1
EXHIBIT 10-c-6
ROCKWELL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
To:
Pursuant to resolutions adopted September 1, 1999 by the Board of
Directors (the "Board") of Rockwell International Corporation, a Delaware
corporation (the "Corporation"), the Corporation has transferred to you as of
____________, _____ shares of Common Stock of the Corporation representing
$27,000 of the annual retainer as compensation for your service on the Board for
the period from ____________ through ____________, with the number of shares of
restricted Common Stock of the Corporation (the "Restricted Shares") determined
by dividing $27,000.00 by the closing price on the New York Stock Exchange --
Composite Transactions on that date and rounding up to the next higher whole
number, on and subject to the following terms and conditions:
1. Earning of Restricted Shares
(a) If (i) you shall continue as a director of the Corporation until
you retire from the Board under the Board's retirement policy; or
(ii) you shall resign from the Board or cease to be a director of
the Corporation by reason of the antitrust laws, compliance with
the Corporation's conflict of interest policies, death or
disability, or (iii) a Change of Control as defined in Article
III, Section 13 (I)(1) of the Corporation's By-Laws (or any
successor provision) shall occur, then you shall be deemed to have
fully earned all the Restricted Shares subject to this Restricted
Stock Agreement.
(b) If you resign from the Board or cease to be a director of the
Corporation for any other reason, you shall be deemed not to have
earned any of the Restricted Shares and shall have no further
rights with respect to them unless the Board of Directors shall
determine, in its sole discretion, that you have resigned from the
Board or ceased to be a director by reason of circumstances that
the Board determines not to be adverse to the best interests of
the Corporation.
2. Retention of Certificates for Restricted Shares
Certificates for the Restricted Shares and any dividends or
distributions thereon or in respect thereof that may be paid in
additional shares of Common Stock, other securities of the Corporation
or securities of another entity (Stock Dividends) shall be delivered to
and held by the Corporation, or shall be registered in book entry form
subject to the Corporation's instructions, until you shall have earned
the Restricted Shares in accordance with the provisions of paragraph 1.
To facilitate implementation of the provisions of this Restricted Stock
Agreement, you
2
undertake to sign and deposit with the Corporation's Office of the
Secretary (a) a Stock Transfer Power in the form of Attachment 1 hereto
with respect to the Restricted Shares and any Stock Dividends thereon
and (b) such other documents appropriate to effectuate the purpose and
intent of this Restricted Stock Agreement as the Corporation may
reasonably request from time to time.
3. Dividends and Voting Rights
Notwithstanding the retention by the Corporation of certificates (or
the right to give instructions with respect to shares held in book
entry form) for the Restricted Shares and any Stock Dividends, you
shall be entitled to receive any dividends that may be paid in cash on,
and to vote, the Restricted Shares and any Stock Dividends held by the
Corporation (or subject to its instructions) in accordance with
paragraph 2, unless and until such shares have been forfeited in
accordance with paragraph 5.
4. Delivery of Earned Restricted Shares
As promptly as practicable after you shall have been deemed to have
earned the Restricted Shares in accordance with paragraph 1, the
Corporation shall deliver to you (or in the event of your death, to
your estate or any person who acquires your interest in the Restricted
Shares by bequest or inheritance) the Restricted Shares, together with
any Stock Dividends then held by the Corporation (or subject to its
instructions).
5. Forfeiture of Unearned Restricted Shares
Notwithstanding any other provision of this Restricted Stock Agreement,
if at any time it shall become impossible for you to earn any of the
Restricted Shares in accordance with this Restricted Stock Agreement,
all the Restricted Shares, together with any Stock Dividends, then
being held by the Corporation (or subject to its instructions) in
accordance with paragraph 2 shall be forfeited, and you shall have no
further rights of any kind or nature with respect thereto. Upon any
such forfeiture, the Restricted Shares, together with any Stock
Dividends, shall be transferred to the Corporation.
6. Transferability
The Restricted Shares and any Stock Dividends are not transferable by
you otherwise than by will or by the laws of descent and distribution
and shall be deliverable, during your lifetime, only to you.
7. Investment Intent
By your acceptance of this Restricted Stock Agreement, you confirm that
you are acquiring the Restricted Shares for investment and not with a
view
3
to their resale in a distribution within the meaning of the Securities
Act of 1933.
8. Withholding
The Corporation shall have the right, in connection with the delivery
of the Restricted Shares and any Stock Dividends subject to this
Restricted Stock Agreement, (i) to deduct from any payment otherwise
due by the Corporation to you or any other person receiving delivery of
the Restricted Shares and any Stock Dividends an amount equal to any
taxes required to be withheld by law with respect to such delivery,
(ii) to require you or any other person receiving such delivery to pay
to it an amount sufficient to provide for any such taxes so required to
be withheld or (iii) to sell such number of the Restricted Shares and
any Stock Dividends as may be necessary so that the net proceeds of
such sale shall be an amount sufficient to provide for any such taxes
so required to be withheld.
9. Applicable Law
This Restricted Stock Agreement and the Corporation's obligation to
deliver Restricted Shares and any Stock Dividends hereunder shall be
governed by and construed and enforced in accordance with the laws of
Delaware and the Federal law of the United States.
ROCKWELL INTERNATIONAL CORPORATION
By:
-----------------------------------------
X. X. Xxxxxx, Xx.
Senior Vice President, General Counsel
and Secretary
Attachment 1 - Stock Transfer Power
Dated:
Agreed to as of the day of .
----- ------------
--------------------------------------
Address:
Social Security No.:
4
Attachment 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, , hereby sell, assign and
transfer unto Rockwell International Corporation (the Corporation) (i)
the shares (the Shares) of the Common Stock of the Corporation
transferred to me as of as Restricted Shares pursuant to
resolutions of the Corporation's Board of Directors adopted September
1, 1999 under the heading "Directors' Compensation," and standing in my
name on the books of the Corporation and evidenced by book entries
dated that date; and (ii) any additional shares of the Corporation's
Common Stock, other securities issued by the Corporation or securities
of another entity (Stock Dividends) distributed, paid or payable on or
in respect of the Shares and Stock Dividends during the period the
Shares and Stock Dividends are held by the Corporation pursuant to a
certain Restricted Stock Agreement dated , with respect to
the Shares; and I do hereby irrevocably constitute and appoint
, attorney with full power of
substitution in the premises to transfer the Shares on the books of the
Corporation.
Dated:
-------------------------------
(Signature)
WITNESS:
----------------------------
