1
Exhibit 10(d)7
ROCKWELL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
To: Xxxxxxx X. Xxxxxxxx
In accordance with Section 6 of the Directors Stock Plan, as amended, of
Rockwell International Corporation (the Corporation) and your election pursuant
thereto dated December 5, 1996, 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.
These Restricted Shares have been granted to you today 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 of Directors (the Board) of the Corporation under
the Board's retirement policy; or (ii) you shall resign from the Board or
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, 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
thereto 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.
2
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 Rockwell.
6. Transferability
This grant is not transferable by you otherwise than by will or by the laws
of descent and distribution, and the Restricted Shares and any Stock
Dividends shall be deliverable, during your lifetime, only to you.
7. Investment Intent
By your acceptance of this Restricted Stock Agreement, you confirm that you
are acquiring the Restricted Shares for investment and not with a view to
their resale in a distribution within the meaning of the Securities Act of
1933.
8. 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
- 2 -
3
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.
9. 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 INTERNATIONAL CORPORATION
By: /s/ X.X. Xxxxxx, Xx.
-------------------------------------------
X. X. Xxxxxx, Xx.
Senior Vice President, General Counsel
and Secretary
Attachment 1 - Stock Transfer Power
Dated: February 5, 1997
Agreed to this 5th day of February, 1997
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx
Address: El Paso Natural Gas Company
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Social Security No.: ###-##-####
- 3 -
4
ATTACHMENT 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxxxxx X. Xxxxxxxx, hereby sell, assign and
transfer unto Rockwell International Corporation (i) the 400 shares (the Shares)
of the Common Stock of Rockwell International Corporation (the Corporation)
standing in my name on the books of the Corporation evidenced by book entry
dated February 5, 1997, granted to me on that date as Restricted Shares pursuant
to the Corporation's Directors Stock Plan, as amended, and (ii) 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 February 5, 1997, 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: February 5, 1997
------------------------------
(Signature)
WITNESS:
----------------------------
