FORM OF STOCK OPTION AGREEMENT



 



Exhibit 10.3


February 5, 2003



TO:


In accordance with Sections 7(a)(i) and 7(a)(ii) of the Corporation’s 2003
Directors Stock Plan, you have been granted today stock options to purchase
7,000 shares and 1,000 shares, respectively, of the Corporation’s Common Stock
at a price per share of $     .     and on the other terms and conditions set forth
in the attached Stock Option Terms and Conditions (together with this letter,
the Stock Option Agreement).


Please confirm your acceptance of this grant, including the attached Stock
Option Terms and Conditions, by signing one copy at the place indicated and
returning it to the Corporation’s Office of the Secretary in the enclosed
return envelope.


ROCKWELL AUTOMATION, INC.


 


William J. Calise, Jr.

Senior Vice President, General Counsel & Secretary


 


ACCEPTED AND AGREED TO:






	 	 	 	 	 	 	 
	Date:	 	 	 	, 2003
	 	 
	 	 	

	 	 	 	 



 






 


ROCKWELL AUTOMATION, INC.

2003 DIRECTORS STOCK PLAN

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 Article III, Section 13(I)(1) of
Rockwell Automation’s By-Laws.
	 
	 	(b)	 	Charles Schwab: Charles Schwab & Co., Inc., the Stock Option
Administrator whom Rockwell Automation has engaged to administer and
process all Option exercises.
	 
	 	(c)	 	Customer Service Center: Charles Schwab’s Customer Service
Center that is used to facilitate Option transactions. Contact
Charles Schwab at 877.804.3529.
	 
	 	(d)	 	Director: A member of the Board of Directors of Rockwell Automation.
	 
	 	(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 February 5, 2003 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, Inc. 2003 Directors Stock Plan,
and as such Plan may be amended and in effect at the relevant time.
	 
	 	(j)	 	Rockwell Automation: Rockwell Automation, Inc., a Delaware
corporation.
	 
	 	(k)	 	Schwab Option Center: 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 February 5, 2003 to which
they are attached.



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	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 February 5, 2004 and ending on February 5, 2013, as
to an additional one-third (rounded to the nearest whole number) of the
Option Shares during the period beginning on February 5, 2005 and ending
on February 5, 2013 and as to the balance of the Option Shares during the
period beginning on February 5, 2006 and ending on February 5, 2013, and
only during those periods, provided that:




	 	(a)	 	if you die while a Director, your estate, any person who
acquires the Options by bequest or inheritance, or any person to
whom you have transferred the Options during your lifetime as
permitted by Section 4 herein 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 or on February 5, 2013, if earlier even if
the Options were not exercisable at the date of death;
	 
	 	(b)	 	if you retire as a Director after reaching age 72 or before
age 72 with at least 10 years of service as a Director, you (or if
you die after your retirement date, your estate or any person who
acquires the Options by bequest or inheritance) or any person to
whom you have transferred the Options during your lifetime as
permitted by Section 4 herein may thereafter exercise all the
Options not theretofore exercised within (and only within) the
period beginning on your retirement date (even if you retire before
you have become entitled to exercise all or any part of the Options)
and ending five years thereafter or on February 5, 2013, if earlier;
	 
	 	(c)	 	if your service as a Director terminates as a result of your
disability or as a result of your resignation for reasons of the
antitrust laws, compliance with Rockwell Automation’s conflict of
interest policies or other circumstances that the Board determines
not to be advised to the best interests of Rockwell Automation, you
(or if you die after termination of your service as a Director, your
estate or any person who acquires the Options by bequest or
inheritance) or any person to whom you have transferred the Options
during your lifetime as permitted by Section 4 herein, may
thereafter exercise the Options not theretofore exercised within
(and only within) the period beginning on your termination date and
ending one year thereafter or on February 5, 2013, if earlier, even
if the Options were not exercisable at such termination date;
	 
	 	(d)	 	if your service as a Director terminates for any other
reason, the Options shall terminate forthwith on the date of
termination of your service as a Director and shall not be exercised
thereafter; and




	 	 	provided, further, that notwithstanding any other provision of the Stock
Option Agreement, if a Change of Control shall occur, then all Options
then outstanding shall become fully exercisable whether or not otherwise
then exercisable and shall be and remain exercisable for the applicable
period hereinabove in this Section 2 provided.
	 
	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 submit a Notice of Exercise 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



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	 	 	 	Option Administrator, Charles Schwab, by using the Customer Service
Center as follows:




	 	(i)	 	contact the Customer Service Center by calling
877.804.3529, Monday through Friday, 9:00 a.m. to 9:00 p.m.
Eastern Time 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 Option; 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), (A) upon
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); 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 (wire), (A) upon completion of your
transaction by using the Customer Service Center and full
payment of the exercise price (as defined in Section 3(d)) 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).




	 	(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 (wire), 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



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	 	 	 	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, of Rockwell Automation
Shares to settle the rounding of the exercise costs. To perform
such a stock swap transaction or a partial swap transaction, the
Exercise Request and Attestation Form must be submitted via fax
720.785.8874 by 4:00 p.m., Eastern Time 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 877.804.3529.
	 
	 	(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
7(c) 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), 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.



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	 	(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 any balance of the exercise
price for the Option Shares to be purchased upon the exercise
pursuant to the transaction conducted through the Customer Service
Center required to pay in full the exercise price for those Option
Shares, that payment being by check, wire transfer, in Shares or in
a combination of check and Shares, on or before the later of 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 retainer 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 (a) by will or by
the laws of descent and distribution; or (b) by gift to your spouse or
natural, adopted or step-children or grandchildren (Immediate Family
Members) or to a trust for the benefit of one or more of your Immediate
Family Members, or to a family charitable trust established by you or an
Immediate Family Member; provided, however, that no transfer pursuant to
this clause (b) 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 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 paragraph to a member of an Immediate
Family Member or a trust for the benefit of one or more of your Immediate
Family Members, 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.
	 
	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 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



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	 	 	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 as provided under Section 3(e) with respect to payment of the
exercise price for Option Shares.
	 
	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




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