Exhibit 10e-5
[TERMS AND CONDITIONS - NON-COMPETE, ISOS, PRIORITY]
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
1. Definitions
As used in these Stock Option Terms and Conditions, the following words
and phrases shall have the respective meanings ascribed to them below
unless the context in which any of them is used clearly indicates a
contrary meaning:
(a) CHANGE OF CONTROL: Change of Control shall have the same
meaning as such term has in the Plan.
(b) XXXXXXX XXXXXX: Xxxxxxx Xxxxxx & Co., Inc. the Stock Option
Administrator whom Rockwell Automation has engaged to
administer and process all Option exercises.
(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such
term is defined in the Plan).
(d) CUSTOMER SERVICE CENTER: Xxxxxxx Xxxxxx'x Customer Service
Center that is used to facilitate Option transactions. Contact
Xxxxxxx Xxxxxx at (000) 000-0000.
(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as
Exhibit 1 or any other form accepted by Xxxxxxx Xxxxxx in
connection with the use of already-owned shares to pay all or
part of the exercise price for the Option Shares to be
purchased on exercise of any of the Options.
(f) OPTIONS: The stock option or stock options listed in the first
paragraph of the letter dated October 1, 2001 to which these
Stock Option Terms and Conditions are attached and which
together with these Stock Option Terms and Conditions
constitute the Stock Option Agreement.
(g) OPTION SHARES: The shares of Rockwell Automation Common Stock
issuable or transferable on exercise of the Options.
(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as
such Plan may be amended and in effect at the relevant time.
(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a
Delaware corporation doing business as Rockwell Automation,
and any successor thereto.
(j) SCHWAB OPTIONCENTER(R): Xxxxxxx Xxxxxx'x stock option
management website which you can use to access your stock
option account and to facilitate stock option transactions
securely on the Web at xxx.xxxxxx.xxx/xxxxxxxxxxxx.
(k) SHARES: Shares of Rockwell Automation Common Stock.
(l) STOCK OPTION AGREEMENT: These Stock Option Terms and
Conditions together with the letter dated October 1, 2001 to
which they are attached.
2. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole
number of shares) and at one time or from time to time, as to one-third
(rounded to the nearest whole number) of the Option Shares granted as
nonqualified stock options (NQs) and incentive stock options (ISOs)
during the period beginning on October 1, 2002 and ending on October 1,
2011, as to an additional one-third (rounded to the nearest whole
number) of the Option Shares granted as NQs and ISOs during the period
beginning on October 1, 2003 and ending on October 1, 2011 and as to
the balance of the Option Shares granted as NQs and ISOs during the
period beginning on October 1, 2004 and ending on October 1, 2011, and
only during those periods, provided that:
(a) if you die while an Employee (as defined in the Plan), your
estate, or any person who acquires the Options by bequest or
inheritance, may exercise all the Options not theretofore
exercised within (and only within) the period beginning on
your date of death (even if you die before you have become
entitled to exercise all or any part of the Options) and
ending three years thereafter; and
(b) if your employment by the Corporation terminates other than by
death, then:
(i) if your retirement or other termination date is
before October 1, 2002, the Options shall lapse on
your retirement or other termination and may not be
exercised at any time;
(ii) if your employment by the Corporation is terminated
for cause, as determined by the Committee (as defined
in the Plan), the Options shall expire forthwith upon
your termination and may not be exercised thereafter;
(iii) if your employment by the Corporation terminates on
or after October 1, 2002 by reason of your retirement
under a retirement plan of Rockwell Automation, or
under a retirement plan of a subsidiary or affiliate
of Rockwell Automation, you (or if you die after your
retirement date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period starting on the date you would
otherwise have become entitled to exercise the part
of the Options so exercised and ending on the fifth
anniversary of your retirement date; or if you retire
prior to age 62, the earlier of (x) the fifth
anniversary of your retirement date or (y) such
earlier date as the Compensation and Management
Development Committee shall determine by action taken
not later than 60 days after your retirement date;
and
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(iv) if your employment by the Corporation terminates on
or after October 1, 2002 for any reason not specified
in subparagraph (a) or in clauses (ii) or (iii) of
this subparagraph (b), you (or if you die after your
termination date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period ending three months after your
termination date but only to the extent they were
exercisable on your termination date.
In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the
Options may be exercised.
Notwithstanding any other provision of this Agreement, if a Change of Control
shall occur, then all Options then outstanding pursuant to this Agreement shall
forthwith become fully exercisable whether or not then otherwise exercisable in
accordance with their terms.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options
by bequest or inheritance) must contact the Stock Option
Administrator, Xxxxxxx Xxxxxx, by using the Customer Service
Center or Schwab OptionCenter(R) as follows:
(i) contact the Customer Service Center by calling
000-000-0000, Monday through Friday 9 a.m. to 9 p.m.,
ET, or exercise via the Web through the Schwab
OptionCenter(R) at xxx.xxxxxx.xxx/xxxxxxxxxxxx;
(ii) confirm the Option transaction through the Customer
Service Center or Schwab OptionCenter(R);
(iii) at any time you may speak to a Customer Service
Representative for assistance by calling
000-000-0000;
(iv) full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may
be made:
- by check (wire) to your Xxxxxxx Xxxxxx
account; or
- in already-owned Shares; or
- in a combination of check (wire) to your
Xxxxxxx Xxxxxx account and Shares; or
- by authorizing Xxxxxxx Xxxxxx or a third
party approved by Rockwell Automation to
sell the Shares (or a sufficient portion of
the Shares) acquired upon exercise of the
Options; and
(v) in the case of an exercise of the Options by any
person other than you seeking to exercise the
Options, such documents as Xxxxxxx Xxxxxx or the
Secretary
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of Rockwell Automation shall require to establish to
their satisfaction that the person seeking to
exercise the Options is entitled to do so.
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by
check (wire), upon (A) completion of your transaction
by using the Customer Service Center or Schwab
OptionCenter(R) and full payment of the exercise
price and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein; and
(ii) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in Shares or in a
combination of Shares and check, upon (A) completion
of your transaction by using the Customer Service
Center or Schwab OptionCenter(R) and full payment of
the exercise price (as described in Section 3(d)(i)
herein) and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein.
(c) If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for
the Option Shares to be purchased on exercise of any of the
Options entirely by check, payment must be made by:
- delivering to Xxxxxxx Xxxxxx a check (wire) in the
full amount of the exercise price for those Option
Shares; or
- arranging with a stockbroker, bank or other financial
institution to deliver to Xxxxxxx Xxxxxx full
payment, by check or (if prior arrangements are made
with Xxxxxxx Xxxxxx) by wire transfer, of the
exercise price of those Option Shares.
In either event, in accordance with Section 3(e) herein, full
payment of the exercise price for the Option Shares purchased
must be made within three (3) business days after the exercise
has been completed through the Customer Service Center or
Schwab OptionCenter(R).
(d) (i) If you choose (or after your death, the person
entitled to exercise the Options chooses) to use
already-owned Shares to pay all or part of the
exercise price for the Option Shares to be purchased
on exercise of any of the Options, you (or after your
death, the person entitled to exercise the Options)
must deliver to Xxxxxxx Xxxxxx an Exercise Request
and Attestation Form and cash representing one share,
per grant exercised, of Rockwell Automation shares to
settle the rounding of the exercise costs. To perform
such a stock swap transaction or a partial swap
transaction, the Exercise Request and Attestation
Form must be submitted via fax (000-000-0000) by 4 PM
ET on the date of exercise. Any questions concerning
a stock swap transaction should be
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referred to 000-000-0000 (Stock Option Administration
Group Hotline). The Exercise Request and Attestation
Form must attest to your ownership of Shares
representing:
- at least the number of Shares whose value,
based on the closing price of Common Stock
of Rockwell Automation on the New York Stock
Exchange -- Composite Transactions on the
day you have exercised your Options through
the Customer Service Center or Schwab
OptionCenter(R) , equals the exercise price
for the Option Shares; or
- any lesser number of Shares you desire (or
after your death, the person entitled to
exercise the Options desires) to use to pay
the exercise price for those Option Shares
and a check in the amount of such exercise
price less the value of the Shares to which
you are attesting, based on the closing
price of Common Stock of Rockwell Automation
on the New York Stock Exchange -- Composite
Transactions on the day you have exercised
your Options through the Customer Service
Center or Schwab OptionCenter(R).
(ii) Xxxxxxx Xxxxxx will advise you (or any other person
who, being entitled to do so, exercises the Options)
of the exact number of Shares, valued in accordance
with Section 6(e) of the Plan at the closing price on
the New York Stock Exchange -- Composite Transactions
on the effective date of exercise under Section
3(b)(ii) herein, and any funds required to pay in
full the exercise price for the Option Shares
purchased. In accordance with Section 3(e) herein,
you (or such other person) must pay, by check, in
Shares or in a combination of check and Shares, any
balance required to pay in full the exercise price of
the Option Shares purchased within three (3) business
days following the effective date of such exercise of
the Options under Section 3(b)(ii) herein.
(iii) Notwithstanding any other provision of this Stock
Option Agreement, the Secretary of Rockwell
Automation may limit the number, frequency or volume
of successive exercises of any of the Options in
which payment is made, in whole or in part, by
delivery of Shares pursuant to this subparagraph (d)
to prevent unreasonable pyramiding of such exercises.
(e) An exercise completed through the Customer Service Center or
Schwab OptionCenter(R), whether or not full payment of the
exercise price for the Option Shares is received by Xxxxxxx
Xxxxxx, shall constitute a binding contractual obligation by
you (or the other person entitled to exercise the Options) to
proceed with and complete that exercise of the Options (but
only so long as you continue, or the other person entitled to
exercise the Options continues, to be entitled to exercise the
Options on that date). By your acceptance of this Stock Option
Agreement, you agree (for yourself and on behalf of any other
person who becomes entitled to exercise the Options) to
deliver or cause to be delivered to Xxxxxxx Xxxxxx any balance
of the exercise price for the Option Shares to be purchased
upon the exercise pursuant to the transaction conducted
through the Customer Service Center or Schwab OptionCenter(R)
required to pay in full the exercise price for those Option
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Shares, that payment being by check, wire transfer, in Shares
or in a combination of check and Shares, on or before the
third business day after the date on which you complete the
transaction through the Customer Service Center or Schwab
OptionCenter(R). If such payment is not made, you (for
yourself and on behalf of any other person who becomes
entitled to exercise the Options) authorize the Corporation,
in its discretion, to set off against salary payments or other
amounts due or which may become due you (or the other person
entitled to exercise the Options) any balance of the exercise
price for those Option Shares remaining unpaid thereafter.
(f) An Exercise Confirmation representing the number of Option
Shares purchased will be issued the third business day (trade
date plus three business days) (i) after Xxxxxxx Xxxxxx has
received full payment therefor or (ii) at Rockwell
Automation's or Xxxxxxx Xxxxxx'x election in their sole
discretion, after Rockwell Automation or Xxxxxxx Xxxxxx has
received (x) full payment of the exercise price of those
Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5 herein.
4. Transferability
The Options are not transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime, only you
are entitled to exercise the Options.
5. Withholding
Rockwell Automation or Xxxxxxx Xxxxxx shall have the right, in
connection with the exercise of the Options in whole or in part, to
deduct from any payment to be made by Rockwell Automation or Xxxxxxx
Xxxxxx under the Plan an amount equal to the taxes required to be
withheld by law with respect to such exercise or to require you (or any
other person entitled to exercise the Options) to pay to it an amount
sufficient to provide for any such taxes so required to be withheld. By
your acceptance of this Stock Option Agreement, you agree (for yourself
and on behalf of any other person who becomes entitled to exercise the
Options) that if Rockwell Automation or Xxxxxxx Xxxxxx elects to
require you (or such other person) to remit an amount sufficient to pay
such withholding taxes, you (or such other person) must remit that
amount within three (3) business days after the completion of the
Option exercise (Section 3(a)(ii) herein). If such payment is not made,
Rockwell Automation, in its discretion, shall have the same right of
set-off with respect to payment of the withholding taxes in connection
with the exercise of the Option as provided under Section 3(e) herein
with respect to payment of the exercise price.
6. Headings
The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.
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7. References
All references in these Stock Option Terms and Conditions to Sections,
paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock
Option Terms and Conditions unless otherwise specifically provided.
8. Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement
and understanding between Rockwell Automation and you with respect to
the Options, and there are no representations, promises, covenants,
agreements or understandings with respect to the Options other than
those expressly set forth in this Stock Option Agreement and the Plan.
9. Applicable Laws and Regulations
This Stock Option Agreement and Rockwell Automation's obligation to
issue Option Shares hereunder are subject to applicable laws and
regulations.
Exhibit 1 Exercise Request and Attestation Form (for use with
already-owned shares).
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2000 LONG-TERM INCENTIVES PLAN
FORM OF OPTION AGREEMENT
[EXISTING ARBITRATION AGREEMENT]
[Grant Date]
To:
Social Security/Account Number:
Dear Optionee:
We are pleased to notify you that you have been granted the following stock
options under the 2000 Long-Term Incentives Plan (the "Plan"):
Date of Grant Type of Grant Number of Shares Option Price
------------- ------------- ---------------- ------------
These stock options (the "Options") have been granted under and may be exercised
only upon the terms and conditions of this Stock Option Agreement, subject in
all respects to the provisions of the Plan, as it may be amended. The enclosed
Stock Option Terms and Conditions are incorporated in and are part of this Stock
Option Agreement.
All option holders must activate an account with Xxxxxxx Xxxxxx in order to
exercise their stock options. There is no cost to open or maintain this account.
Please note that if you fail to activate an account with Schwab, you will
experience unnecessary delays in the exercise of your options. Instructions for
opening your Schwab account are enclosed.
A copy of the Plan and Plan Prospectus are enclosed. Please carefully read the
enclosed documents and retain them for future reference.
ROCKWELL INTERNATIONAL CORPORATION
By:
2000 LONG-TERM INCENTIVES PLAN
FORM OF OPTION AGREEMENT
[NON-COMPETE, NEW ARBITRATION AGREEMENT]
[Grant Date]
To:
Social Security/Account Number:
Dear Optionee:
We are pleased to notify you that you have been granted the following stock
options under the 2000 Long-Term Incentives Plan (the "Plan"):
Date of Grant Type of Grant Number of Shares Option Price
------------- ------------- ---------------- ------------
These stock options (the "Options") have been granted under and may be exercised
only upon the terms and conditions of this Stock Option Agreement, subject in
all respects to the provisions of the Plan, as it may be amended. The terms and
conditions of the Options are substantially the same as options previously
granted. The enclosed Stock Option Terms and Conditions are incorporated in and
are part of this Stock Option Agreement.
All option holders must activate an account with Xxxxxxx Xxxxxx in order to
exercise their stock options. There is no cost to open or maintain this account.
Please note that if you fail to activate an account with Schwab, you will
experience unnecessary delays in the exercise of your options. Instructions for
opening your Xxxxxxx Xxxxxx account are enclosed.
In partial consideration for the grant of the Options to you, you undertake and
agree by your acceptance of this Stock Option Agreement that
(a) during your employment with the Corporation (as defined in the
Plan) and for two years after the date of your retirement or
other termination of such employment, you shall not (i) directly
or indirectly, except with the approval of the Corporation,
engage or otherwise participate in any business which is
competitive with any significant line of business of the
Corporation or any of its affiliates (otherwise than through
ownership of not more than 5% of the voting securities of any
such competitive business) or (ii) solicit or induce any employee
of the Corporation or any of its affiliates to leave his or her
employment with the Corporation or any of its affiliates to
accept employment or other engagement with any such competitive
business; and
(b) in the event that you breach this undertaking, in addition to any
and all other remedies the Corporation may have, (i) the
Corporation shall have the right to determine by written notice
to you that any of the Options then outstanding shall immediately
lapse and cease to be exercisable; and (ii) you agree to pay the
Corporation upon written demand the amount of the excess of the
Fair Market Value (as defined in the Plan) of any shares of the
Corporation's Common Stock you acquired upon exercise of any of
the Options (other than Options exercised more than two years
before the date of your retirement or other termination of
employment) over the exercise price for those Shares.
Page 2
If a Change of Control (as defined in the Plan) shall occur, however, the
foregoing provisions (a) and (b) shall immediately terminate as of, and shall
not limit your activities after, the date of such Change of Control.
This stock option grant is also subject to the condition that you sign and
return one copy of the Mutual Agreement to Arbitrate Claims to:
Rockwell Automation
Corporate Compensation (MW42)
000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
The Options will lapse and be of no effect if a copy of this Stock Option
Agreement and a copy of the Mutual Agreement to Arbitrate Claims, each properly
signed by you, are not received by the Corporate Compensation Department of
Rockwell Automation at the above address on or before DECEMBER 31, 2001, unless
Rockwell Automation (in its sole discretion) elects in writing to extend that
date.
A copy of the Plan and Plan Prospectus are enclosed. Please carefully read the
enclosed documents and retain them for future reference.
Agreed to: ROCKWELL INTERNATIONAL CORPORATION
Date:
--------------------------
------------------------------- By:
Employee Signature
[Social Security No.]
[TERMS AND CONDITIONS - INSIDER/ISOS]
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
1. Definitions
As used in these Stock Option Terms and Conditions, the following words
and phrases shall have the respective meanings ascribed to them below
unless the context in which any of them is used clearly indicates a
contrary meaning:
(a) CHANGE OF CONTROL: Change of Control shall have the same
meaning as such term has in the Plan.
(b) XXXXXXX XXXXXX: Xxxxxxx Xxxxxx & Co., Inc., the Stock Option
Administrator whom Rockwell Automation has engaged to
administer and process all Option exercises.
(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such
term is defined in the Plan).
(d) CUSTOMER SERVICE CENTER: Xxxxxxx Xxxxxx'x Customer Service
Center that is used to facilitate Option transactions. Contact
Xxxxxxx Xxxxxx at (000) 000-0000.
(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as
Exhibit 2 or any other form accepted by Xxxxxxx Xxxxxx in
connection with the use of already-owned shares to pay all or
part of the exercise price for the Option Shares to be
purchased on exercise of any of the Options.
(f) NOTICE OF EXERCISE FORM: The form attached as Exhibit 1 or any
other form accepted by the Secretary of Rockwell Automation in
his sole discretion.
(g) OPTIONS: The stock option or stock options listed in the first
paragraph of the letter dated October 1, 2001 to which these
Stock Option Terms and Conditions are attached and which
together with these Stock Option Terms and Conditions
constitute the Stock Option Agreement.
(h) OPTION SHARES: The shares of Rockwell Automation Common Stock
issuable or transferable on exercise of the Options.
(i) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as
such Plan may be amended and in effect at the relevant time.
(j) ROCKWELL AUTOMATION: Rockwell International Corporation, a
Delaware corporation doing business as Rockwell Automation,
and any successor thereto.
(k) SCHWAB OPTIONCENTER(R): Xxxxxxx Xxxxxx'x stock option
management website which you can use to access your stock
option account and to facilitate stock option transactions
securely on the Web at xxx.xxxxxx.xxx/xxxxxxxxxxxx.
(l) SHARES: Shares of Rockwell Automation Common Stock.
(m) STOCK OPTION AGREEMENT: These Stock Option Terms and
Conditions together with the letter dated October 1, 2001 to
which they are attached.
2. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole
number of shares) and at one time or from time to time, as to one-third
(rounded to the nearest whole number) of the Option Shares granted as
nonqualified stock options (NQs) and incentive stock options (ISOs)
during the period beginning on October 1, 2002 and ending on October 1,
2011, as to an additional one-third (rounded to the nearest whole
number) of the Option Shares granted as NQs and ISOs during the period
beginning on October 1, 2003 and ending on October 1, 2011 and as to
the balance of the Option Shares granted as NQs and ISOs during the
period beginning on October 1, 2004 and ending on October 1, 2011, and
only during those periods, provided that:
(a) if you die while an Employee (as defined in the Plan), your
estate, or any person who acquires the Options by bequest or
inheritance, may exercise all the Options not theretofore
exercised within (and only within) the period beginning on
your date of death (even if you die before you have become
entitled to exercise all or any part of the Options) and
ending three years thereafter; and
(b) if your employment by the Corporation terminates other than by
death, then:
(i) if your retirement or other termination date is
before October 1, 2002, the Options shall lapse on
your retirement or other termination and may not be
exercised at any time;
(ii) if your employment by the Corporation is terminated
for cause, as determined by the Committee (as defined
in the Plan), the Options shall expire forthwith upon
your termination and may not be exercised thereafter;
(iii) if your employment by the Corporation terminates on
or after October 1, 2002 by reason of your retirement
under a retirement plan of Rockwell Automation, or
under a retirement plan of a subsidiary or affiliate
of Rockwell Automation, you (or if you die after your
retirement date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period starting on the date you would
otherwise have become entitled to exercise the part
of the Options so exercised and ending on the fifth
anniversary of your retirement date; or if you retire
prior to age 62, the earlier of (x) the fifth
anniversary of
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your retirement date or (y) such earlier date as the
Committee shall determine by action taken not later
than 60 days after your retirement date; and
(iv) if your employment by the Corporation terminates on
or after October 1, 2002 for any reason not specified
in subparagraph (a) or in clauses (ii) or (iii) of
this subparagraph (b), you (or if you die after your
termination date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period ending three months after your
termination date but only to the extent they were
exercisable on your termination date.
In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the
Options may be exercised.
Notwithstanding any other provision of this Agreement, if a Change of Control
shall occur, then all Options then outstanding pursuant to this Agreement shall
forthwith become fully exercisable whether or not then otherwise exercisable in
accordance with their terms.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options
by bequest or inheritance) must first obtain authorization
from the Rockwell Automation's Office of the Secretary by
submitting a Notice of Exercise Form to Rockwell Automation's
Office of the Secretary (Attention: Stock Option
Administration; facsimile number (000) 000-0000) or by other
means acceptable to the Secretary of Rockwell Automation, and
then contact the Stock Option Administrator, Xxxxxxx Xxxxxx,
by using the Customer Service Center as follows:
(i) contact the Customer Service Center by calling
000-000-0000, Monday through Friday 9 a.m. to 9 p.m.,
ET, and follow the instructions provided;
(ii) confirm the Option transaction through the Customer
Service Center;
(iii) full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may
be made:
- by check (wire) to your Xxxxxxx Xxxxxx
account; or
- in already-owned Shares; or
- in a combination of check (wire) to your
Xxxxxxx Xxxxxx account and Shares; or
- by authorizing Xxxxxxx Xxxxxx or a third
party approved by Rockwell Automation to
sell the Shares (or a sufficient portion of
the Shares) acquired upon exercise of the
Options; and
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(iv) in the case of an exercise of the Options by any
person other than you seeking to exercise the
Options, such documents as Xxxxxxx Xxxxxx or the
Secretary of Rockwell Automation shall require to
establish to their satisfaction that the person
seeking to exercise the Options is entitled to do so.
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by
check (wire), upon (A) completion of your transaction
by using the Customer Service Center and full payment
of the exercise price and withholding taxes (if
applicable) are received by Xxxxxxx Xxxxxx within
three (3) business days following the exercise; and
(B) receipt of any documents required pursuant to
Section 3(a)(iv) herein; and
(ii) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in Shares or in a
combination of Shares and check, upon (A) completion
of your transaction by using the Customer Service
Center and full payment of the exercise price (as
described in Section 3(d)(i) herein) and withholding
taxes (if applicable) are received by Xxxxxxx Xxxxxx
within three (3) business days following the
exercise; and (ii) receipt of any documents required
pursuant to Section 3(a)(iv) herein.
(c) If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for
the Option Shares to be purchased on exercise of any of the
Options entirely by check, payment must be made by:
- delivering to Xxxxxxx Xxxxxx a check (wire) in the
full amount of the exercise price for those Option
Shares; or
- arranging with a stockbroker, bank or other financial
institution to deliver to Xxxxxxx Xxxxxx full
payment, by check or (if prior arrangements are made
with Xxxxxxx Xxxxxx) by wire transfer, of the
exercise price of those Option Shares.
In either event, in accordance with Section 3(e) herein, full
payment of the exercise price for the Option Shares purchased
must be made within three (3) business days after the exercise
has been completed through the Customer Service Center.
(d) (i) If you choose (or after your death, the person
entitled to exercise the Options chooses) to use
already-owned Shares to pay all or part of the
exercise price for the Option Shares to be purchased
on exercise of any of the Options, you (or after your
death, the person entitled to exercise the Options)
must deliver to Xxxxxxx Xxxxxx an Exercise Request
and Attestation Form and cash representing one share,
per grant exercised, of Rockwell Automation Shares to
settle the rounding of the exercise costs. To perform
such a stock swap transaction or a partial swap
transaction, the Exercise Request and Attestation
- 4 -
Form must be submitted via fax (000-000-0000) by 4 PM
ET on the date of exercise. Any questions concerning
a stock swap transaction should be referred to
000-000-0000 (Stock Option Administration Group
Hotline). The Exercise Request and Attestation Form
must attest to your ownership of Shares representing:
- at least the number of Shares whose value,
based on the closing price of Common Stock
of Rockwell Automation on the New York Stock
Exchange -- Composite Transactions on the
day you have exercised your Options through
the Customer Service Center, equals the
exercise price for the Option Shares; or
- any lesser number of Shares you desire (or
after your death, the person entitled to
exercise the Options desires) to use to pay
the exercise price for those Option Shares
and a check in the amount of such exercise
price less the value of the Shares to which
you are attesting, based on the closing
price of Common Stock of Rockwell Automation
on the New York Stock Exchange -- Composite
Transactions on the day you have exercised
your Options through the Customer Service
Center.
(ii) Xxxxxxx Xxxxxx will advise you (or any other person
who, being entitled to do so, exercises the Options)
of the exact number of Shares, valued in accordance
with Section 6(e) of the Plan at the closing price on
the New York Stock Exchange -- Composite Transactions
on the effective date of exercise under Section
3(b)(ii) herein, and any funds required to pay in
full the exercise price for the Option Shares
purchased. In accordance with Section 3(e) herein,
you (or such other person) must pay, by check, in
Shares or in a combination of check and Shares, any
balance required to pay in full the exercise price of
the Option Shares purchased within three (3) business
days following the effective date of such exercise of
the Options under Section 3(b)(ii) herein.
(iii) Notwithstanding any other provision of this Stock
Option Agreement, the Secretary of Rockwell
Automation may limit the number, frequency or volume
of successive exercises of any of the Options in
which payment is made, in whole or in part, by
delivery of Shares pursuant to this subparagraph (d)
to prevent unreasonable pyramiding of such exercises.
(e) An exercise completed through the Customer Service Center,
whether or not full payment of the exercise price for the
Option Shares is received by Xxxxxxx Xxxxxx, shall constitute
a binding contractual obligation by you (or the other person
entitled to exercise the Options) to proceed with and complete
that exercise of the Options (but only so long as you
continue, or the other person entitled to exercise the Options
continues, to be entitled to exercise the Options on that
date). By your acceptance of this Stock Option Agreement, you
agree (for yourself and on behalf of any other person who
becomes entitled to exercise the Options) to deliver or cause
to be delivered to Xxxxxxx Xxxxxx any balance of the exercise
price for the Option Shares to be purchased upon the exercise
pursuant to the transaction conducted through the
- 5 -
Customer Service Center required to pay in full the exercise
price for those Option Shares, that payment being by check,
wire transfer, in Shares or in a combination of check and
Shares, on or before the third business day after the date on
which you complete the transaction through the Customer
Service Center. If such payment is not made, you (for yourself
and on behalf of any other person who becomes entitled to
exercise the Options) authorize the Corporation, in its
discretion, to set off against salary payments or other
amounts due or which may become due you (or the other person
entitled to exercise the Options) any balance of the exercise
price for those Option Shares remaining unpaid thereafter.
(f) An Exercise Confirmation representing the number of Option
Shares purchased will be issued the third business day (trade
date plus three business days) (i) after Xxxxxxx Xxxxxx has
received full payment therefor or (ii) at Rockwell
Automation's or Xxxxxxx Xxxxxx'x election in their sole
discretion, after Rockwell Automation or Xxxxxxx Xxxxxx has
received (x) full payment of the exercise price of those
Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5 herein.
4. Transferability
The Options are not transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime, only you
are entitled to exercise the Options.
5. Withholding
Rockwell Automation or Xxxxxxx Xxxxxx shall have the right, in
connection with the exercise of the Options in whole or in part, to
deduct from any payment to be made by Rockwell Automation or Xxxxxxx
Xxxxxx under the Plan an amount equal to the taxes required to be
withheld by law with respect to such exercise or to require you (or any
other person entitled to exercise the Options) to pay to it an amount
sufficient to provide for any such taxes so required to be withheld. By
your acceptance of this Stock Option Agreement, you agree (for yourself
and on behalf of any other person who becomes entitled to exercise the
Options) that if Rockwell Automation or Xxxxxxx Xxxxxx elects to
require you (or such other person) to remit an amount sufficient to pay
such withholding taxes, you (or such other person) must remit that
amount within three (3) business days after the completion of the
Option exercise (Section 3(a)(ii) herein). If such payment is not made,
Rockwell Automation, in its discretion, shall have the same right of
set-off with respect to payment of the withholding taxes in connection
with the exercise of the Option as provided under Section 3(e) herein
with respect to payment of the exercise price.
6. Headings
The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.
- 6 -
7. References
All references in these Stock Option Terms and Conditions to Sections,
paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock
Option Terms and Conditions unless otherwise specifically provided.
8. Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement
and understanding between Rockwell Automation and you with respect to
the Options, and there are no representations, promises, covenants,
agreements or understandings with respect to the Options other than
those expressly set forth in this Stock Option Agreement and the Plan.
9. Applicable Laws and Regulations
This Stock Option Agreement and Rockwell Automation's obligation to
issue Option Shares hereunder are subject to applicable laws and
regulations.
Exhibit 1 Notice of Exercise Form
Exhibit 2 Exercise Request and Attestation Form
(for use with already-owned shares)
- 7 -
NOTICE OF EXERCISE FORM
FOR CORPORATE OFFICERS
EXHIBIT 1
To: Rockwell Automation
Office of the Secretary (MW31)
000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Fax No. (000) 000-0000
1. OPTIONS EXERCISED: Subject to the terms and conditions of the Stock
Option Agreement dated October 1, 2001, with Rockwell International Corporation
(Rockwell Automation) thereunder, I hereby exercise the following stock
option(s):
Date of Number of Exercise Total
Grant Shares Price Purchase Price
------- --------- $ $
------- --------- $ $
------- --------- $ $
2. PAYMENT: The following must be received by Xxxxxxx Xxxxxx & Co, Inc.
(Xxxxxxx Xxxxxx) within three business days following the date of exercise:
- A check payable to Rockwell International Employee Stock
Option Program or a wire transfer to Xxxxxxx Xxxxxx for credit
to the Rockwell International Employee Stock Option Program in
the amount of the Total Purchase Price of the above-itemized
stock option(s); OR
- A number of shares of Rockwell Automation Common Stock
surrendered or sold to pay the Total Purchase Price of the
above-itemized stock option(s); OR
- A combination of (i) a check payable to Rockwell International
Employee Stock Option Program or a wire transfer to Xxxxxxx
Xxxxxx for credit to the Rockwell International Employee Stock
Option Program, and (ii) a number of Shares surrendered or
sold, which together amount to the Total Purchase Price of the
Above-itemized stock option(s).
- 8 -
Notice of Exercise Form
For Officers and Directors Only
Page 2
If full payment of the Total Purchase Price of the stock option(s)
listed in Item 1 is not delivered within three (3) business days after the
exercise date, Rockwell Automation is authorized forthwith to set off the
balance due against any amounts due or which may become due me to satisfy my
obligation to pay the Total Purchase Price.
THIS STOCK OPTION EXERCISE MAY NOT BE REVOKED OR CHANGED AFTER DELIVERY OF THIS
FORM, PROPERLY COMPLETED, DATED AND SIGNED, TO THE CORPORATION WHETHER OR NOT
PAYMENT ACCOMPANIES THIS FORM AND WHETHER THIS FORM IS DATED BEFORE, ON OR AFTER
THE DATE OF SUCH RECEIPT.
-----------------------------------------------------
(Signature)
Printed Name
-----------------------------------------
Dated:
-----------------------------------------------
- 9 -
[TERMS AND CONDITIONS - NON-COMPETE, ISOS, NONPRIORITY]
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
1. Definitions
As used in these Stock Option Terms and Conditions, the following words
and phrases shall have the respective meanings ascribed to them below unless the
context in which any of them is used clearly indicates a contrary meaning:
(a) CHANGE OF CONTROL: Change of Control shall have the same
meaning as such term has in the Plan.
(b) XXXXXXX XXXXXX: Xxxxxxx Xxxxxx & Co., Inc. the Stock Option
Administrator whom Rockwell Automation has engaged to
administer and process all Option exercises.
(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such
term is defined in the Plan).
(d) CUSTOMER SERVICE CENTER: Xxxxxxx Xxxxxx'x Customer Service
Center that is used to facilitate Option transactions. Contact
Xxxxxxx Xxxxxx at (000) 000-0000.
(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as
Exhibit 1 or any other form accepted by Xxxxxxx Xxxxxx in
connection with the use of already-owned shares to pay all or
part of the exercise price for the Option Shares to be
purchased on exercise of any of the Options.
(f) OPTIONS: The stock option or stock options listed in the first
paragraph of the letter dated October 1, 2001 to which these
Stock Option Terms and Conditions are attached and which
together with these Stock Option Terms and Conditions
constitute the Stock Option Agreement.
(g) OPTION SHARES: The shares of Rockwell Automation Common Stock
issuable or transferable on exercise of the Options.
(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as
such Plan may be amended and in effect at the relevant time.
(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a
Delaware corporation doing business as Rockwell Automation,
and any successor thereto.
(j) SCHWAB OPTIONCENTER(R): Xxxxxxx Xxxxxx'x stock option
management website which you can use to access your stock
option account and to facilitate stock option transactions
securely on the Web at xxx.xxxxxx.xxx/xxxxxxxxxxxx.
(k) SHARES: Shares of Rockwell Automation Common Stock.
(l) STOCK OPTION AGREEMENT: These Stock Option Terms and
Conditions together with the letter dated October 1, 2001 to
which they are attached.
2. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole
number of shares) and at one time or from time to time, as to one-third
(rounded to the nearest whole number) of the Option Shares granted as
nonqualified stock options (NQs) and incentive stock options (ISOs)
during the period beginning on October 1, 2002 and ending on October 1,
2011, as to an additional one-third (rounded to the nearest whole
number) of the Option Shares granted as NQs and ISOs during the period
beginning on October 1, 2003 and ending on October 1, 2011 and as to
the balance of the Option Shares granted as NQs and ISOs during the
period beginning on October 1, 2004 and ending on October 1, 2011, and
only during those periods, provided that:
(a) if you die while an Employee (as defined in the Plan), your
estate, or any person who acquires the Options by bequest or
inheritance, may exercise all the Options not theretofore
exercised within (and only within) the period beginning on
your date of death (even if you die before you have become
entitled to exercise all or any part of the Options) and
ending three years thereafter; and
(b) if your employment by the Corporation terminates other than by
death, then:
(i) if your retirement or other termination date is
before October 1, 2002, the Options shall lapse on
your retirement or other termination and may not be
exercised at any time;
(ii) if your employment by the Corporation is terminated
for cause, as determined by the Committee (as defined
in the Plan), the Options shall expire forthwith upon
your termination and may not be exercised thereafter;
(iii) if your employment by the Corporation terminates on
or after October 1, 2002 by reason of your retirement
under a retirement plan of Rockwell Automation, or
under a retirement plan of a subsidiary or affiliate
of Rockwell Automation, you (or if you die after your
retirement date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period starting on the date you would
otherwise have become entitled to exercise the part
of the Options so exercised and ending on the fifth
anniversary of your retirement date; or if you retire
prior to age 62, the earlier of (x) the fifth
anniversary of your retirement date or (y) such
earlier date as the Compensation and Management
Development Committee shall determine by action taken
not later than 60 days after your retirement date;
and
- 2 -
(iv) if your employment by the Corporation terminates on
or after October 1, 2002 for any reason not specified
in subparagraph (a) or in clauses (ii) or (iii) of
this subparagraph (b), you (or if you die after your
termination date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period ending three months after your
termination date but only to the extent they were
exercisable on your termination date.
In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the
Options may be exercised.
Notwithstanding any other provision of this Agreement, if a Change of Control
shall occur, then all Options then outstanding pursuant to this Agreement shall
forthwith become fully exercisable whether or not then otherwise exercisable in
accordance with their terms.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options
by bequest or inheritance) must contact the Stock Option
Administrator, Xxxxxxx Xxxxxx, by using the Customer Service
Center or Schwab OptionCenter(R) as follows:
(i) contact the Customer Service Center by calling
000-000-0000, Monday through Friday 9 a.m. to 9 p.m.,
ET, or exercise via the Web through the Schwab
OptionCenter(R) at xxx.xxxxxx.xxx/xxxxxxxxxxxx;
(ii) confirm the Option transaction through the Customer
Service Center or Schwab OptionCenter(R);
(iii) at any time you may speak to a Customer Service
Representative for assistance by calling
000-000-0000;
(iv) full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may
be made:
- by check (wire) to your Xxxxxxx Xxxxxx
account; or
- in already-owned Shares; or
- in a combination of check (wire) to your
Xxxxxxx Xxxxxx account and Shares; or
- by authorizing Xxxxxxx Xxxxxx or a third
party approved by Rockwell Automation to
sell the Shares (or a sufficient portion of
the Shares) acquired upon exercise of the
Options; and
(v) in the case of an exercise of the Options by any
person other than you seeking to exercise the
Options, such documents as Xxxxxxx Xxxxxx or the
Secretary
- 3 -
of Rockwell Automation shall require to establish to
their satisfaction that the person seeking to
exercise the Options is entitled to do so.
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by
check (wire), upon (A) completion of your transaction
by using the Customer Service Center or Schwab
OptionCenter(R) and full payment of the exercise
price and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein; and
(ii) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in Shares or in a
combination of Shares and check, upon (A) completion
of your transaction by using the Customer Service
Center or Schwab OptionCenter(R) and full payment of
the exercise price (as described in Section 3(d)(i)
herein) and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein.
(c) If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for
the Option Shares to be purchased on exercise of any of the
Options entirely by check, payment must be made by:
- delivering to Xxxxxxx Xxxxxx a check (wire)
in the full amount of the exercise price for
those Option Shares; or
- arranging with a stockbroker, bank or other
financial institution to deliver to Xxxxxxx
Xxxxxx full payment, by check or (if prior
arrangements are made with Xxxxxxx Xxxxxx)
by wire transfer, of the exercise price of
those Option Shares.
In either event, in accordance with Section 3(e) herein, full
payment of the exercise price for the Option Shares purchased
must be made within three (3) business days after the exercise
has been completed through the Customer Service Center or
Schwab OptionCenter(R).
(d) (i) If you choose (or after your death, the person
entitled to exercise the Options chooses) to use
already-owned Shares to pay all or part of the
exercise price for the Option Shares to be purchased
on exercise of any of the Options, you (or after your
death, the person entitled to exercise the Options)
must deliver to Xxxxxxx Xxxxxx an Exercise Request
and Attestation Form and cash representing one share,
per grant exercised, of Rockwell Automation shares to
settle the rounding of the exercise costs. To perform
such a stock swap transaction or a partial swap
transaction, the Exercise Request and Attestation
Form must be submitted via fax (000-000-0000) by 4 PM
ET on the date of exercise. Any questions concerning
a stock swap transaction should be
- 4 -
referred to 000-000-0000 (Stock Option Administration
Group Hotline). The Exercise Request and Attestation
Form must attest to your ownership of Shares
representing:
- at least the number of Shares whose value,
based on the closing price of Common Stock
of Rockwell Automation on the New York Stock
Exchange -- Composite Transactions on the
day you have exercised your Options through
the Customer Service Center or Schwab
OptionCenter(R) , equals the exercise price
for the Option Shares; or
- any lesser number of Shares you desire (or
after your death, the person entitled to
exercise the Options desires) to use to pay
the exercise price for those Option Shares
and a check in the amount of such exercise
price less the value of the Shares to which
you are attesting, based on the closing
price of Common Stock of Rockwell Automation
on the New York Stock Exchange -- Composite
Transactions on the day you have exercised
your Options through the Customer Service
Center or Schwab OptionCenter(R).
(ii) Xxxxxxx Xxxxxx will advise you (or any other person
who, being entitled to do so, exercises the Options)
of the exact number of Shares, valued in accordance
with Section 6(e) of the Plan at the closing price on
the New York Stock Exchange -- Composite Transactions
on the effective date of exercise under Section
3(b)(ii) herein, and any funds required to pay in
full the exercise price for the Option Shares
purchased. In accordance with Section 3(e) herein,
you (or such other person) must pay, by check, in
Shares or in a combination of check and Shares, any
balance required to pay in full the exercise price of
the Option Shares purchased within three (3) business
days following the effective date of such exercise of
the Options under Section 3(b)(ii) herein.
(iii) Notwithstanding any other provision of this Stock
Option Agreement, the Secretary of Rockwell
Automation may limit the number, frequency or volume
of successive exercises of any of the Options in
which payment is made, in whole or in part, by
delivery of Shares pursuant to this subparagraph (d)
to prevent unreasonable pyramiding of such exercises.
(e) An exercise completed through the Customer Service Center or
Schwab OptionCenter(R), whether or not full payment of the
exercise price for the Option Shares is received by Xxxxxxx
Xxxxxx, shall constitute a binding contractual obligation by
you (or the other person entitled to exercise the Options) to
proceed with and complete that exercise of the Options (but
only so long as you continue, or the other person entitled to
exercise the Options continues, to be entitled to exercise the
Options on that date). By your acceptance of this Stock Option
Agreement, you agree (for yourself and on behalf of any other
person who becomes entitled to exercise the Options) to
deliver or cause to be delivered to Xxxxxxx Xxxxxx any balance
of the exercise price for the Option Shares to be purchased
upon the exercise pursuant to the transaction conducted
through the Customer Service Center or Schwab OptionCenter(R)
required to pay in full the exercise price for those Option
- 5 -
Shares, that payment being by check, wire transfer, in Shares
or in a combination of check and Shares, on or before the
third business day after the date on which you complete the
transaction through the Customer Service Center or Schwab
OptionCenter(R). If such payment is not made, you (for
yourself and on behalf of any other person who becomes
entitled to exercise the Options) authorize the Corporation,
in its discretion, to set off against salary payments or other
amounts due or which may become due you (or the other person
entitled to exercise the Options) any balance of the exercise
price for those Option Shares remaining unpaid thereafter.
(f) An Exercise Confirmation representing the number of Option
Shares purchased will be issued the third business day (trade
date plus three business days) (i) after Xxxxxxx Xxxxxx has
received full payment therefor or (ii) at Rockwell
Automation's or Xxxxxxx Xxxxxx'x election in their sole
discretion, after Rockwell Automation or Xxxxxxx Xxxxxx has
received (x) full payment of the exercise price of those
Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5 herein.
4. Transferability
The Options are not transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime, only you
are entitled to exercise the Options.
5. Withholding
Rockwell Automation or Xxxxxxx Xxxxxx shall have the right, in
connection with the exercise of the Options in whole or in part, to
deduct from any payment to be made by Rockwell Automation or Xxxxxxx
Xxxxxx under the Plan an amount equal to the taxes required to be
withheld by law with respect to such exercise or to require you (or any
other person entitled to exercise the Options) to pay to it an amount
sufficient to provide for any such taxes so required to be withheld. By
your acceptance of this Stock Option Agreement, you agree (for yourself
and on behalf of any other person who becomes entitled to exercise the
Options) that if Rockwell Automation or Xxxxxxx Xxxxxx elects to
require you (or such other person) to remit an amount sufficient to pay
such withholding taxes, you (or such other person) must remit that
amount within three (3) business days after the completion of the
Option exercise (Section 3(a)(ii) herein). If such payment is not made,
Rockwell Automation, in its discretion, shall have the same right of
set-off with respect to payment of the withholding taxes in connection
with the exercise of the Option as provided under Section 3(e) herein
with respect to payment of the exercise price.
6. Headings
The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.
- 6 -
7. References
All references in these Stock Option Terms and Conditions to Sections,
paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock
Option Terms and Conditions unless otherwise specifically provided.
8. Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement
and understanding between Rockwell Automation and you with respect to
the Options, and there are no representations, promises, covenants,
agreements or understandings with respect to the Options other than
those expressly set forth in this Stock Option Agreement and the Plan.
9. Applicable Laws and Regulations
This Stock Option Agreement and Rockwell Automation's obligation to
issue Option Shares hereunder are subject to applicable laws and
regulations.
Exhibit 1 Exercise Request and Attestation Form (for use with
already-owned shares).
- 7 -
2000 LONG-TERM INCENTIVES PLAN
FORM OF OPTION AGREEMENT
[NEW ARBITRATION AGREEMENT]
[Grant Date]
To:
Social Security/Account Number:
Dear Optionee:
We are pleased to notify you that you have been granted the following stock
options under the 2000 Long-Term Incentives Plan (the "Plan"):
Date of Grant Type of Grant Number of Shares Option Price
------------- ------------- ---------------- ------------
These stock options (the "Options") have been granted under and may be exercised
only upon the terms and conditions of this Stock Option Agreement, subject in
all respects to the provisions of the Plan, as it may be amended. The enclosed
Stock Option Terms and Conditions are incorporated in and are part of this Stock
Option Agreement.
All option holders must activate an account with Xxxxxxx Xxxxxx in order to
exercise their stock options. There is no cost to open or maintain this account.
Please note that if you fail to activate an account with Schwab, you will
experience unnecessary delays in the exercise of your options. Instructions for
opening your Schwab account are enclosed.
This stock option grant is also subject to the condition that you sign and
return one copy of the Mutual Agreement to Arbitrate Claims to:
Rockwell Automation
Corporate Compensation (MW42)
000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
These stock option(s) will be of no effect if the copy of the Mutual Agreement
to Arbitrate Claims, properly signed by you, is not received by the Corporate
Compensation Department of Rockwell Automation on or before DECEMBER 31, 2001,
unless Rockwell Automation (in its sole discretion) elects in writing to extend
that date.
A copy of the Plan and Plan Prospectus are enclosed. Please carefully read the
enclosed documents and retain them for future reference.
ROCKWELL INTERNATIONAL CORPORATION
By:
--------------------------------
[TERMS AND CONDITIONS - STANDARD, NQ]
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
1. Definitions
As used in these Stock Option Terms and Conditions, the following words
and phrases shall have the respective meanings ascribed to them below
unless the context in which any of them is used clearly indicates a
contrary meaning:
(a) CHANGE OF CONTROL: Change of Control shall have the same
meaning as such term has in the Plan.
(b) XXXXXXX XXXXXX: Xxxxxxx Xxxxxx & Co., Inc. the Stock Option
Administrator whom Rockwell Automation has engaged to
administer and process all Option exercises.
(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such
term is defined in the Plan).
(d) CUSTOMER SERVICE CENTER: Xxxxxxx Xxxxxx'x Customer Service
Center that is used to facilitate Option transactions. Contact
Xxxxxxx Xxxxxx at (000) 000-0000.
(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as
Exhibit 1 or any other form accepted by Xxxxxxx Xxxxxx in
connection with the use of already-owned shares to pay all or
part of the exercise price for the Option Shares to be
purchased on exercise of any of the Options.
(f) OPTIONS: The stock option or stock options listed in the first
paragraph of the letter dated October 1, 2001 to which these
Stock Option Terms and Conditions are attached and which
together with these Stock Option Terms and Conditions
constitute the Stock Option Agreement.
(g) OPTION SHARES: The shares of Rockwell Automation Common Stock
issuable or transferable on exercise of the Options.
(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as
such Plan may be amended and in effect at the relevant time.
(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a
Delaware corporation doing business as Rockwell Automation,
and any successor thereto.
(j) SCHWAB OPTIONCENTER(R): Xxxxxxx Xxxxxx'x stock option
management website which you can use to access your stock
option account and to facilitate stock option transactions
securely on the Web at xxx.xxxxxx.xxx/xxxxxxxxxxxx.
(k) SHARES: Shares of Rockwell Automation Common Stock.
(l) STOCK OPTION AGREEMENT: These Stock Option Terms and
Conditions together with the letter dated October 1, 2001 to
which they are attached.
2. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole
number of shares) and at one time or from time to time, as to one-third
(rounded to the nearest whole number) of the Option Shares during the
period beginning on October 1, 2002 and ending on October 1, 2011, as
to an additional one-third (rounded to the nearest whole number) of the
Option Shares during the period beginning on October 1, 2003 and ending
on October 1, 2011 and as to the balance of the Option Shares during
the period beginning on October 1, 2004 and ending on October 1, 2011,
and only during those periods, provided that:
(a) if you die while an Employee (as defined in the Plan), your
estate, or any person who acquires the Options by bequest or
inheritance, may exercise all the Options not theretofore
exercised within (and only within) the period beginning on
your date of death (even if you die before you have become
entitled to exercise all or any part of the Options) and
ending three years thereafter; and
(b) if your employment by the Corporation terminates other than by
death, then:
(i) if your retirement or other termination date is
before October 1, 2002, the Options shall lapse on
your retirement or other termination and may not be
exercised at any time;
(ii) if your employment by the Corporation is terminated
for cause, as determined by the Committee (as defined
in the Plan), the Options shall expire forthwith upon
your termination and may not be exercised thereafter;
(iii) if your employment by the Corporation terminates on
or after October 1, 2002 by reason of your retirement
under a retirement plan of Rockwell Automation, or
under a retirement plan of a subsidiary or affiliate
of Rockwell Automation, you (or if you die after your
retirement date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period starting on the date you would
otherwise have become entitled to exercise the part
of the Options so exercised and ending on the fifth
anniversary of your retirement date; or if you retire
prior to age 62, the earlier of (x) the fifth
anniversary of your retirement date or (y) such
earlier date as the Compensation and Management
Development Committee shall determine by action taken
not later than 60 days after your retirement date;
and
- 2 -
(iv) if your employment by the Corporation terminates on
or after October 1, 2002 for any reason not specified
in subparagraph (a) or in clauses (ii) or (iii) of
this subparagraph (b), you (or if you die after your
termination date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period ending three months after your
termination date but only to the extent they were
exercisable on your termination date.
In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the
Options may be exercised.
Notwithstanding any other provision of this Agreement, if a Change of Control
shall occur, then all Options then outstanding pursuant to this Agreement shall
forthwith become fully exercisable whether or not then otherwise exercisable in
accordance with their terms.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options
by bequest or inheritance) must contact the Stock Option
Administrator, Xxxxxxx Xxxxxx, by using the Customer Service
Center or Schwab OptionCenter(R) as follows:
(i) contact the Customer Service Center by calling
000-000-0000, Monday through Friday 9 a.m. to 9 p.m.,
ET, or exercise via the Web through the Schwab
OptionCenter(R) at xxx.xxxxxx.xxx/xxxxxxxxxxxx;
(ii) confirm the Option transaction through the Customer
Service Center or Schwab OptionCenter(R);
(iii) at any time you may speak to a Customer Service
Representative for assistance by calling
000-000-0000;
(iv) full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may
be made:
- by check (wire) to your Xxxxxxx Xxxxxx
account; or
- in already-owned Shares; or
- in a combination of check (wire) to your
Xxxxxxx Xxxxxx account and Shares; or
- by authorizing Xxxxxxx Xxxxxx or a third
party approved by Rockwell Automation to
sell the Shares (or a sufficient portion of
the Shares) acquired upon exercise of the
Options; and
(v) in the case of an exercise of the Options by any
person other than you seeking to exercise the
Options, such documents as Xxxxxxx Xxxxxx or the
Secretary of Rockwell Automation shall require to
establish to their satisfaction that the person
seeking to exercise the Options is entitled to do so.
- 3 -
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by
check (wire), upon (A) completion of your transaction
by using the Customer Service Center or Schwab
OptionCenter(R) and full payment of the exercise
price and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein; and
(ii) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in Shares or in a
combination of Shares and check, upon (A) completion
of your transaction by using the Customer Service
Center or Schwab OptionCenter(R) and full payment of
the exercise price (as described in Section 3(d)(i)
herein) and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein.
(c) If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for
the Option Shares to be purchased on exercise of any of the
Options entirely by check, payment must be made by:
- delivering to Xxxxxxx Xxxxxx a check (wire)
in the full amount of the exercise price for
those Option Shares; or
- arranging with a stockbroker, bank or other
financial institution to deliver to Xxxxxxx
Xxxxxx full payment, by check or (if prior
arrangements are made with Xxxxxxx Xxxxxx)
by wire transfer, of the exercise price of
those Option Shares.
In either event, in accordance with Section 3(e) herein, full
payment of the exercise price for the Option Shares purchased
must be made within three (3) business days after the exercise
has been completed through the Customer Service Center or
Schwab OptionCenter(R).
(d) (i) If you choose (or after your death, the person
entitled to exercise the Options chooses) to use
already-owned Shares to pay all or part of the
exercise price for the Option Shares to be purchased
on exercise of any of the Options, you (or after your
death, the person entitled to exercise the Options)
must deliver to Xxxxxxx Xxxxxx an Exercise Request
and Attestation Form and cash representing one share,
per grant exercised, of Rockwell Automation shares to
settle the rounding of the exercise costs. To perform
such a stock swap transaction or a partial swap
transaction, the Exercise Request and Attestation
Form must be submitted via fax (000-000-0000) by 4 PM
ET on the date of exercise. Any questions concerning
a stock swap transaction should be referred to
000-000-0000 (Stock Option Administration Group
Hotline). The
- 4 -
Exercise Request and Attestation Form must attest to
your ownership of Shares representing:
- at least the number of Shares whose value,
based on the closing price of Common Stock
of Rockwell Automation on the New York Stock
Exchange -- Composite Transactions on the
day you have exercised your Options through
the Customer Service Center or Schwab
OptionCenter(R) , equals the exercise price
for the Option Shares; or
- any lesser number of Shares you desire (or
after your death, the person entitled to
exercise the Options desires) to use to pay
the exercise price for those Option Shares
and a check in the amount of such exercise
price less the value of the Shares to which
you are attesting, based on the closing
price of Common Stock of Rockwell Automation
on the New York Stock Exchange -- Composite
Transactions on the day you have exercised
your Options through the Customer Service
Center or Schwab OptionCenter(R).
(ii) Xxxxxxx Xxxxxx will advise you (or any other person
who, being entitled to do so, exercises the Options)
of the exact number of Shares, valued in accordance
with Section 6(e) of the Plan at the closing price on
the New York Stock Exchange -- Composite Transactions
on the effective date of exercise under Section
3(b)(ii) herein, and any funds required to pay in
full the exercise price for the Option Shares
purchased. In accordance with Section 3(e) herein,
you (or such other person) must pay, by check, in
Shares or in a combination of check and Shares, any
balance required to pay in full the exercise price of
the Option Shares purchased within three (3) business
days following the effective date of such exercise of
the Options under Section 3(b)(ii) herein.
(iii) Notwithstanding any other provision of this Stock
Option Agreement, the Secretary of Rockwell
Automation may limit the number, frequency or volume
of successive exercises of any of the Options in
which payment is made, in whole or in part, by
delivery of Shares pursuant to this subparagraph (d)
to prevent unreasonable pyramiding of such exercises.
(e) An exercise completed through the Customer Service Center or
Schwab OptionCenter(R), whether or not full payment of the
exercise price for the Option Shares is received by Xxxxxxx
Xxxxxx, shall constitute a binding contractual obligation by
you (or the other person entitled to exercise the Options) to
proceed with and complete that exercise of the Options (but
only so long as you continue, or the other person entitled to
exercise the Options continues, to be entitled to exercise the
Options on that date). By your acceptance of this Stock Option
Agreement, you agree (for yourself and on behalf of any other
person who becomes entitled to exercise the Options) to
deliver or cause to be delivered to Xxxxxxx Xxxxxx any balance
of the exercise price for the Option Shares to be purchased
upon the exercise pursuant to the transaction conducted
through the Customer Service Center or Schwab OptionCenter(R)
required to pay in full the exercise price for those Option
Shares, that payment being by check, wire transfer, in Shares
or in a combination of
- 5 -
check and Shares, on or before the third business day after
the date on which you complete the transaction through the
Customer Service Center or Schwab OptionCenter(R). If such
payment is not made, you (for yourself and on behalf of any
other person who becomes entitled to exercise the Options)
authorize the Corporation, in its discretion, to set off
against salary payments or other amounts due or which may
become due you (or the other person entitled to exercise the
Options) any balance of the exercise price for those Option
Shares remaining unpaid thereafter.
(f) An Exercise Confirmation representing the number of Option
Shares purchased will be issued the third business day (trade
date plus three business days) (i) after Xxxxxxx Xxxxxx has
received full payment therefor or (ii) at Rockwell
Automation's or Xxxxxxx Xxxxxx'x election in their sole
discretion, after Rockwell Automation or Xxxxxxx Xxxxxx has
received (x) full payment of the exercise price of those
Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5 herein.
4. Transferability
The Options are not transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime, only you
are entitled to exercise the Options.
5. Withholding
Rockwell Automation or Xxxxxxx Xxxxxx shall have the right, in
connection with the exercise of the Options in whole or in part, to
deduct from any payment to be made by Rockwell Automation or Xxxxxxx
Xxxxxx under the Plan an amount equal to the taxes required to be
withheld by law with respect to such exercise or to require you (or any
other person entitled to exercise the Options) to pay to it an amount
sufficient to provide for any such taxes so required to be withheld. By
your acceptance of this Stock Option Agreement, you agree (for yourself
and on behalf of any other person who becomes entitled to exercise the
Options) that if Rockwell Automation or Xxxxxxx Xxxxxx elects to
require you (or such other person) to remit an amount sufficient to pay
such withholding taxes, you (or such other person) must remit that
amount within three (3) business days after the completion of the
Option exercise (Section 3(a)(ii) herein). If such payment is not made,
Rockwell Automation, in its discretion, shall have the same right of
set-off with respect to payment of the withholding taxes in connection
with the exercise of the Option as provided under Section 3(e) herein
with respect to payment of the exercise price.
6. Headings
The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.
7. References
All references in these Stock Option Terms and Conditions to Sections,
paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock
Option Terms and Conditions unless otherwise specifically provided.
8. Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement
and understanding between Rockwell Automation and you with respect to
the Options, and there are no representations, promises, covenants,
agreements or understandings with respect to the Options other than
those expressly set forth in this Stock Option Agreement and the Plan.
9. Applicable Laws and Regulations
This Stock Option Agreement and Rockwell Automation's obligation to
issue Option Shares hereunder are subject to applicable laws and
regulations.
Exhibit 1 Exercise Request and Attestation Form (for use with
already-owned shares).
- 7 -
[TERMS AND CONDITIONS - NON-COMPETE, NQ, NONPRIORITY]
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
1. Definitions
As used in these Stock Option Terms and Conditions, the following words
and phrases shall have the respective meanings ascribed to them below
unless the context in which any of them is used clearly indicates a
contrary meaning:
(a) CHANGE OF CONTROL: Change of Control shall have the same
meaning as such term has in the Plan.
(b) XXXXXXX XXXXXX: Xxxxxxx Xxxxxx & Co., Inc. the Stock Option
Administrator whom Rockwell Automation has engaged to
administer and process all Option exercises.
(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such
term is defined in the Plan).
(d) CUSTOMER SERVICE CENTER: Xxxxxxx Xxxxxx'x Customer Service
Center that is used to facilitate Option transactions. Contact
Xxxxxxx Xxxxxx at (000) 000-0000.
(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as
Exhibit 1 or any other form accepted by Xxxxxxx Xxxxxx in
connection with the use of already-owned shares to pay all or
part of the exercise price for the Option Shares to be
purchased on exercise of any of the Options.
(f) OPTIONS: The stock option or stock options listed in the first
paragraph of the letter dated October 1, 2001 to which these
Stock Option Terms and Conditions are attached and which
together with these Stock Option Terms and Conditions
constitute the Stock Option Agreement.
(g) OPTION SHARES: The shares of Rockwell Automation Common Stock
issuable or transferable on exercise of the Options.
(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as
such Plan may be amended and in effect at the relevant time.
(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a
Delaware corporation doing business as Rockwell Automation,
and any successor thereto.
(j) SCHWAB OPTIONCENTER(R): Xxxxxxx Xxxxxx'x stock option
management website which you can use to access your stock
option account and to facilitate stock option transactions
securely on the Web at xxx.xxxxxx.xxx/xxxxxxxxxxxx.
(k) SHARES: Shares of Rockwell Automation Common Stock.
(l) STOCK OPTION AGREEMENT: These Stock Option Terms and
Conditions together with the letter dated October 1, 2001 to
which they are attached.
2. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole
number of shares) and at one time or from time to time, as to one-third
(rounded to the nearest whole number) of the Option Shares during the
period beginning on October 1, 2002 and ending on October 1, 2011, as
to an additional one-third (rounded to the nearest whole number) of the
Option Shares during the period beginning on October 1, 2003 and ending
on October 1, 2011 and as to the balance of the Option Shares during
the period beginning on October 1, 2004 and ending on October 1, 2011,
and only during those periods, provided that:
(a) if you die while an Employee (as defined in the Plan), your
estate, or any person who acquires the Options by bequest or
inheritance, may exercise all the Options not theretofore
exercised within (and only within) the period beginning on
your date of death (even if you die before you have become
entitled to exercise all or any part of the Options) and
ending three years thereafter; and
(b) if your employment by the Corporation terminates other than by
death, then:
(i) if your retirement or other termination date is
before October 1, 2002, the Options shall lapse on
your retirement or other termination and may not be
exercised at any time;
(ii) if your employment by the Corporation is terminated
for cause, as determined by the Committee (as defined
in the Plan), the Options shall expire forthwith upon
your termination and may not be exercised thereafter;
(iii) if your employment by the Corporation terminates on
or after October 1, 2002 by reason of your retirement
under a retirement plan of Rockwell Automation, or
under a retirement plan of a subsidiary or affiliate
of Rockwell Automation, you (or if you die after your
retirement date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period starting on the date you would
otherwise have become entitled to exercise the part
of the Options so exercised and ending on the fifth
anniversary of your retirement date; or if you retire
prior to age 62, the earlier of (x) the fifth
anniversary of your retirement date or (y) such
earlier date as the Compensation and Management
Development Committee shall determine by action taken
not later than 60 days after your retirement date;
and
- 2 -
(iv) if your employment by the Corporation terminates on
or after October 1, 2002 for any reason not specified
in subparagraph (a) or in clauses (ii) or (iii) of
this subparagraph (b), you (or if you die after your
termination date, your estate or any person who
acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only
within) the period ending three months after your
termination date but only to the extent they were
exercisable on your termination date.
In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the
Options may be exercised.
Notwithstanding any other provision of this Agreement, if a Change of Control
shall occur, then all Options then outstanding pursuant to this Agreement shall
forthwith become fully exercisable whether or not then otherwise exercisable in
accordance with their terms.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options
by bequest or inheritance) must contact the Stock Option
Administrator, Xxxxxxx Xxxxxx, by using the Customer Service
Center or Schwab OptionCenter(R) as follows:
(i) contact the Customer Service Center by calling
000-000-0000, Monday through Friday 9 a.m. to 9 p.m.,
ET, or exercise via the Web through the Schwab
OptionCenter(R) at xxx.xxxxxx.xxx/xxxxxxxxxxxx;
(ii) confirm the Option transaction through the Customer
Service Center or Schwab OptionCenter(R);
(iii) at any time you may speak to a Customer Service
Representative for assistance by calling
000-000-0000;
(iv) full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may
be made:
- by check (wire) to your Xxxxxxx Xxxxxx
account; or
- in already-owned Shares; or
- in a combination of check (wire) to your
Xxxxxxx Xxxxxx account and Shares; or
- by authorizing Xxxxxxx Xxxxxx or a third
party approved by Rockwell Automation to
sell the Shares (or a sufficient portion of
the Shares) acquired upon exercise of the
Options; and
(v) in the case of an exercise of the Options by any
person other than you seeking to exercise the
Options, such documents as Xxxxxxx Xxxxxx or the
Secretary of Rockwell Automation shall require to
establish to their satisfaction that the person
seeking to exercise the Options is entitled to do so.
- 3 -
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by
check (wire), upon (A) completion of your transaction
by using the Customer Service Center or Schwab
OptionCenter(R) and full payment of the exercise
price and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein; and
(ii) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in Shares or in a
combination of Shares and check, upon (A) completion
of your transaction by using the Customer Service
Center or Schwab OptionCenter(R) and full payment of
the exercise price (as described in Section 3(d)(i)
herein) and withholding taxes (if applicable) are
received by Xxxxxxx Xxxxxx within three (3) business
days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(v)
herein.
(c) If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for
the Option Shares to be purchased on exercise of any of the
Options entirely by check, payment must be made by:
- delivering to Xxxxxxx Xxxxxx a check (wire)
in the full amount of the exercise price for
those Option Shares; or
- arranging with a stockbroker, bank or other
financial institution to deliver to Xxxxxxx
Xxxxxx full payment, by check or (if prior
arrangements are made with Xxxxxxx Xxxxxx)
by wire transfer, of the exercise price of
those Option Shares.
In either event, in accordance with Section 3(e) herein, full
payment of the exercise price for the Option Shares purchased
must be made within three (3) business days after the exercise
has been completed through the Customer Service Center or
Schwab OptionCenter(R).
(d) (i) If you choose (or after your death, the person
entitled to exercise the Options chooses) to use
already-owned Shares to pay all or part of the
exercise price for the Option Shares to be purchased
on exercise of any of the Options, you (or after your
death, the person entitled to exercise the Options)
must deliver to Xxxxxxx Xxxxxx an Exercise Request
and Attestation Form and cash representing one share,
per grant exercised, of Rockwell Automation shares to
settle the rounding of the exercise costs. To perform
such a stock swap transaction or a partial swap
transaction, the Exercise Request and Attestation
Form must be submitted via fax (000-000-0000) by 4 PM
ET on the date of exercise. Any questions concerning
a stock swap transaction should be referred to
000-000-0000 (Stock Option Administration Group
Hotline). The
- 4 -
Exercise Request and Attestation Form must attest to
your ownership of Shares representing:
- at least the number of Shares whose value,
based on the closing price of Common Stock
of Rockwell Automation on the New York Stock
Exchange -- Composite Transactions on the
day you have exercised your Options through
the Customer Service Center or Schwab
OptionCenter(R), equals the exercise price
for the Option Shares; or
- any lesser number of Shares you desire (or
after your death, the person entitled to
exercise the Options desires) to use to pay
the exercise price for those Option Shares
and a check in the amount of such exercise
price less the value of the Shares to which
you are attesting, based on the closing
price of Common Stock of Rockwell Automation
on the New York Stock Exchange -- Composite
Transactions on the day you have exercised
your Options through the Customer Service
Center or Schwab OptionCenter(R).
(ii) Xxxxxxx Xxxxxx will advise you (or any other person
who, being entitled to do so, exercises the Options)
of the exact number of Shares, valued in accordance
with Section 6(e) of the Plan at the closing price on
the New York Stock Exchange -- Composite Transactions
on the effective date of exercise under Section
3(b)(ii) herein, and any funds required to pay in
full the exercise price for the Option Shares
purchased. In accordance with Section 3(e) herein,
you (or such other person) must pay, by check, in
Shares or in a combination of check and Shares, any
balance required to pay in full the exercise price of
the Option Shares purchased within three (3) business
days following the effective date of such exercise of
the Options under Section 3(b)(ii) herein.
(iii) Notwithstanding any other provision of this Stock
Option Agreement, the Secretary of Rockwell
Automation may limit the number, frequency or volume
of successive exercises of any of the Options in
which payment is made, in whole or in part, by
delivery of Shares pursuant to this subparagraph (d)
to prevent unreasonable pyramiding of such exercises.
(e) An exercise completed through the Customer Service Center or
Schwab OptionCenter(R), whether or not full payment of the
exercise price for the Option Shares is received by Xxxxxxx
Xxxxxx, shall constitute a binding contractual obligation by
you (or the other person entitled to exercise the Options) to
proceed with and complete that exercise of the Options (but
only so long as you continue, or the other person entitled to
exercise the Options continues, to be entitled to exercise the
Options on that date). By your acceptance of this Stock Option
Agreement, you agree (for yourself and on behalf of any other
person who becomes entitled to exercise the Options) to
deliver or cause to be delivered to Xxxxxxx Xxxxxx any balance
of the exercise price for the Option Shares to be purchased
upon the exercise pursuant to the transaction conducted
through the Customer Service Center or Schwab OptionCenter(R)
required to pay in full the exercise price for those Option
Shares, that payment being by check, wire transfer, in Shares
or in a combination of
- 5 -
check and Shares, on or before the third business day after
the date on which you complete the transaction through the
Customer Service Center or Schwab OptionCenter(R). If such
payment is not made, you (for yourself and on behalf of any
other person who becomes entitled to exercise the Options)
authorize the Corporation, in its discretion, to set off
against salary payments or other amounts due or which may
become due you (or the other person entitled to exercise the
Options) any balance of the exercise price for those Option
Shares remaining unpaid thereafter.
(f) An Exercise Confirmation representing the number of Option
Shares purchased will be issued the third business day (trade
date plus three business days) (i) after Xxxxxxx Xxxxxx has
received full payment therefor or (ii) at Rockwell
Automation's or Xxxxxxx Xxxxxx'x election in their sole
discretion, after Rockwell Automation or Xxxxxxx Xxxxxx has
received (x) full payment of the exercise price of those
Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5 herein.
4. Transferability
The Options are not transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime, only you
are entitled to exercise the Options.
5. Withholding
Rockwell Automation or Xxxxxxx Xxxxxx shall have the right, in
connection with the exercise of the Options in whole or in part, to
deduct from any payment to be made by Rockwell Automation or Xxxxxxx
Xxxxxx under the Plan an amount equal to the taxes required to be
withheld by law with respect to such exercise or to require you (or any
other person entitled to exercise the Options) to pay to it an amount
sufficient to provide for any such taxes so required to be withheld. By
your acceptance of this Stock Option Agreement, you agree (for yourself
and on behalf of any other person who becomes entitled to exercise the
Options) that if Rockwell Automation or Xxxxxxx Xxxxxx elects to
require you (or such other person) to remit an amount sufficient to pay
such withholding taxes, you (or such other person) must remit that
amount within three (3) business days after the completion of the
Option exercise (Section 3(a)(ii) herein). If such payment is not made,
Rockwell Automation, in its discretion, shall have the same right of
set-off with respect to payment of the withholding taxes in connection
with the exercise of the Option as provided under Section 3(e) herein
with respect to payment of the exercise price.
6. Headings
The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.
- 6 -
7. References
All references in these Stock Option Terms and Conditions to Sections,
paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock
Option Terms and Conditions unless otherwise specifically provided.
8. Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement
and understanding between Rockwell Automation and you with respect to
the Options, and there are no representations, promises, covenants,
agreements or understandings with respect to the Options other than
those expressly set forth in this Stock Option Agreement and the Plan.
9. Applicable Laws and Regulations
This Stock Option Agreement and Rockwell Automation's obligation to
issue Option Shares hereunder are subject to applicable laws and
regulations.
Exhibit 1 Exercise Request and Attestation Form (for use with
already-owned shares).
- 7 -
