EXHIBIT 10-a-4
ROCKWELL ▇▇▇▇▇▇▇, INC.
RESTRICTED STOCK AGREEMENT
To: [ ]
In accordance with the 2001 Long-Term Incentives Plan (the Plan) of
Rockwell ▇▇▇▇▇▇▇, Inc. (the Corporation), resolutions adopted at the [ ] meeting
of the Compensation and Management Development Committee (the "[ ] Resolutions")
and [ ], the Corporation has transferred to you as of [ ], [ ] shares of Common
Stock of the Corporation as restricted stock representing $[ ] of the annual
retainer as compensation for your service as non-executive Chairman of the Board
of Directors (the Board) of the Corporation for the period [ ] through [ ]. The
number of shares granted was calculated in accordance with the Plan by valuing
the shares at the closing price on the New York Stock Exchange -- Composite
Transactions (Closing Price) on [ ]. Additional shares shall be granted to you
as restricted stock pursuant to the Plan and the [ ] Resolutions on [ ], in lieu
of the quarterly fees otherwise payable to you on such date in respect of your
service on the Board, the number of shares whose value (based on the Closing
Price on such date) equals the amount of fees then otherwise payable to you.
In this Restricted Stock Agreement, the shares granted today and to be
granted on the future date set forth above are collectively called Restricted
Shares.
The Restricted Shares have been or will be granted to you upon the
following terms and conditions:
1. Earning of Restricted Shares
(a) If (i) you shall continue as a director of the Corporation until
you retire from the Board after attaining age 70 and having served
at least three years service as a director; or (ii) you shall
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, or (iii) a Change of
Control as defined in Article III, Section 13 (I)(1) of the
Corporation's By-Laws (or any successor provision) shall occur,
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 to them 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.
2. Retention of Certificates for Restricted Shares
Certificates for the Restricted Shares and any dividends or
distributions thereon or in respect thereof that may be paid in
additional shares of Common Stock, other securities of the Corporation
or securities of another entity (Stock Dividends) shall be delivered to
and held by the Corporation, or shall be registered in book entry form
subject to the Corporation's instructions, until you shall have earned
the Restricted Shares in accordance with the provisions of paragraph 1.
To facilitate implementation of the provisions of this Restricted Stock
Agreement, you undertake to sign and deposit with the Corporation's
Office of the Secretary (a) a Stock Transfer Power in the form of
Attachment 1 hereto with respect to the Restricted Shares and any Stock
Dividends thereon and (b) such other documents appropriate to
effectuate the purpose and intent of this Restricted Stock Agreement as
the Corporation may reasonably request from time to time.
3. Dividends and Voting Rights
Notwithstanding the retention by the Corporation of certificates (or
the right to give instructions with respect to shares held in book
entry form) for the Restricted Shares and any Stock Dividends, you
shall be entitled to receive any dividends that may be paid in cash on,
and to vote, the Restricted Shares and any Stock Dividends held by the
Corporation (or subject to its instructions) in accordance with
paragraph 2, unless and until such shares have been forfeited in
accordance with paragraph 5.
4. Delivery of Earned Restricted Shares
As promptly as practicable after you shall have been deemed to have
earned the Restricted Shares in accordance with paragraph 1, the
Corporation shall deliver to you (or in the event of your death, to
your estate or any person who acquires your interest in the Restricted
Shares by bequest or inheritance) the Restricted Shares, together with
any Stock Dividends then held by the Corporation (or subject to its
instructions).
5. Forfeiture of Unearned Restricted Shares
Notwithstanding any other provision of this Restricted Stock Agreement,
if at any time it shall become impossible for you to earn any of the
Restricted Shares in accordance with this Restricted Stock Agreement,
all the Restricted Shares, together with any Stock Dividends, then
being held by the Corporation (or subject to its instructions) in
accordance with paragraph 2 shall be forfeited, and you shall have no
further rights of any kind or nature with respect thereto. Upon any
such forfeiture, the Restricted Shares, together with any Stock
Dividends, shall be transferred to the Corporation.
6. Transferability
The Restricted Shares and any Stock Dividends shall be deliverable,
during your lifetime, only to you and, except as otherwise provided by
the Compensation and Management Development Committee, are not
assignable or transferable by you other than by will or by the laws of
descent and distribution.
7. Withholding
The Corporation shall have the right, in connection with the delivery
of the Restricted Shares and any Stock Dividends subject to this
Restricted Stock Agreement, (i) to deduct from any payment otherwise
due by the Corporation to you or any other person receiving delivery of
the Restricted Shares and any Stock Dividends an amount equal to any
taxes required to be withheld by law with respect to such delivery,
(ii) to require you or any other person receiving such delivery to pay
to it an amount sufficient to provide for any such taxes so required to
be withheld or (iii) to sell such number of the Restricted Shares and
any Stock Dividends as may be necessary so that the net proceeds of
such sale shall be an amount sufficient to provide for any such taxes
so required to be withheld.
8. Applicable Law
This Restricted Stock Agreement and the Corporation's obligation to
deliver Restricted Shares and any Stock Dividends hereunder shall be
governed by and construed and enforced in accordance with the laws of
Delaware and the Federal law of the United States.
ROCKWELL ▇▇▇▇▇▇▇, INC.
By:_________________________________________
Attachment 1 - Stock Transfer Power
Dated:
Agreed to as of the [ ] day of [ ]
______________________________________________________
[Name]
Address:
Social Security No.:
Attachment 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, [ ], hereby sell, assign and transfer unto
Rockwell ▇▇▇▇▇▇▇, Inc. (i) the [ ] shares (the Granted Shares) of the Common
Stock of Rockwell ▇▇▇▇▇▇▇, Inc. (the Corporation) standing in my name on the
books of the Corporation evidenced by book entry dated [ ], granted to me on
that date as Restricted Shares pursuant to the Corporation's 2001 Long-Term
Incentives Plan; and (ii) the additional shares (together with the Granted
Shares, the Shares) of the Common Stock of the Corporation to be granted to me
on [ ] as Restricted Shares pursuant to the Corporation's 2001 Long-Term
Incentives Plan, and to be registered in my name on the books of the Corporation
and evidenced by book entries dated those respective dates; and (iii) any
additional shares of the Corporation's Common Stock, other securities issued by
the Corporation or securities of another entity (Stock Dividends) distributed,
paid or payable on or in respect of the Shares and Stock Dividends during the
period the Shares and Stock Dividends are held by the Corporation pursuant to a
certain Restricted Stock Agreement dated [ ], with respect to the Shares; and I
do hereby irrevocably constitute and appoint
_______________________________________, attorney with full power of
substitution in the premises to transfer the Shares on the books of the
Corporation. Dated: [ ]
______________________________
(Signature)
WITNESS:
____________________________
