Form of Restricted Stock Agreement



 Exhibit 10.5 
 ROCKWELL AUTOMATION, INC. 
 2008 LONG-TERM INCENTIVES PLAN 
 RESTRICTED STOCK AGREEMENT 
 (grant date)

 To: 
 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 [grant date], 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 [third anniversary of grant date], then you shall be deemed to have fully earned all the Restricted Shares subject to this
Agreement. 
 (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 [third anniversary of grant date]; 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 [third anniversary of grant date]; then you shall be deemed to have fully earned all the Restricted Shares subject to this
Agreement. 
 (c) If your employment by Rockwell Automation terminates on or after the first anniversary of
the date hereof and prior to [third anniversary of grant date] 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 [third anniversary of grant date], during which you were an Employee. 
 (d) If you cease to be an Employee prior to satisfaction of any of the conditions set forth in paragraph (a), (b) or
(c) of this Section, notwithstanding any period of salary continuation, 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. 
  

	 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. 
  

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 (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. 
  

	 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. 
  

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	 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: [grant date] 
 Agreed to this      day of             , 200    . 
  

	
	
	  

	 Name:


  

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