0000950123-04-001211 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 4th, 2004 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware

AGREEMENT by and between Rockwell Automation, Inc., a Delaware corporation (the “Company”) and James V. Gelly (the “Executive”), dated as of the 5th day of January, 2004.

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ROCKWELL AUTOMATION, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 4th, 2004 • Rockwell Automation Inc • Measuring & controlling devices, nec • Delaware

In accordance with Section 4(c) of the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended (the Plan), 5,000 shares (Restricted Shares) of Common Stock of Rockwell Automation, Inc. (Rockwell Automation) have been granted to you today as Restricted Stock (as defined in the Plan) upon the terms and conditions of this Restricted Stock Agreement, subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.

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