 1999. The Board of Directors of the...Change of Control Agreement • May 13th, 1999 • Rockwell International Corp • Electronic components & accessories • Delaware
ROCKWELL AUTOMATION, INC. RESTRICTED STOCK AGREEMENT (December 1, 2011)Restricted Stock Agreement • February 8th, 2012 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware
In accordance with Section 4(c) of the Rockwell Automation, Inc. 2008 Long-Term Incentives Plan (the Plan), shares (Restricted Shares) of Stock (as defined in the Plan) of Rockwell Automation, Inc. (Rockwell Automation) have been granted to you, effective December 1, 2011, as Restricted Stock (as defined in the Plan) upon the terms and conditions of this Restricted Stock Agreement, subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
ROCKWELL AUTOMATION, INC. RESTRICTED STOCK AGREEMENT (December 6, 2012)Restricted Stock Agreement • February 6th, 2013 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware
In accordance with Section 4(c) of the Rockwell Automation, Inc. 2012 Long-Term Incentives Plan (the Plan), ________ shares (Restricted Shares) of Stock (as defined in the Plan) of Rockwell Automation, Inc. (Rockwell Automation) have been granted to you, effective December 6, 2012, as Restricted Stock (as defined in the Plan) upon the terms and conditions of this Restricted Stock Agreement, subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENTFive-Year Credit Agreement • February 2nd, 2017 • Rockwell Automation Inc • Measuring & controlling devices, nec • New York
THIS FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT (this “Amendment”) is dated as of December 12, 2016, among ROCKWELL AUTOMATION, INC., a Delaware corporation (the “Company”), the Banks signatory hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below.
FIVE-YEAR CREDIT AGREEMENT dated as of June 29, 2022 among ROCKWELL AUTOMATION, INC. THE BANKS FROM TIME TO TIME PARTY HERETO BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Five-Year Credit Agreement • July 1st, 2022 • Rockwell Automation, Inc • Measuring & controlling devices, nec • New York
FIVE-YEAR CREDIT AGREEMENT dated as of June 29, 2022 among ROCKWELL AUTOMATION, INC., the BANKS from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
