Form of Performance Share Agreement



 Exhibit 10.4 
 ROCKWELL AUTOMATION, INC. 
 2008 LONG-TERM INCENTIVES PLAN 
 PERFORMANCE SHARE AGREEMENT 
 (grant
date) 
 To: 
 In
accordance with Section 4(f) of the 2008 Long-Term Incentives Plan (the “Plan”) of Rockwell Automation, Inc. (“Rockwell Automation”),
                     Performance Shares (as defined in the Plan) have been granted to you today upon the terms and conditions of this
Performance Share Agreement (this “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.
	 Terms of Performance Shares. 


 (a) Subject to the provisions of this Section 1, you shall be eligible to receive shares of Stock or cash as determined in accordance with Section 1(f) of this Agreement in respect of the Performance Shares
subject to this Agreement (the “Performance Share Payout”) if you shall continue as an Employee from the date hereof until [third anniversary of grant date] (the “Performance Share Period”). Payment of such shares of Stock
or cash shall be paid in the calendar year in which the Performance Share Period ends. 
 (b) If (i) you shall die or
suffer a disability (as determined by the Committee)(as defined in the Plan) 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 the end of the Performance Share
Period; or (ii) your employment by Rockwell Automation terminates on or after the first anniversary of the date hereof and prior to the end of the Performance Share Period by reason of your retirement under a retirement plan of Rockwell
Automation; then you shall be eligible to receive at the time such Performance Shares would otherwise be payable pursuant to Section 1(a) of this Agreement a prorated portion of the Performance Share Payout in accordance with Section 1(f)
of this Agreement equal to such Performance Share Payout, multiplied by the percentage of days in the Performance Share Period during which you were an Employee. 
 (c) If a “Change in Control” (as defined for purposes of Article III, Section 13(I)(1) of Rockwell Automation’s By-Laws) that qualifies as a “409A Change of Control
Event” (as hereinafter defined) shall occur during the period of your continuous service as an Employee and prior to the end of the Performance Share Period; then you shall be entitled to receive promptly and in any event within sixty days
following such Change in Control the Performance Share Payout in accordance with Section 1(f) of this Agreement. For purposes of this Agreement, a “409A Change of Control Event” means a “Change of Control Event” as defined
in Treasury Regulation Section 1.409A-3(i)(5)(i) and set forth in Treasury Regulation Section 1.409A-3(i)(5)(v)-(vii), applying the default rules and percentages set forth in such Treasury Regulation. 







 (d) If you cease to be an Employee prior to satisfaction of any of the conditions set
forth in Section 1(a), 1(b) or 1(c) of this Agreement, you shall not be entitled to receive any Performance Share Payout in respect of the Performance Shares subject to this Agreement and shall have no further rights with respect to the
Performance Shares subject to this Agreement. 
 (e) Subject to the provisions of this Section 1 (including, if
Section 1(b) of this Agreement is applicable, the proration requirements thereof), promptly following the end of the Performance Share Period (or promptly following a 409A Change in Control Event in the event Section 1(c) of this Agreement
is applicable), the number of shares of Stock (or the amount of cash) payable to you in respect of the Performance Shares subject to this Agreement shall be determined by multiplying (i) the number of Performance Shares subject to this
Agreement by (ii) the applicable percentage determined by the Committee in accordance with Attachment 1 hereto based on the total shareowner return of Rockwell Automation Common Stock, assuming reinvestment of all dividends, for the period from
[three year period ending fiscal year end before third anniversary of grant date]; provided, however, that if Section 1(c) of this Agreement is applicable, the percentage under this Section 1(e)(ii) shall be deemed to be 100%. In
determining such total shareowner return, the price of the Stock on each of the first and last dates of such three-year period will be determined by using the average of the daily closing prices per share of the Stock as reported on the New York
Stock Exchange Composite Transactions Reporting System for the 20 trading days immediately preceding such date. Any payout in respect of Performance Shares subject to this Agreement may be in Stock, in cash or partly in Stock and partly in cash, as
the Committee may determine. Any cash amounts payable pursuant to this Section 1(f) will be calculated based upon the Fair Market Value of the Stock on the trading day immediately preceding the payout date (or such other date as the Committee
shall determine in its sole discretion). 
  

	 2.
	 Delivery of Shares or Cash. 


 As promptly as practicable after (i) shares of Stock or cash have been determined by the Committee to be payable in accordance with Section 1 of this Agreement in respect of the Performance Shares subject to
this Agreement and (ii) Rockwell Automation has been reimbursed for all required withholding taxes in respect of the Stock and/or cash payable in respect of such Performance Shares, Rockwell Automation shall deliver to you (or in the event of
your death, to your estate or any person who acquires your interest in such Performance Shares by bequest or inheritance) shares of Stock, cash or a combination thereof, as shall be determined by the Committee, in respect of such Performance Shares.

  

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	 3.
	 Forfeiture of Performance Shares. 


 Notwithstanding any other provision of this Agreement, if at any time it shall become impossible for you to receive any Performance Share Payout in respect of the Performance Shares subject to this Agreement, all such
Performance Shares shall be forfeited, and you shall have no further rights of any kind or nature with respect thereto. 
  

	 4.
	 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 Performance Shares subject
to this Agreement as the Board of Directors may deem appropriate under the circumstances. 
  

	 5.
	 Transferability. 


 This grant is not transferable by you otherwise than by will or by the laws of descent and distribution, and the Stock and/or cash payable in respect of the Performance Shares subject to this Agreement shall be deliverable, during your
lifetime, only to you. 
  

	 6.
	 Withholding. 


 Rockwell Automation shall have the right, in connection with the delivery of any shares of Stock or cash in respect of the Performance Shares subject to this Agreement, (i) to deduct from any payment otherwise due by Rockwell
Automation to you or any other person receiving delivery of such shares or cash 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 shares of Stock 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. 
  

	 7.
	 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 Performance 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 performance shares 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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	 8.
	 Applicable Law. 


 This Agreement and Rockwell Automation’s obligation to deliver the Stock and/or cash payable in respect of the Performance Shares subject to this Agreement shall be governed by and construed and enforced in accordance with the laws of
Delaware and the Federal law of the United States. 
  

	 9.
	 409A 


 This
Agreement is intended to comply with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, the Company makes no representation that this Plan or any amounts payable under this Agreement will be exempt from or
comply with Section 409A and makes no undertaking to preclude Section 409A from applying to this Agreement. 
  

	 10.
	 Entire Agreement. 


 This Agreement and the Plan embody the entire agreement and understanding between Rockwell Automation and you with respect to the Performance Shares subject to this Agreement, and there are no representations, promises, covenants,
agreements or understandings with respect to such Performance 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:
	 	  

		 	 Senior Vice President,

		 	 General Counsel and Secretary



 Attachment 1 — Matrix 
 Dated: 
 Agreed to this      day of
            , 200     
  

	
	  

	 Name:


  

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