Exhibit 10.2






Exhibit 10.2




Rockwell
AUTOMATION, INC.

2008 LONG-TERM INCENTIVES PLAN

RESTRICTED STOCK AGREEMENT

(December 7, 2010)




To: [Name]




In accordance with Section 4(c) of the Rockwell Automation, Inc. 2008 Long-Term Incentives
Plan (the Plan),
 _____ 

shares (Restricted Shares) of Stock (as defined in the Plan) of Rockwell
Automation, Inc. (Rockwell Automation) have been granted to you, effective December 7, 2010, 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) If you shall continue as an Employee from the date hereof until December 7, 2013,
then you shall be deemed to have fully earned all the Restricted Shares subject to this
Agreement.




(b) If 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 December 7, 2013, then you shall be deemed to have fully earned all the Restricted Shares
subject to this Agreement.




(c) If during the period of your continuous service as an Employee and prior to
December 7, 2013 (i) (A) a Change of Control occurs, (B) all Restricted Shares that are
outstanding are assumed or substituted with comparable awards by the successor corporation
in such Change of Control or its parent corporation and (C) within two years of such Change
of Control your employment is terminated (1) by reason of death or disability, (2) by you
for a Change of Control Good Reason or (3) by the Corporation other than for Cause or (ii)
(A) a Change of Control occurs and (B) all Restricted Shares that are outstanding are not
assumed or substituted with comparable awards by the successor corporation in such Change of
Control or its parent corporation, then you shall be deemed to have fully earned all the
Restricted Shares subject to this Agreement (and, in the case of clause (i), any substituted
awards of restricted stock).




(d) If your employment by Rockwell Automation terminates on or after the first
anniversary of the date hereof and prior to December 7, 2013 by reason of your retirement
under a retirement plan of Rockwell Automation, then you shall be deemed to have fully earned a prorated portion of the Restricted Shares subject to
this Agreement equal to the number of Restricted Shares subject to this Agreement,
multiplied by the percentage of days in the three-year period ended December 7, 2013 during
which you were an Employee.


 


 









 









(e) If you cease to be an Employee prior to satisfaction of any of the conditions set
forth in paragraph (a), (b), (c) or (d) of this Section, notwithstanding any period of
salary continuation or severance payments, 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 Stock or 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 such 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, unless and until such shares have been forfeited in accordance with
Section 5, you shall be entitled to receive any dividends that may be paid in cash on, and
to vote, the Restricted Shares and you shall be entitled to receive any Stock Dividends held
by Rockwell Automation (or subject to its instructions) in accordance with Section 2.




	4.	 	Delivery of Earned Restricted Shares






As promptly as practicable after (i) you shall have been deemed to have earned 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 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.


 


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	5.	 	Forfeiture of Unearned Restricted Shares






(a) Notwithstanding any other provision of this Agreement, other than as provided in
Section 5(b), 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.




(b) Notwithstanding any other provision of this Agreement, if Section 1(c) is
applicable, all of the unearned Restricted Shares, together with any Stock Dividends
thereon, 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, such unearned Restricted
Shares, together with any Stock Dividends thereon, 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.


 


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	9.	 	No Acquired Rights






You acknowledge, agree and consent that: (a) the Plan is discretionary and Rockwell
Automation may amend, cancel or terminate the Plan at any time; (b) the grant of the
Restricted Shares subject to this Agreement is a one-time benefit offered to you and does
not create any contractual or other right for you to receive any grant of Stock as
Restricted Stock or benefits under the Plan in the future; (c) future grants, if any, shall
be at the sole discretion of Rockwell Automation, including, but not limited to, the timing
of any grant, the number of shares and forfeiture provisions; and (d) your participation in
the Plan is voluntary.




	10.	 	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.




	11.	 	Entire Agreement.






This Agreement and the Plan embody the entire agreement and understanding between Rockwell
Automation and you with respect to the Restricted Shares subject to this Agreement, and
there are no representations, promises, covenants, agreements or understandings with respect
to such Restricted Shares other than those expressly set forth in this Agreement and the
Plan. In the event of any conflict between this Agreement and the Plan, the terms of the
Plan shall govern.



	 	 	 	 	 
	 	ROCKWELL AUTOMATION, INC.

 	 
	 	By:  	 	 
	 	 	Douglas M. Hagerman 	 
	 	 	Senior Vice President,

General Counsel and Secretary 	 



Dated: December 7, 2010





Agreed to this                      day of                     ,
 20           .



	 	 	 
	 

Name:

	 	 







 


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