EX-10.3: FORM OF RESTRICTED STOCK AGREEMENT



 




Exhibit 10.3



ROCKWELL INTERNATIONAL CORPORATION


2000 LONG-TERM INCENTIVES PLAN


RESTRICTED STOCK AGREEMENT


To: _____________



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




	 	 	 
	1.	 	
Earning of Restricted Shares
	 
	 	 	
        (a) You shall be deemed to have fully earned _______ of the Restricted
Shares on November 7, 2002 and _______ of the Restricted Shares on November
7, 2004 if you shall continue as an Employee from the date hereof until
November 7 in the respective year.
	 
	 	 	
        (b) If (i) you shall die or suffer a disability that shall continue
for a continuous period of at least six months during the period of your
continuous service as an Employee and prior to November 7, 2004; or (ii)
a “Change in Control” (as defined for purposes of Article III, Section
13(I)(1) of Rockwell Automation’s By-Laws) shall occur during the period
of your continuous service as an Employee and prior to November 7, 2004;
then you shall be deemed to have fully earned all the Restricted Shares
remaining subject to this Agreement.
	 
	 	 	
        (c) If you cease to be an Employee prior to satisfaction of any of
the conditions set forth in paragraph (a) or (b) of this Section, you
shall be deemed not to have earned any of the Restricted Shares and shall
have no further rights with respect to the Restricted Shares or any Stock
Dividends (as hereinafter defined).



 







 




	 	 	 
	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 Rockwell Automation or securities of
another entity (Stock Dividends), shall be delivered to and held by
Rockwell Automation, or shall be registered in book entry form subject to
Rockwell Automation’s instructions, until you shall have earned the
Restricted Shares in accordance with the provisions of Section 1. To
facilitate implementation of the provisions of this Agreement, you
undertake to sign and deposit with Rockwell Automation’s Office of the
Secretary (i) a Stock Transfer Power in the form of Attachment 1 hereto
with respect to the Restricted Shares and any Stock Dividends thereon;
and (ii) such other documents appropriate to effectuate the purpose and
intent of this Restricted Stock Agreement as Rockwell Automation may
reasonably request from time to time.
	 
	3.	 	
Dividends and Voting Rights
	 
	 	 	
Notwithstanding the retention by Rockwell Automation 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 Rockwell
Automation (or subject to its instructions) in accordance with Section 2,
unless and until such shares have been forfeited in accordance with
Section 5.
	 
	4.	 	
Delivery of Earned Restricted Shares
	 
	 	 	
As promptly as practicable after (i) you shall have been deemed to have
earned all or part of the Restricted Shares in accordance with Section 1
and (ii) Rockwell Automation has been reimbursed for all required
withholding taxes in respect of your earning all or the part of the
Restricted Shares and Stock Dividends that you have been deemed to have
earned, Rockwell Automation 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) all or the part of the
Restricted Shares and Stock Dividends that you have been deemed to have
earned.



2







 




	 	 	 
	5.	 	
Forfeiture of Unearned Restricted Shares
	 
	 	 	
Notwithstanding any other provision of this Agreement, if at any time it
shall become impossible for you to earn any of the Restricted Shares in
accordance with this Agreement, all the Restricted Shares, together with
any Stock Dividends, then being held by Rockwell Automation (or subject
to its instructions) in accordance with Section 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 Rockwell Automation.
	 
	6.	 	
Adjustments
	 
	 	 	
If there shall be any change in or affecting shares of Stock on account
of any stock dividend or split, merger or consolidation, reorganization
(whether or not Rockwell Automation is a surviving corporation),
recapitalization, reorganization, combination or exchange of shares or
other similar corporate changes or an extraordinary dividend in cash,
securities or other property, there shall be made or taken such
amendments to this Agreement or the Restricted Shares as the Board of
Directors may deem appropriate under the circumstances.
	 
	7.	 	
Transferability
	 
	 	 	
This grant is not transferable by you otherwise than by will or by the
laws of descent and distribution, and the Restricted Shares, and any
Stock Dividends shall be deliverable, during your lifetime, only to
you.
	 
	8.	 	
Withholding
	 
	 	 	
Rockwell Automation shall have the right, in connection with the delivery
of the Restricted Shares and any Stock Dividends subject to this
Agreement, (i) to deduct from any payment otherwise due by Rockwell
Automation to you or any other person receiving delivery of the
Restricted Shares and any Stock Dividends an amount equal to any taxes
required to be withheld by law with respect to such delivery, (ii) to
require you or any other person receiving such delivery to pay to it an
amount sufficient to provide for any such taxes so required to be
withheld, or (iii) to sell such number of the Restricted Shares and any
Stock Dividends as may be necessary so that the net proceeds of such sale
shall be an amount sufficient to provide for any such taxes so required
to be withheld.



3







 




	 	 	 
	9.	 	
Applicable Law
	 
	 	 	
This Agreement and Rockwell Automation’s obligation to deliver Restricted
Shares and any Stock Dividends hereunder shall be governed by and
construed and enforced in accordance with the laws of Delaware and the
Federal law of the United States.




	 	ROCKWELL INTERNATIONAL CORPORATION




	 	By:




	 	 	 
		 	_________________________ 
		 	
Senior Vice President,
	 	 	
General Counsel and Secretary




	 
	Attachment 1 — Stock Transfer Power
	 
	Dated:           November 7, 2001
	 
	Agreed to this _____   day of _____________________ , 2001.
	 
	________________________
	
Name



4







 



Exhibit 10.3



ATTACHMENT 1



STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE


     FOR VALUE RECEIVED, I, _____________, hereby sell, assign and transfer unto
Rockwell International Corporation (Rockwell Automation)
(i) the _____________ shares (the Shares) of the Common Stock of Rockwell
Automation standing in my name on the books of Rockwell Automation
evidenced by book entry, granted to me on November 7, 2001 as Restricted
Stock pursuant to Rockwell Automation’s 2000 Long-Term Incentives Plan
and (ii) any additional shares of Rockwell Automation’s Common Stock,
other securities issued by Rockwell Automation 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 Rockwell Automation pursuant to a certain
Restricted Stock Agreement dated November 7, 2001, 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 Rockwell
Automation.


Dated:      November 7, 2001




	 	__________________________________
	 	     

(Signature)




WITNESS:


_____________________________