EX-10-E-6: FORMS OF STOCK OPTION AGREEMENTS



 



EXHIBIT 10-e-6



October 7, 2002


To: Insert Name Field


Social Security/Account Number: Insert SS• Field


Dear Optionee:


We are pleased to notify you that you have been granted the following stock
options under the Rockwell Automation 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 Grant Letter and the
enclosed Stock Option Terms and Conditions (together, the “Stock Option
Agreement”), subject in all respects to the provisions of the Plan, as it may
be amended. Other terms and conditions are substantially the same as options
previously granted.


All option holders must have an account with Charles Schwab in order to
exercise their stock options. Since you have outstanding options, we assume
that you already have a Schwab account and need not open another. If you have
questions regarding your account, please call Charles Schwab at (888) 852-2135.


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



 







 



October 7, 2002

Page 2



	 	 	 	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.



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.


A copy of the Plan and the Plan Prospectus are enclosed. Please carefully read
the enclosed documents and retain them for future reference.


The Options will lapse and be of no effect if a copy of this Stock Option
Agreement, properly signed by you, is not received by the Secretary of Rockwell
Automation at the above address on or before December 31, 2002, unless Rockwell
Automation (in its sole discretion) elects in writing to extend that date.



	 	 	 
	Agreed to:

Date:	 	
ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 
	
	
	
	

	Employee Signature
 

Social
Security No.	 	
By:

William J. Calise, Jr.

Senior Vice President,

General Counsel and Secretary



Enclosures


 







 


October 7, 2002


To: Insert Name Field


Social Security/Account Number: Insert SS• Field


Dear Optionee:


We are pleased to notify you that you have been granted the following stock
options under the Rockwell Automation 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 Grant Letter and the
enclosed Stock Option Terms and Conditions (together, the “Stock Option
Agreement”), subject in all respects to the provisions of the Plan, as it may
be amended. Other terms and conditions are substantially the same as options
previously granted.


All option holders must have an account with Charles Schwab in order to
exercise their stock options. Since you have outstanding options, we assume
that you already have a Schwab account and need not open another. If you have
questions regarding your account, please call Charles Schwab at (800) 654-2593.


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



 







 





October 7, 2002

Page 2



	 	 	 	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.



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.


A copy of the Plan and the Plan Prospectus are enclosed. Please carefully read
the enclosed documents and retain them for future reference.


The Options will lapse and be of no effect if a copy of this Stock Option
Agreement, properly signed by you, is not received by the Secretary of Rockwell
Automation at the above address on or before December 31, 2002, unless Rockwell
Automation (in its sole discretion) elects in writing to extend that date.



	 	 	 
	Agreed to:

Date:	 	
ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 
	
	
	
	

	Employee Signature
 

Social
Security No.	 	
By:

William J. Calise, Jr.

Senior Vice President,

General Counsel and Secretary



Enclosures


 







 


October 7, 2002


To: Insert Name Field


Social Security/Account Number: Insert SS• Field


Dear Optionee:


We are pleased to notify you that you have been granted the following stock
options under the Rockwell Automation 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 Grant Letter and the
enclosed Stock Option Terms and Conditions (together, the “Stock Option
Agreement”), subject in all respects to the provisions of the Plan, as it may
be amended. Other terms and conditions are substantially the same as options
previously granted.


All option holders must have an account with Charles Schwab in order to
exercise their stock options. Since you have outstanding options, we assume
that you already have a Schwab account and need not open another. If you have
questions regarding your account, please call Charles Schwab at (888) 852-2135.


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



 







 





October 7, 2002

Page 2



	 	 	 	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.



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.


A copy of the Plan and the Plan Prospectus are enclosed. Please carefully read
the enclosed documents and retain them for future reference.


This stock option grant is also subject to the condition that you sign and
return one copy of the enclosed Mutual Agreement to Arbitrate Claims to:



	 	 	Rockwell Automation, Inc.

Corporate Compensation (MW42)

777 East Wisconsin Avenue, Suite 1400

Milwaukee, WI 53202



The Options will lapse and be of no effect if signed copies of this Stock
Option Agreement and Mutual Agreement to Arbitrate Claims are not received by
the Corporate Compensation Department of Rockwell Automation at the above
address on or before December 31, 2002, unless Rockwell Automation (in its sole
discretion) elects in writing to extend that date.



	 	 	 
	Agreed to:

Date:	 	
ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 
	
	
	
	

	Employee Signature
 

Social
Security No.	 	
By:

William J. Calise, Jr.

Senior Vice President,

General Counsel and Secretary



Enclosures



 







 




October 7, 2002


To: Insert Name Field


Social Security/Account Number: Insert SS• Field


Dear Optionee:


We are pleased to notify you that you have been granted the following stock
options under the Rockwell Automation 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 Grant Letter and the
enclosed Stock Option Terms and Conditions (together, the “Stock Option
Agreement”), subject in all respects to the provisions of the Plan, as it may
be amended.


All option holders must activate an account with Charles Schwab 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, Inc.

Corporate Compensation (MW42)

777 East Wisconsin Avenue, Suite 1400

Milwaukee, WI 53202



The Options will lapse and 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, 2002,
unless Rockwell Automation (in its sole discretion) elects in writing to extend
that date.


A copy of the Plan and the Plan Prospectus are enclosed. Please carefully read
the enclosed documents and retain them for future reference.



	 	 	 	 	 
	 	 	ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	William J. Calise, Jr.

Senior Vice President,

General Counsel and Secretary



 







 



October 7, 2002


To:  Insert Name Field


Social Security/Account
Number:  Insert SS# Field


Dear Optionee:


We are pleased to notify you that you have been granted the following stock
options under the Rockwell Automation 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 Grant Letter and the
enclosed Stock Option Terms and Conditions (together, the “Stock Option
Agreement”), subject in all respects to the provisions of the Plan, as it may
be amended.


All option holders must activate an account with Charles Schwab 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 the Plan Prospectus are enclosed. Please carefully read
the enclosed documents and retain them for future reference.



	 	 	 	 	 
	 	 	ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 
	 	 	 	 	

	 	 	 	 	William J. Calise, Jr.

Senior Vice President,

General Counsel and Secretary



Enclosures


 







 


ROCKWELL AUTOMATION, INC.

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)	 	Charles Schwab: Charles Schwab & 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: Charles Schwab’s Customer Service
Center that is used to facilitate Option transactions. Contact
Charles Schwab at (888) 852-2135.
	 
	 	(e)	 	Exercise Request and Attestation Form: The form attached as
Exhibit 1 or any other form accepted by Charles Schwab 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 2 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 7, 2002 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 Automation, Inc., a Delaware
corporation, and any successor thereto.
	 
	 	(k)	 	Schwab OptionCenter®: Charles Schwab’s stock option
management website which you can use to access your stock option
account at www.schwab.com/optioncenter.
	 
	 	(l)	 	Shares: Shares of Rockwell Automation Common Stock.
	 
	 	(m)	 	Stock Option Agreement: These Stock Option Terms and
Conditions together with the letter dated October 7, 2002 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 7, 2003 and ending on October 7,
2012, 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 7, 2004 and ending on October 7, 2012 and as to the balance of
the Option Shares granted as NQs and ISOs during the period beginning on
October 7, 2005 and ending on October 7, 2012, 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 7, 2003, 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 7, 2003 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 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 7, 2003 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.



For purposes of this Section 2, if you are placed on salary continuation
status in connection with your separation from the Corporation, you will
be treated as not having terminated your employment with the Corporation
until the last date on which you receive salary
continuation payments from the Corporation, at which time your employment
by the Corporation will be deemed terminated.


2







 



	 	 	In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 7, 2012 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
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 (414)
212-5297) or by other means acceptable to the Secretary of Rockwell
Automation, and then contact the Stock Option Administrator, Charles
Schwab, by using the Customer Service Center as follows:




	 	(i)	 	contact the Customer Service Center by calling
888-852-2135, 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 Charles Schwab account; or
	 
	 	•	 	in already-owned Shares; or
	 
	 	•	 	in a combination of check (wire) to
your Charles Schwab account and Shares; or
	 
	 	•	 	by authorizing Charles Schwab 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




	 	(iv)	 	in the case of an exercise of the Options by any
person other than you seeking to exercise the Options, such
documents as Charles Schwab 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 Charles Schwab 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



3







 




	 	 	 	using the Customer Service Center and full payment of the
exercise price (as described in Section 3(d) herein) and
withholding taxes (if applicable) are received by Charles
Schwab within three (3) business days following the exercise;
and (B) 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 Charles Schwab 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 Charles Schwab
full payment, by check or (if prior arrangements are
made with Charles Schwab) 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
Charles Schwab an Exercise Request and Attestation Form and cash
representing one Share, per grant exercised, 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 (720-785-8874) by 4 PM ET on the date
of exercise. Any questions concerning a stock swap transaction
should be referred to 877-636-7551 (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 Fair Market Value (as defined in the
Plan) 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 their Fair Market Value on the day
you have exercised your Options through the Customer
Service Center.




	 	(ii)	 	If you choose (or after your death, the person
entitled to exercise the Options chooses) to use Shares
acquired upon exercise of the Options to pay all or part of
the exercise price for the remaining 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
contact the Customer Service Center at (888) 852-2135.



4







 






	 	(iii)	 	Charles Schwab 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
4(a)(ii) of the Plan at their Fair Market Value on the date of
exercise, 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 after
the exercise has been completed through the Customer Service
Center.
	 
	 	(iv)	 	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 Charles Schwab, shall constitute a binding
contractual obligation by you (or the other person entitled to
exercise the Options) to proceed with and conclude 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 Charles Schwab 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 exercise 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 (i) after
Charles Schwab has received full payment therefor or (ii) at
Rockwell Automation’s or Charles Schwab’s election in their sole
discretion, after Rockwell Automation or Charles Schwab 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 (i) by will or by
the laws of descent and distribution, or (ii) in the case of Options not
granted as incentive stock options, by gift to any member of your
immediate family or to a trust for the benefit of one or more members of
your immediate family or to a family charitable trust established by you
or a member of your immediate family; provided, however, that no transfer
pursuant to this clause (ii) shall be effective unless you have notified
the Corporation’s Office of the Secretary (Attention: Stock Option
Administration) in writing specifying the Option or Options transferred,
the date of the gift and the name, address and social security or other
taxpayer identification number of the transferee. During your lifetime,
only you are entitled to exercise the Options unless you have transferred
any Option in accordance with this 



5







 




	 	 	paragraph to a member of your
immediate family or to a trust for the benefit of one or more members of
your immediate family or to a family charitable trust established by you
or a member of your immediate family, in which case only that transferee
(or the legal representative of the estate or the heirs or legatees of
that transferee) shall be entitled to exercise that Option. For purposes
of this paragraph, your “immediate family” shall mean your spouse and
natural, adopted or step-children and grandchildren.
	 
	5.	 	Withholding
	 
	 	 	Rockwell Automation or Charles Schwab 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 Charles Schwab 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 Charles Schwab 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. 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)
	
	
	
	

	Exhibit 2	 	
Notice of Exercise Form



6







 


EXHIBIT 2



NOTICE OF EXERCISE FORM

FOR CORPORATE OFFICERS




	 	 	 
	To:	 	
Rockwell Automation, Inc.

Office of the Secretary (MW31)

777 East Wisconsin Avenue, Suite 1400

Milwaukee, WI 53202
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Fax No. (414) 212-5297



         1.     OPTIONS EXERCISED: Subject to the terms and conditions of the Stock
Option Agreement dated October 7, 2002, with Rockwell Automation, Inc.
(Rockwell Automation) thereunder, I hereby exercise the following stock
option(s):



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Grant	 	Number of Shares	 	Exercise Price	 	Total Purchase Price
	
	 	
	 	
	 	

	 
	 	 	 	 	 	$	 	 	 	$	 	 
	
	
	
	

	 
	 	 	 	 	 	$	 	 	 	$	 	 
	
	
	
	

	 
	 	 	 	 	 	$	 	 	 	$	 	 



         2.     PAYMENT: The following must be received by Charles Schwab & Co, Inc.
(Charles Schwab) within three business days following the date of exercise:



	•	 	A check payable to Rockwell Automation Employee Stock Option Program or
a wire transfer to Charles Schwab for credit to the Rockwell Automation
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 Automation Employee
Stock Option Program or a wire transfer to Charles Schwab for credit to
the Rockwell Automation 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).



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
	
	
	
	

	 	 	 
	 	 	


	 	 	
Print Name
	
	
	
	

	 	 	 
	 	 	


	 	 	
Date



 







 


ROCKWELL AUTOMATION, INC.

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)	 	Charles Schwab: Charles Schwab & 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: Charles Schwab’s Customer Service
Center that is used to facilitate Option transactions. Contact
Charles Schwab at (888) 852-2135.
	 
	 	(e)	 	Exercise Request and Attestation Form: The form attached as
Exhibit 1 or any other form accepted by Charles Schwab 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 2 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 7, 2002 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 Automation, Inc., a Delaware
corporation, and any successor thereto.
	 
	 	(k)	 	Schwab
OptionCenter®: Charles Schwab’s stock option
management website which you can use to access your stock option
account at www.schwab.com/optioncenter.
	 
	 	(l)	 	Shares: Shares of Rockwell Automation Common Stock.
	 
	 	(m)	 	Stock Option Agreement: These Stock Option Terms and
Conditions together with the letter dated October 7, 2002 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 7, 2003 and ending on October 7,
2012, 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 7, 2004 and ending on October 7, 2012 and as to the balance of
the Option Shares granted as NQs and ISOs during the period beginning on
October 7, 2005 and ending on October 7, 2012, 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 7, 2003, 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 7, 2003 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 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 7, 2003 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.



2







 




	 	 	 	For purposes of this Section 2, if you are placed on salary continuation
status in connection with your separation from the Corporation, you will
be treated as not having terminated your employment with the Corporation
until the last date on which you receive salary continuation payments
from the Corporation, at which time your employment by the Corporation
will be deemed terminated.
	 
	 	 	 	In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 7, 2012 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
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 (414)
212-5297) or by other means acceptable to the Secretary of Rockwell
Automation, and then contact the Stock Option Administrator, Charles
Schwab, by using the Customer Service Center as follows:




	 	(i)	 	contact the Customer Service Center by calling
888-852-2135, 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 Charles Schwab account; or
	 
	 	•	 	in already-owned Shares; or
	 
	 	•	 	in a combination of check (wire) to
your Charles Schwab account and Shares; or
	 
	 	•	 	by authorizing Charles Schwab 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




	 	(iv)	 	in the case of an exercise of the Options by any
person other than you seeking to exercise the Options, such
documents as Charles Schwab 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



3







 




	 	 	 	(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
Charles Schwab 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) herein) and
withholding taxes (if applicable) are received by Charles
Schwab within three (3) business days following the exercise;
and (B) 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 Charles Schwab 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 Charles Schwab
full payment, by check or (if prior arrangements are
made with Charles Schwab) 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
Charles Schwab an Exercise Request and Attestation Form and cash
representing one Share, per grant exercised, 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 (720-785-8874) by 4 PM ET on the date
of exercise. Any questions concerning a stock swap transaction
should be referred to 877-636-7551 (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 Fair Market Value (as defined in the
Plan) 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



4







 




	 	     	 	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 their Fair
Market Value on the day you have exercised your Options
through the Customer Service Center.




	 	(ii)	 	If you choose (or after your death, the person
entitled to exercise the Options chooses) to use Shares
acquired upon exercise of the Options to pay all or part of
the exercise price for the remaining 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
contact the Customer Service Center at (888) 852-2135.
	 
	 	(v)	 	Charles Schwab 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
4(a)(ii) of the Plan at their Fair Market Value on the date of
exercise, 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 after
the exercise has been completed through the Customer Service
Center.
	 
	 	(vi)	 	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 Charles Schwab, shall constitute a binding
contractual obligation by you (or the other person entitled to
exercise the Options) to proceed with and conclude 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 Charles Schwab 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 exercise 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 (i) after
Charles Schwab has received full payment therefor or (ii) at
Rockwell Automation’s or Charles Schwab’s election in their sole
discretion, after Rockwell Automation or Charles Schwab 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.



5







 






	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 Charles Schwab 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 Charles Schwab 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 Charles Schwab 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. 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)
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
Exhibit 2
	 	Notice of Exercise Form



6







 


EXHIBIT 2



NOTICE OF EXERCISE FORM

FOR CORPORATE OFFICERS




	 	 	 	 	 
	
To:
	 	 	 	Rockwell Automation, Inc.

Office of the Secretary (MW31)

777 East Wisconsin Avenue, Suite 1400

Milwaukee, WI 53202
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	Fax No. (414) 212-5297



         1.     OPTIONS EXERCISED: Subject to the terms and conditions of the Stock
Option Agreement dated October 7, 2002, with Rockwell Automation, Inc.
(Rockwell Automation) thereunder, I hereby exercise the following stock
option(s):



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Grant	 	Number of Shares	 	Exercise Price	 	Total Purchase Price
	
	 	
	 	
	 	

	________
	 	 	—	 	 	$	—	 	 	$	—	 
	
	
	
	

	________
	 	 	—	 	 	$	—	 	 	$	—	 
	
	
	
	

	________
	 	 	—	 	 	$	—	 	 	$	—	 



         2.     PAYMENT: The following must be received by Charles Schwab & Co, Inc.
(Charles Schwab) within three business days following the date of exercise:



	•	 	A check payable to Rockwell Automation Employee Stock Option Program or
a wire transfer to Charles Schwab for credit to the Rockwell Automation
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 Automation Employee
Stock Option Program or a wire transfer to Charles Schwab for credit to
the Rockwell Automation 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).



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
	
	
	
	

	 	 	 
	 	 	


	 	 	
Print Name
	
	
	
	

	 	 	 
	 	 	


	 	 	
Date



 







 


ROCKWELL AUTOMATION, INC.

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)	 	Charles Schwab: Charles Schwab & 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: Charles Schwab’s Customer Service
Center that is used to facilitate Option transactions. Contact
Charles Schwab at (888) 852-2135.
	 
	 	(e)	 	Exercise Request and Attestation Form: The form attached as
Exhibit 1 or any other form accepted by Charles Schwab 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 7, 2002 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 Automation, Inc., a Delaware
corporation, and any successor thereto.
	 
	 	(j)	 	Schwab OptionCenter®: Charles Schwab’s 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 www.schwab.com/optioncenter.
	 
	 	(k)	 	Shares: Shares of Rockwell Automation Common Stock.
	 
	 	(l)	 	Stock Option Agreement: These Stock Option Terms and
Conditions together with the letter dated October 7, 2002 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 7, 2003 and ending on October 7,
2012, 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 7, 2004 and ending on October 7, 2012 and as to the balance of
the Option Shares granted as NQs and ISOs during the period beginning on
October 7, 2005 and ending on October 7, 2012, 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 7, 2003, 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 7, 2003 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 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 7, 2003 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.



For purposes of this Section 2, if you are placed on salary continuation
status in connection with your separation from the Corporation, you will
be treated as not having terminated your employment with the Corporation
until the last date on which you receive salary continuation


2







 



 payments from the Corporation, at which time your employment by the
Corporation will be deemed terminated.



	 	 	In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 7, 2012 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, Charles Schwab, by using the Customer Service Center
or Schwab OptionCenter® as follows:




	 	(i)	 	contact the Customer Service Center by calling
888-852-2135, Monday through Friday 9 a.m. to 9 p.m., ET, or
exercise via the Web through the Schwab OptionCenter® at
www.schwab.com/optioncenter;
	 
	 	(ii)	 	confirm the Option transaction through the
Customer Service Center or Schwab OptionCenter®;
	 
	 	(iii)	 	at any time you may speak to a Customer Service
Representative for assistance by calling 888-852-2135;
	 
	 	(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 Charles Schwab account; or
	 
	 	•	 	in already-owned Shares; or
	 
	 	•	 	in a combination of check (wire) to
your Charles Schwab account and Shares; or
	 
	 	•	 	by authorizing Charles Schwab 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 Charles Schwab 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 or Schwab OptionCenter® and full payment of the
exercise price and withholding taxes (if applicable) are
received by Charles Schwab within three (3)



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® and
full payment of the exercise price (as described in Section
3(d) herein) and withholding taxes (if applicable) are
received by Charles Schwab 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 Charles Schwab 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 Charles Schwab
full payment, by check or (if prior arrangements are
made with Charles Schwab) 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®.




	 	(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
Charles Schwab an Exercise Request and Attestation Form and cash
representing one Share, per grant exercised, 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 (720-785-8874) by 4 PM ET on the date
of exercise. Any questions concerning a stock swap transaction
should be referred to 877-636-7551 (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 their Fair Market Value (as defined in
the Plan) on the day you have exercised your Options
through the Customer Service Center or Schwab
OptionCenter®, 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 their Fair Market
Value on the day you have exercised your Options through
the Customer Service Center or Schwab OptionCenter®.



4







 




	 	(ii)	 	If you choose (or after your death, the person
entitled to exercise the Options chooses) to use Shares
acquired upon exercise of the Options to pay all or part of
the exercise price for the remaining 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
contact the Customer Service Center at (888) 852-2135.
	 
	 	(iii)	 	Charles Schwab 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
4(a)(ii) of the Plan at their Fair Market Value on the date of
exercise, 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 after
the exercise has been completed through the Customer Service
Center.
	 
	 	(iv)	 	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®, whether or not full payment of the exercise
price for the Option Shares is received by Charles Schwab, shall
constitute a binding contractual obligation by you (or the other
person entitled to exercise the Options) to proceed with and
conclude 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 Charles
Schwab 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 exercise through the Customer Service
Center or Schwab OptionCenter®. 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 (i) after
Charles Schwab has received full payment therefor or (ii) at
Rockwell Automation’s or Charles Schwab’s election in their sole
discretion, after Rockwell Automation or Charles Schwab 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







 






	5.	 	Withholding
	 
	 	 	Rockwell Automation or Charles Schwab 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 Charles Schwab 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 Charles Schwab 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. 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).



6







 


ROCKWELL AUTOMATION, INC.

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)	 	Charles Schwab: Charles Schwab & 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: Charles Schwab’s Customer Service
Center that is used to facilitate Option transactions. Contact
Charles Schwab at (800) 654-2593.
	 
	(e)	 	Exercise Request and Attestation Form: The form attached as
Exhibit 1 or any other form accepted by Charles Schwab 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 7, 2002 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 Automation, Inc., a Delaware
corporation, and any successor thereto.
	 
	(j)	 	Schwab
OptionCenter®: Charles Schwab’s 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 www.schwab.com/optioncenter.
	 
	(k)	 	Shares: Shares of Rockwell Automation Common Stock.
	 
	(l)	 	Stock Option Agreement: These Stock Option Terms and
Conditions together with the letter dated October 7, 2002 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 7, 2003 and ending on October 7, 2012, as to
an additional one-third (rounded to the nearest whole number) of the
Option Shares during the period beginning on October 7, 2004 and ending
on October 7, 2012 and as to the balance of the Option Shares during the
period beginning on October 7, 2005 and ending on October 7, 2012, 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 7, 2003, 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 7, 2003 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 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 7, 2003 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.




	 	 	For purposes of this Section 2, if you are placed on salary continuation
status in connection with your separation from the Corporation, you will
be treated as not having terminated your employment with the Corporation
until the last date on which you receive salary continuation payments
from the Corporation, at which time your employment by the Corporation
will be deemed terminated.



2







 



	 	 	In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 7, 2012 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, Charles Schwab, by using the Customer Service Center
or Schwab OptionCenter® as follows:




	 	(i)	 	contact the Customer Service Center by calling
800-654-2593, Monday through Friday 9 a.m. to 9 p.m., ET, or
exercise via the Web through the Schwab OptionCenter® at
www.schwab.com/optioncenter;
	 
	 	(ii)	 	confirm the Option transaction through the
Customer Service Center or Schwab OptionCenter®;
	 
	 	(iii)	 	at any time you may speak to a Customer Service
Representative for assistance by calling 800-654-2593;
	 
	 	(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 Charles Schwab account; or
	 
	 	•	 	in already-owned Shares; or
	 
	 	•	 	in a combination of check (wire) to
your Charles Schwab account and Shares; or
	 
	 	•	 	by authorizing Charles Schwab 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 Charles Schwab 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 or Schwab OptionCenter® and full payment of the
exercise price and withholding taxes (if applicable) are
received by Charles Schwab within three (3) business days
following the exercise; and (B) receipt of any documents
required pursuant to Section 3(a)(v) herein; and



3







 






	 	(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® and
full payment of the exercise price (as described in Section
3(d) herein) and withholding taxes (if applicable) are
received by Charles Schwab 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 Charles Schwab 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 Charles Schwab
full payment, by check or (if prior arrangements are
made with Charles Schwab) 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®.




	 	(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
Charles Schwab an Exercise Request and Attestation Form and cash
representing one Share, per grant exercised, 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 (720-785-8874) by 4 PM ET on the date
of exercise. Any questions concerning a stock swap transaction
should be referred to 877-636-7551 (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 their Fair Market Value (as defined in
the Plan) on the day you have exercised your Options
through the Customer Service Center or Schwab
OptionCenter® , 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 their Fair Market
Value on the day you have exercised your Options through
the Customer Service Center or Schwab OptionCenter®.




	 	(ii)	 	If you choose (or after your death, the person
entitled to exercise the Options chooses) to use Shares
acquired upon exercise of the Options to pay all or part of



4







 




	 	 	 	the exercise price for the remaining 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
contact the Customer Service Center at (800) 654-2593.
	 
	 	(iii)	 	Charles Schwab 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
4(a)(ii) of the Plan at their Fair Market Value on the date of
exercise, 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 after
the exercise has been completed through the Customer Service
Center.
	 
	 	(iv)	 	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®, whether or not full payment of the exercise
price for the Option Shares is received by Charles Schwab, shall
constitute a binding contractual obligation by you (or the other
person entitled to exercise the Options) to proceed with and
conclude 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 Charles
Schwab 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 exercise through the Customer Service
Center or Schwab OptionCenter®. 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 (i) after
Charles Schwab has received full payment therefor or (ii) at
Rockwell Automation’s or Charles Schwab’s election in their sole
discretion, after Rockwell Automation or Charles Schwab 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







 






	5.	 	Withholding
	 
	 	 	Rockwell Automation or Charles Schwab 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 Charles Schwab 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 Charles Schwab 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. 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).




6