FORM OF RESTRICTED STOCK AGREEMENT



 



Exhibit 10.2


ROCKWELL AUTOMATION INC.

RESTRICTED STOCK AGREEMENT



To:


          In accordance with Section 8(a)(i) of the Rockwell Automation, Inc. 2003
Directors Stock Plan (the Plan) and resolutions adopted at the February 5, 2003
meeting of the Board of Directors (the Board) of Rockwell Automation, Inc. (the
Corporation),      shares (Restricted Shares) of Common Stock of the Corporation
have been granted to you today as restricted stock representing $     of the
annual retainer as compensation for your service on the Board for the period
from February 5, 2003 through September 30, 2003, with the number of shares
determined by dividing $     by the closing price on the New York Stock
Exchange – Composite Transactions on February 5, 2003 and rounding up to the
next higher whole number.



          The Restricted Shares have been granted to you today upon the following
terms and conditions:




	1.	 	EARNING OF RESTRICTED SHARES
	 
	 	 	     (a) If (i) you shall continue as a director of the Corporation until
you retire from the Board of the Corporation under the Board’s retirement
policy; or (ii) you shall resign from the Board or cease to be a director of
the Corporation by reason of the antitrust laws, compliance with the
Corporation’s conflict of interest policies, death or disability; or (iii) a
Change of Control as defined in Article III, Section 13(I)(1) of the
Corporation’s By-Laws (or any successor provision) shall occur, then you
shall be deemed to have fully earned all the Restricted Shares subject to
this Restricted Stock Agreement.
	 
	 	 	     (b) If you resign from the Board or cease to be a director of the
Corporation for any other reason, you shall be deemed not to have earned any
of the Restricted Shares and shall have no further rights with respect
thereto unless the Board shall determine, in its sole discretion, that you
have resigned from the Board or ceased to be a director by reason of
circumstances that the Board determines not to be adverse to the best
interests of the Corporation.
	 
	2.	 	RETENTION OF CERTIFICATES FOR RESTRICTED SHARES
	 
	 	 	Certificates for the Restricted Shares and any dividends or distributions
thereon or in respect thereof that may be paid in additional shares of
Common Stock, other securities of the Corporation or securities of another
entity (Stock Dividends) shall be delivered to and held by the Corporation,
or shall be registered in book entry form subject to the Corporation’s
instructions, until you shall have earned the Restricted Shares in
accordance with the provisions of paragraph 1. To facilitate implementation
of the provisions of this Restricted Stock Agreement, you undertake to sign
and deposit with the Corporation’s Office of the Secretary (a) a Stock
Transfer Power in the form of Attachment 1 hereto with respect to the
Restricted Shares and any Stock Dividends thereon and (b) such other
documents appropriate



 






 





	 	 	to effectuate the purpose and intent of this Restricted Stock Agreement as
the Corporation may reasonably request from time to time.
	 
	3.	 	DIVIDENDS AND VOTING RIGHTS
	 
	 	 	Notwithstanding the retention by the Corporation of certificates (or the
right to give instructions with respect to shares held in book entry form)
for the Restricted Shares and any Stock Dividends, you shall be entitled to
receive any dividends that may be paid in cash on, and to vote, the
Restricted Shares and any Stock Dividends held by the Corporation (or
subject to its instructions) in accordance with paragraph 2, unless and
until such shares have been forfeited in accordance with paragraph 5.
	 
	4.	 	DELIVERY OF EARNED RESTRICTED SHARES
	 
	 	 	As promptly as practicable after you shall have been deemed to have earned
the Restricted Shares in accordance with paragraph 1, the Corporation shall
deliver to you (or in the event of your death, to your estate or any person
who acquires your interest in the Restricted Shares by bequest or
inheritance) the Restricted Shares, together with any Stock Dividends then
held by the Corporation (or subject to its instructions).
	 
	5.	 	FORFEITURE OF UNEARNED RESTRICTED SHARES
	 
	 	 	Notwithstanding any other provision of this Restricted Stock Agreement, if
at any time it shall become impossible for you to earn any of the Restricted
Shares in accordance with this Restricted Stock Agreement all the Restricted
Shares, together with any Stock Dividends, then being held by the
Corporation (or subject to its instructions) in accordance with paragraph 2,
shall be forfeited, and you shall have no further rights of any kind or
nature with respect thereto. Upon any such forfeiture, the Restricted
Shares, together with any Stock Dividends, shall be transferred to the
Corporation.
	 
	6.	 	TRANSFERABILITY
	 
	 	 	The Restricted Shares and any Stock Dividends are not transferable by you
otherwise than by will or by the laws of descent and distribution and shall
be deliverable, during your lifetime, only to you.
	 
	7.	 	WITHHOLDING
	 
	 	 	The Corporation shall have the right, in connection with the delivery of the
Restricted Shares and any Stock Dividends subject to this Restricted Stock
Agreement, (a) to deduct from any payment otherwise due by the Corporation
to you or any other person receiving delivery of the Restricted Shares and
any Stock Dividends an amount equal to any taxes required to be withheld by
law with respect to such delivery, (b) to require you or any other person
receiving such delivery to pay to it an amount sufficient to provide for any
such taxes so required to be withheld or (c) to sell such number of the
Restricted Shares and any Stock Dividends as may be necessary so that the
net proceeds of such sale shall be an amount sufficient to provide for any
such taxes so required to be withheld.



 






 







	8.	 	APPLICABLE LAW
	 
	 	 	This Restricted Stock Agreement and the Corporation’s obligation to deliver
Restricted Shares and any Stock Dividends hereunder shall be governed by and
construed and enforced in accordance with the laws of Delaware and the
Federal law of the United States.




	 	 	 	 	 
	 	 	ROCKWELL AUTOMATION, INC
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	

	 	 	 	 	W. J. Calise, Jr.

Senior Vice President, General Counsel

and Secretary




	 	 	 	 
	Attachment 1 – Stock Transfer Power  	 
	 	 	 	 
	Dated: February 5, 2003	 	 
	 	 	 	 
	Agreed to this      th day of February, 2003.	 	 
	 	 	 
	
	 	 
	 	 	 	 
	Address:	 	 
	 	 	 	 
	
	 	 
	 	 	 	 
	
	 	 
	 	 	 	 
	Social Security No.:	 	 	 
	 	
	 	 



 






 


Attachment 1


STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE



     FOR VALUE RECEIVED, I,      , hereby sell, assign and transfer
unto Rockwell Automation, Inc., (the Corporation) (i) the      shares (the
Shares) of the Common Stock of (the Corporation) standing in my name on the
books of the Corporation evidenced by book entry dated February 5, 2003,
granted to me on that date as Restricted Shares pursuant to the
Corporation’s 2003 Directors Stock Plan, and (ii) any additional shares of
the Corporation’s Common Stock, other securities issued by the Corporation
or securities of another entity (Stock Dividends) distributed, paid or
payable on or in respect of the Shares and Stock Dividends during the period
the Shares and Stock Dividends are held by the Corporation pursuant to a
certain Restricted Stock Agreement dated February 5, 2003, with respect to
the Shares; and I do hereby irrevocably constitute and appoint
     
     , attorney with full power of substitution in the
premises to transfer the Shares on the books of the Corporation.


Dated: February      , 2003



	 	 	 
	 	 	 
	 	 	


	 	 	
(signature)



WITNESS:





(signature)