1
Exhibit 10-b-11
AMENDMENT TO RESTRICTED STOCK AGREEMENT
===================
To: X. X. Xxxxxx
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 Agreement made as of December 3, 1997 (the
Restricted Stock Agreement) between the Corporation and you with respect to
8,205 shares of the Corporation's Common Stock granted to you as restricted
stock (the Restricted Shares) and any Stock Dividends (as defined in the
Restricted Stock Agreements) on the Restricted Shares, are hereby amended,
subject to your acceptance of this Amendment, as follows:
1. Effective upon and subject to completion of 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, paragraph 1 of the Restricted Stock Agreement is amended to read in
its entirety as follows:
1. Earning of Restricted Shares
(a) If (i) you shall continue as an employee of the
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 January 1 immediately following your attainment of
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 service as an employee of Conexant; 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
Conexant's By-Laws as in effect on the effective date of the
Distribution)
2
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
completion of the Distribution or if your employment by Conexant
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 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 Stock Agreement shall remain in
full force and effect.
ROCKWELL INTERNATIONAL CORPORATION
BY /s/ XXXXXXX X. XXXXXX, XX.
--------------------------
Senior Vice President
Dated: November 30, 1998
Accepted and Agreed to
as of November 30, 1998
/s/ XXXXXX X. XXXXXX
--------------------
X. X. Xxxxxx
Address: 00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Social Security No.:
