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Exhibit 10-c-4
AMENDMENT TO RESTRICTED STOCK AGREEMENTS
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To: Xxxxxxx X. Xxxxxxxx
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 Agreements made as of February 5, 1997 (the
1997 Restricted Stock Agreement) and January 2, 1998 (together with the 1997
Restricted Stock Agreement, the Restricted Stock Agreements) between the
Corporation and you with respect to an aggregate of 1,784 shares of the
Corporation's Common Stock granted to you as restricted stock (the Restricted
Shares) and 133.333 shares of Common Stock of Meritor Automotive, Inc.
constituting Stock Dividends (as defined in the Restricted Stock Agreements) on
the 400 Restricted Shares covered by the 1997 Restricted Stock Agreement and any
future Stock Dividends 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 each of the Restricted Stock Agreements is amended
to read in its entirety as follows:
1. Earning of Restricted Shares
(a) If (i) you shall continue as a director of the Corporation
until December 31, 1998 and of Conexant Systems, Inc., a Delaware
corporation (Conexant), from the date of your election until you retire
from the Board of Directors of Conexant (Conexant's Board) under the
retirement policy of Conexant's Board; or (ii) you shall resign from
Conexant's Board or cease to be a director of Conexant by reason of the
antitrust laws, compliance with Conexant's conflict of interest
policies, death or disability; or (iii) a "change of control" (as
defined for purposes of Conexant's By-Laws on the effective date of the
distribution pro rata to the corporation's shareowners of all the
outstanding stock of Conexant); then you shall be deemed to have fully
earned all
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the Restricted Shares subject to this Restricted Stock Agreement.
(b) If you resign from Conexant's Board or cease to be a
director of Conexant 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 Conexant's Board of Directors shall
determine, in its sole discretion, that you have resigned from
Conexant's Board or ceased to be a director of Conexant by reason of
circumstances that the Conexant's Board determines not to be adverse to
the best interests of Conexant.
2. In all other respects the Restricted Stock Agreements shall remain
in full force and effect.
ROCKWELL INTERNATIONAL CORPORATION
BY /s/ XXXXXXX X. XXXXXX, XX.
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Senior Vice President
Dated: November 30, 1998
Accepted and Agreed to
as of November 30, 1998
/s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Address: 000 Xxxxx Xxxxxx - Xxxxx 0000
Xxxxxxx, XX 00000
Social Security No.:
