andRights Agreement • October 28th, 1996 • New Rockwell International Corp • Delaware
3 4 all necessary corporate action; each of this Agreement and the Indenture are, and when duly executed and delivered in accordance with their terms, the Delayed Delivery Contracts, if any, will be, valid and legally binding agreements of the Company...Rockwell International Corp • December 23rd, 1997 • Electronic components & accessories • New York
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
1 Exhibit 2.1 DISTRIBUTION AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATIONDistribution Agreement • October 10th, 1997 • Rockwell International Corp • Electronic components & accessories • New York
1 EXHIBIT 10-c-4 TO: In accordance with the Corporation's Directors Stock Plan, as amended, you have been granted today stock options to purchase 1,000 shares of the Corporation's Common Stock at a price per share of $ and on the other terms and...Stock Option Agreement • November 22nd, 2000 • Rockwell International Corp • Industrial instruments for measurement, display, and control
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”).
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 AGREEMENTTerms Agreement • January 26th, 1998 • Rockwell International Corp • Electronic components & accessories • New York
ii 4 TAX ALLOCATION AGREEMENTTax Allocation Agreement • July 11th, 2001 • Rockwell International Corp • Measuring & controlling devices, nec • New York
1 EXHIBIT 10-c-6 ROCKWELL INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT To: Pursuant to resolutions adopted September 1, 1999 by the Board of Directors (the "Board") of Rockwell International Corporation, a Delaware corporation (the...Rockwell International Corp • November 22nd, 2000 • Industrial instruments for measurement, display, and control • Delaware
Exhibit 4-d-3 ROCKWELL INTERNATIONAL CORPORATION 2000 LONG-TERM INCENTIVES PLAN RESTRICTED STOCK AGREEMENT To: [Grantee] In accordance with Section 4(c) of the 2000 Long-Term Incentives Plan (the Plan) of Rockwell International Corporation (Rockwell),...Rockwell International Corp • June 2nd, 2000 • Industrial instruments for measurement, display, and control • Delaware
Exhibit 10-b-11 AMENDMENT TO RESTRICTED STOCK AGREEMENT To: D. W. Decker Pursuant to a resolution adopted November 4, 1998 by the Board of Directors of Rockwell International Corporation, a Delaware corporation (the Corporation), the Restricted Stock...Restricted Stock Agreement • December 3rd, 1998 • Rockwell International Corp • Electronic components & accessories
i 3 "Foreign Currency"...................................6 "Funded Debt"........................................6 "Global Security"....................................7 "Holder" or "Securityholder".........................7...Rockwell International Corp • December 23rd, 1997 • Electronic components & accessories • New York
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”).
ContractRockwell Automation Inc • December 3rd, 2007 • Measuring & controlling devices, nec
Exhibit 1 Rockwell Automation, Inc. 5.65% Notes due December 1, 2017 6.25% Debentures due December 1, 2037 _____________ Underwriting Agreement November 28, 2007 Banc of America Securities LLC Goldman, Sachs & Co., UBS Securities LLC As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: 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 $250,000,000 principal amount of the Notes (the “Notes”) and an aggregate of $250,000,000 principal amount of the Debentures (the “Debentures”) of the Company specified above. The Notes and the Debentures (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
amongAgreement and Plan of Distribution • February 12th, 1997 • Rockwell International Corp • Electronic components & accessories • New York
Exhibit 2.3 TAX ALLOCATION AGREEMENTTax Allocation Agreement • January 12th, 1999 • Rockwell International Corp • Electronic components & accessories • New York
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
1 EXHIBIT 10.5 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
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.
1 Exhibit 10(d)7 ROCKWELL INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT To: Richard M. Bressler In accordance with Section 6 of the Directors Stock Plan, as amended, of Rockwell International Corporation (the Corporation) and your election...Rockwell International Corp • December 5th, 1997 • Electronic components & accessories • 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,...Agreement and Plan of Merger • 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.
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...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.
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.
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.
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 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.
andRights Agreement • November 27th, 1996 • New Rockwell International Corp • Electronic components & accessories • Delaware
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
1 Exhibit 10(c)8 ROCKWELL INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT To: D. W. DECKER In accordance with a determination of the Compensation and Management Development Committee (the Committee) of the Board of Directors of Rockwell...Rockwell International Corp • December 5th, 1997 • Electronic components & accessories • Delaware
ContractChange of Control Agreement agreement • November 15th, 2007 • Rockwell Automation Inc • Measuring & controlling devices, nec
Exhibit 99.1 CHANGE OF CONTROL AGREEMENT AGREEMENT by and between Rockwell Automation, Inc., a Delaware corporation (the “Company”), and Keith D. Nosbusch (the “Executive”), dated as of the 9th day of November, 2007. The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its shareowners to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ens
ROCKWELL INTERNATIONAL CORPORATION DEFERRED COMPENSATION PLAN TRUST AGREEMENTDeferred Compensation Plan Trust Agreement • April 14th, 2000 • Rockwell International Corp • Industrial instruments for measurement, display, and control • California
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.”
CONFORMED COPY POST-CLOSING COVENANTS AGREEMENT dated as of December 6, 1996,Closing Covenants Agreement • February 12th, 1997 • Rockwell International Corp • Electronic components & accessories • New York
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.
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
