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Exhibit 10(c)8
ROCKWELL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
To: X. X. XXXXXX
In accordance with a determination of the Compensation and Management
Development Committee (the Committee) of the Board of Directors of Rockwell
International Corporation (the Corporation), 8,205 shares (Restricted Shares) of
Common Stock of Rockwell have been granted to you as Restricted Stock in payment
of the aggregate amount of $399,993.75 in respect of your payout for the
1995-1997 Performance Cycle for the Business Unit Long-Term Incentive Plan for
the Semiconductor Systems business established pursuant to the Corporation's
1995 Long-Term Incentives Plan (the 1995 Plan).
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 an employee of the Corporation until
the January 1 immediately following your attainment of age 62 or such later
age (not more than age 67) to which the Committee shall from time to time
have requested, prior to your attainment of age 62 (or such later age as to
which it shall have previously requested), that you remain in service as an
employee of the Corporation; 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 Article III, Section 13(I)(1) of the Corporation's By-Laws)
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 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 the Board of Directors or the
Committee shall determine, in its sole discretion, that your earlier
retirement from service with the Corporation is in the best interests of
the Corporation.
2. Retention of Certificates for Restricted Shares and Dividends
Certificates for the Restricted Shares and any dividends or distributions
thereon or in respect thereof (Dividends), whether in cash or otherwise
(including but not limited to additional shares of Common Stock, other
securities of the Corporation or securities of another entity, any such
shares or other securities being collectively referred to
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herein as Stock Dividends) shall be delivered to and held by the
Corporation, or shall be held 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 agreement, you undertake to sign
and deposit with the Corporation's Office of the Secretary (i) a Stock
Transfer Power in the form of ATTACHMENT 1 hereto with respect to the
Restricted Shares and any Stock Dividends thereon; (ii) a Dividend Order in
the form of ATTACHMENT 2 hereto with respect to Dividends (whether payable
in cash or as Stock Dividends), on the Restricted Shares; and (iii) such
other documents appropriate to effectuate the purpose and intent of this
agreement as the Corporation may reasonably request from time to time.
3. 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
vote the Restricted Shares and any Stock Dividends held by the Corporation
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 Dividends then held
by the Corporation (or subject to its instructions) and interest on the
amount of Dividends paid in cash as provided in Section 4(c) of the 1995
Plan.
5. Forfeiture of Unearned Restricted Shares and Dividends
Notwithstanding any other provision of this agreement, (a) if you shall
make an effective election pursuant to Section 83(b) of the Internal
Revenue Code, as amended, with respect to the Restricted Shares or any
Dividends; or (b) if at any time it shall become impossible for you to earn
any of the Restricted Shares in accordance with this agreement, all the
Restricted Shares, together with any 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 Dividends, shall be transferred to the
Corporation.
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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 Dividends
shall be deliverable, during your lifetime, only to you.
7. Withholding
The Corporation shall have the right, in connection with the delivery of
the Restricted Shares and any Dividends (and interest thereon) subject to
this 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 Dividends (and interest thereon) an amount equal to the
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 agreement and the Corporation's obligation to deliver Restricted
Shares and any Dividends (and interest thereon) 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/ J.R. Stone
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J. R. Stone
Senior Vice President, Organization & Human Resources
Attachment 1 - Stock Transfer Power
Attachment 2 - Dividend Order
Dated: December 3, 1997
Agreed to this 3rd day of December, 1997
/s/ X.X. Xxxxxx
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X. X. Xxxxxx
Address: 00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Social Security No.: ###-##-####
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ATTACHMENT 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxxxx X. Xxxxxx, hereby sell, assign and transfer
unto Rockwell International Corporation (i) the 8,205 shares (the Shares) of the
Common Stock of Rockwell International Corporation (Rockwell) standing in my
name on the books of Rockwell represented by Certificate No. ______________
herewith, granted to me on December 3, 1997, as Restricted Stock as deferred
payment of certain compensation earned during the Corporation's fiscal year
ended September 30, 1997, and (ii) any additional shares of Rockwell's Common
Stock, other securities issued by Rockwell 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
Rockwell pursuant to a certain Restricted Stock Agreement dated December 3, 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 Rockwell.
Dated: December 3, 1997
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(Signature)
WITNESS:
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(Signature)
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ATTACHMENT 2
Send To:
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D I V I D E N D O R D E R
Date:
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Until this order shall be revoked in writing by the undersigned with the written
consent of the Secretary or an Assistant Secretary of Rockwell International
Corporation, please comply with the following instructions with respect to the
payment of all dividends or other distributions on all shares of Common Stock of
Rockwell International Corporation:
REGISTERED AS FOLLOWS: Xxxxxx X. Xxxxxx
c/o Office of the Secretary (CM-72)
000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
Tax Identification No.: ###-##-####
Account Key:
DIVIDEND CHECKS and all rights, stock dividends, notices and other
communications (other than proxy statements and proxies) pertaining to the above
account are to be payable to and mailed as follows:
Office of the Secretary (CM-72) 000
Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx
Xxxx, XX 00000-0000
All proxy statements, proxies and related materials pertaining to the above
account are to be mailed to the undersigned at the following address:
Xxxxxx X. Xxxxxx
00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS:
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SIGNATURE(S) GUARANTEED:
ROCKWELL INTERNATIONAL CORPORATION
By:
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Assistant Secretary
