Exhibit 4-c





Exhibit 4-c




ROCKWELL AUTOMATION, INC.




2008 LONG-TERM INCENTIVES PLAN

(As Amended and Restated through February 2, 2010)




Section 1: Purpose




The purpose of the Plan is to promote the interests of the Corporation and its shareowners by
providing incentive compensation opportunities to assist in (i) attracting, motivating and
retaining Employees and Prospective Employees and (ii) aligning the interests of Employees and
Prospective Employees participating in the Plan with the interests of the Corporation’s
shareowners.



Section 2: Definitions




As used in the Plan, the following terms shall have the respective meanings specified below.




	 	a.	 	“Award” means an award granted pursuant to Section 4.

	 
	 	b.	 	“Award Agreement” means a document described in Section 6 setting forth the
terms and conditions applicable to an Award granted to a Participant.

	 
	 	c.	 	“Board of Directors” means the Board of Directors of the Corporation, as it may
be comprised from time to time.

	 
	 	d.	 	“Cause” means (i) the willful and continued failure of the Participant to
perform substantially the Participant’s duties with the Corporation or one of its
affiliates (other than any such failure resulting from incapacity due to physical or
mental illness), after a written demand for substantial performance is delivered to the
Participant by the Board of Directors or the Chief Executive Officer of the Corporation
which specifically identifies the manner in which the Board of Directors or Chief
Executive Officer believes that the Participant has not substantially performed the
Participant’s duties, or (ii) the willful engaging by the Participant in illegal
conduct or gross misconduct which is materially and demonstrably injurious to the
Corporation. For purposes of this definition, no act or failure to act, on the part of
the Participant, shall be considered “willful” unless it is done, or omitted to be
done, by the Participant in bad faith or without reasonable belief that the
Participant’s action or omission was in the best interests of the Corporation. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board of Directors or upon the instructions of the Chief Executive
Officer or a senior officer of the Corporation or based upon the advice of counsel for
the Corporation shall be conclusively presumed to be done, or omitted to be done, by
the Participant in good faith and in the best interests of the Corporation. The
cessation of employment of the Participant shall not be deemed to be for Cause unless
and until there shall have been delivered to the Participant a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board of Directors at a meeting of the Board of Directors called and
held for such purpose (after reasonable notice is provided to the Participant and the
Participant is given an opportunity, together with counsel, to be heard before the
Board of Directors), finding that, in the good faith opinion of the Board of Directors,
the Participant is guilty of the conduct described in clause (i) or (ii) above, and
specifying the particulars thereof in detail.





 


 









 











	 	e.	 	“Change of Control” means any of the following:







	 	(i)	 	The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (A) the then outstanding shares of common stock of the
Corporation (the “Outstanding Rockwell Common Stock”) or (B) the combined voting
power of the then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the “Outstanding Rockwell Voting
Securities”); provided, however, that for purposes of this subparagraph (i), the
following acquisitions shall not constitute a Change of Control: (w) any
acquisition directly from the Corporation, (x) any acquisition by the
Corporation, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any corporation controlled by the
Corporation or (z) any acquisition pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) of this Section 2(e); or

	 
	 	(ii)	 	Individuals who, as of October 1, 2007, constitute the Board of
Directors (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual becoming
a director subsequent to that date whose election, or nomination for election by
the Corporation’s shareowners, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board of Directors; or

	 
	 	(iii)	 	Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Corporation or
the acquisition of assets of another entity (a “Corporate Transaction”), in each
case, unless, following such Corporate Transaction, (A) all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Rockwell Common Stock and Outstanding Rockwell Voting Securities
immediately prior to such Corporate Transaction beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation’s assets either
directly or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Corporate Transaction, of the
Outstanding Rockwell Common Stock and Outstanding Rockwell Voting Securities, as
the case may be, (B) no Person (excluding any employee benefit plan (or related
trust) of the Corporation or such corporation resulting from such Corporate
Transaction) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Corporate Transaction and (C) at least a majority of
the members of the board of directors of the corporation resulting from such
Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors,
providing for such Corporate Transaction; or





 


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	 	(iv)	 	Approval by the Corporation’s shareowners of a complete liquidation or
dissolution of the Corporation.







Notwithstanding the foregoing, for all Awards granted after February 2, 2010, all
references to 20% in the definition of “Change of Control” shall instead be to 30%.




	 	f.	 	“Change of Control Good Reason” means any of the following:







	 	(i)	 	a material diminution in the Participant’s base compensation, target
bonus opportunity or eligibility to receive long-term incentives;

	 
	 	(ii)	 	a material diminution in the Participant’s authority, duties, or
responsibilities;

	 
	 	(iii)	 	a material diminution in the authority, duties or responsibilities of
the supervisor to whom the Participant is required to report, including a
requirement that the Participant report to a corporate officer or employee instead
of reporting directly to the Board of Directors; or

	 
	 	(iv)	 	a material change in the geographic location at which the Participant
must perform services.







Notwithstanding the foregoing, in the case of any Award that is subject to and not
exempt from Section 409A, clause (i) above shall instead read as follows: “(i) a
material diminution in the Participant’s base compensation;”.




For purposes of this definition, a Participant shall not be deemed to have
incurred a termination of employment for a Change of Control Good Reason unless:




	 	(i)	 	the condition constituting a Change of Control Good Reason occurs
during the period commencing with the date of the Change of Control and ending on
the second anniversary of the date of the Change of Control; and

	 
	 	(ii)	 	the Participant provides written notice to the Corporation of the
existence of the condition constituting a Change of Control Good Reason within
ninety (90) days of the initial existence of the condition constituting a Change of
Control Good Reason and the Corporation or one of its affiliates is given thirty
(30) days to cure such condition.







	 	g.	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.

	 
	 	h.	 	“Committee” means the Compensation and Management Development Committee of the
Board of Directors, as it may be comprised from time to time.

	 
	 	i.	 	“Corporation” means Rockwell Automation, Inc. and any successor thereto.

	 
	 	j.	 	“Covered Employee” means a covered employee within the meaning of Code Section
162(m)(3).

	 
	 	k.	 	“Dividend Equivalent” means an amount equal to the amount of cash dividends
payable with respect to a share of Stock after the date specified in an Award Agreement
with respect to an Award settled in Stock or an Award of Restricted Stock Units; provided, however, that no Dividend Equivalents shall be paid in respect
of Awards of Options, SARs or Performance Shares.





 


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	 	l.	 	“Employee” means an individual who is an employee or a leased employee of, or a
consultant to, the Corporation or a Subsidiary, but excludes members of the Board of
Directors who are not also employees of the Corporation or a Subsidiary.

	 
	 	m.	 	“Exchange Act” means the Securities Exchange Act of 1934, and any successor
statute, as it may be amended from time to time.

	 
	 	n.	 	“Executive Officer” means an Employee who is an executive officer of the
Corporation as defined in Rule 3b-7 under the Exchange Act as it may be amended from
time to time.

	 
	 	o.	 	“Fair Market Value” means the closing sale price of the Stock as reported in
the New York Stock Exchange—Composite Transactions (or if the Stock is not then traded
on the New York Stock Exchange, the closing sale price of the Stock on the stock
exchange or over-the-counter market on which the Stock is principally trading) on the
date of a determination (or on the next preceding day the Stock was traded if it was
not traded on the date of a determination).

	 
	 	p.	 	“Incentive Stock Option” means an Option (or an option to purchase Stock
granted pursuant to any other plan of the Corporation or a Subsidiary) intended to
comply with Code Section 422.

	 
	 	q.	 	“Non-Qualified Stock Option” means an Option that is not an Incentive Stock
Option.

	 
	 	r.	 	“Option” means an option to purchase Stock granted pursuant to Section 4(a).

	 
	 	s.	 	“Participant” means any Employee or Prospective Employee who has been granted
an Award.

	 
	 	t.	 	“Performance Formula” means, for a Performance Period, one or more objective
formulas or standards established by the Committee for purposes of determining whether
or the extent to which an Award has been earned based on the level of performance
attained with respect to one or more Performance Goals. Performance Formulas may vary
from Performance Period to Performance Period and from Participant to Participant and
may be established on a stand-alone basis, in tandem or in the alternative.

	 
	 	u.	 	“Performance Goal” means the level of performance, whether absolute or relative
to a peer group or index, established by the Committee as the performance goal with
respect to a Performance Measure. Performance Goals may vary from Performance Period to
Performance Period and from Participant to Participant and may be established on a
stand-alone basis, in tandem or in the alternative.

	 
	 	v.	 	“Performance Measure” means one or more of the following selected by the
Committee to measure the performance of the Corporation, a business unit (which may but
need not be a Subsidiary) of the Corporation or both for a Performance Period: basic or
diluted earnings per share; revenue; sales; operating income; earnings before or after
interest, taxes, depreciation or amortization; return on capital; return on invested
capital; return on equity; return on assets; return on net assets; return on sales;
cash flow; operating cash flow; free cash flow; working capital; stock price; and total shareowner return.





 


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Each such measure, to the extent
applicable, shall be determined in accordance with generally accepted accounting
principles as consistently applied by the Corporation and, if so determined by the
Committee at the time the Award is granted and to the extent permitted under Code
Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the
disposal of a business, unusual or infrequently occurring events and transactions and
cumulative effects of changes in accounting principles. Performance Measures may vary
from Performance Period to Performance Period and from Participant to Participant and
may be established on a stand-alone basis, in tandem or in the alternative.




	 	w.	 	“Performance Period” means one or more periods of time (of not less than one
fiscal year of the Corporation), as the Committee may designate, over which the
attainment of one or more Performance Goals will be measured for the purpose of
determining a Participant’s rights in respect of an Award.

	 
	 	x.	 	“Performance Share” means an Award denominated in Stock granted pursuant to
Section 4(f).

	 
	 	y.	 	“Performance Unit” means an Award denominated in cash granted pursuant to
Section 4(e).

	 
	 	z.	 	“Plan” means this 2008 Long-Term Incentives Plan as adopted by the Corporation
and in effect from time to time.

	 
	 	aa.	 	“Prior Plan” means the Rockwell Automation, Inc. 2000 Long-Term Incentives
Plan, as amended.

	 
	 	bb.	 	“Prospective Employee” means an individual who at the time of the grant of an
Award has been extended an offer of employment with the Corporation or a Subsidiary but
who has not yet accepted said offer and become an Employee.

	 
	 	cc.	 	“Restricted Stock” means an Award of Stock subject to restrictions granted
pursuant to Section 4(c).

	 
	 	dd.	 	“Restricted Stock Unit” means an Award denominated in Stock granted pursuant to
Section 4(d).

	 
	 	ee.	 	“SAR” means a stock appreciation right granted pursuant to Section 4(b).

	 
	 	ff.	 	“Section 409A” means Code Section 409A, including any regulations and other
guidance issued thereunder by the Department of the Treasury and/or the Internal
Revenue Service.

	 
	 	gg.	 	“Section 409A Change of Control” means a Change of Control that meets the
requirements of Treasury Regulation Section 1.409A-3(i)(5).

	 
	 	hh.	 	“Separation from Service” has the meaning set forth in Section 409A.

	 
	 	ii.	 	“Stock” means shares of Common Stock, par value $1 per share, of the
Corporation or any security of the Corporation issued in substitution, exchange or lieu
thereof.

	 
	 	jj.	 	“Subsidiary” means (i) any corporation or other entity in which the
Corporation, directly or indirectly, has ordinary voting power to elect a majority of
the board of
directors or other persons performing similar functions of such corporation or other
entity and (ii) any corporation or other entity in which the Corporation has a
significant equity interest and which the Committee has determined to be considered a
Subsidiary for purposes of the Plan.






 


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Section 3: Eligibility




The Committee may grant one or more Awards to any Employee or Prospective Employee designated by it
to receive an Award.



Section 4: Awards




The Committee may grant any one or more of the following types of Awards, and any such Award may be
granted by itself, together with another Award that is linked and alternative to the Award with
which it is granted or together with another Award that is independent of the Award with which it
is granted:




	 	a.	 	Options. An Option is an option to purchase a specified number of shares of
Stock exercisable at such time or times and subject to such terms and conditions as the
Committee may determine consistent with the provisions of the Plan, including the
following:







	 	(i)	 	The exercise price per share of an Option shall not be less than 100%
of the Fair Market Value on the date the Option is granted, and no Option may be
exercisable more than 10 years after the date the Option is granted.

	 
	 	(ii)	 	The exercise price of an Option shall be paid in cash or, at the
discretion of the Committee, in Stock valued at the Fair Market Value on the date
of exercise, by withholding shares of Stock for which the Option is exercisable
valued at the Fair Market Value on the date of exercise or through any combination
of the foregoing.

	 
	 	(iii)	 	No fractional shares of Stock will be issued or accepted. The
Committee may impose such other conditions, restrictions and contingencies with
respect to shares of Stock delivered pursuant to the exercise of an Option as it
deems desirable.

	 
	 	(iv)	 	Incentive Stock Options shall be subject to the following additional
provisions:







	 	A.	 	No grant of Incentive Stock Options to any one Employee shall
cover a number of shares of Stock whose aggregate Fair Market Value (determined
on the date the Option is granted), together with the aggregate Fair Market
Value (determined on the respective date of grant of any Incentive Stock
Option) of the shares of Stock covered by any Incentive Stock Options that have
been previously granted under the Plan or any other plan of the Corporation or
any Subsidiary and that are exercisable for the first time during the same
calendar year, exceeds $100,000 (or such other amount as may be fixed as the
maximum amount permitted by Code Section 422(d)); provided, however, that, if
such limitation is exceeded, the Incentive Stock Options granted in excess of
such limitation shall be treated as Non-Qualified Stock Options.

	 
	 	B.	 	No Incentive Stock Option may be granted under the Plan after
December 5, 2017.





 


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	 	C.	 	No Incentive Stock Option may be granted to any Participant who
on the date of grant is not an employee of the Corporation or a corporation
that is a subsidiary of the Corporation within the meaning of Code Section
424(f).







	 	(v)	 	No Option granted after February 2, 2010 may be exercisable as to
one-third of the shares of Stock underlying such Option before the first
anniversary of the date the Option was granted, as to an additional one-third of
the shares of Stock underlying such Option before the second anniversary of the
date the Option was granted, and as to the balance of the shares of Stock
underlying such Option before the third anniversary of the date the Option was
granted, except, in each case, in the event of death, disability, retirement or a
Change of Control.







	 	b.	 	Stock Appreciation Rights (SARs). A SAR is the right to receive a payment
measured by the excess of the Fair Market Value of a specified number of shares of
Stock on the date on which the Participant exercises the SAR over the grant price of
the SAR determined by the Committee, which shall be exercisable at such time or times
and subject to such terms and conditions as the Committee may determine consistent with
the provisions of the Plan, including the following:







	 	(i)	 	The grant price of a SAR shall not be less than 100% of the Fair Market
Value of the shares of Stock covered by the SAR on the date the SAR is granted, and
no SAR may be exercisable more than 10 years after the date the SAR is granted.

	 
	 	(ii)	 	SARs may be (A) freestanding SARs or (B) tandem SARs granted in
conjunction with an Option, either at the time of grant of the Option or at a later
date, and exercisable at the Participant’s election instead of all or any part of
the related Option.

	 
	 	(iii)	 	The payment to which the Participant is entitled on exercise of a SAR
may be in cash, in Stock valued at the Fair Market Value on the date of exercise or
partly in cash and partly in Stock (as so valued), as the Committee may determine.

	 
	 	(iv)	 	No SAR granted after February 2, 2010 may be exercisable as to
one-third of the shares of Stock underlying such SAR before the first anniversary
of the date the SAR was granted, as to an additional one-third of the shares of
Stock underlying such SAR before the second anniversary of the date the SAR was
granted, and as to the balance of the shares of Stock underlying such SAR before
the third anniversary of the date the SAR was granted, except, in each case, in the
event of death, disability, retirement or a Change of Control.







	 	c.	 	Restricted Stock. Restricted Stock is Stock that is issued to a Participant
subject to such restrictions on transfer and such other restrictions on incidents of
ownership as the Committee may determine, which restrictions shall lapse at such time
or times or upon the occurrence of such event or events as the Committee may determine,
including but not limited to the achievement, over a specified period of time, of one
or more specific goals with respect to performance of the Corporation, a business unit
(which may but need not be a Subsidiary) of the Corporation or that Participant.
Notwithstanding the foregoing, in the case of an Award of Restricted Stock granted
after February 2, 2010 that is subject to restrictions that lapse solely over a
specified period of time, no restrictions may lapse as to any portion of such Award
before the first anniversary of the date such Award was granted, as to two-thirds of
such Award before the second anniversary of the date such Award was granted, and as to
one-third of such Award before the third anniversary of the date such Award was
granted, except, in each case, in the event of death, disability, retirement or a
Change of





 


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Control. Subject to the specified restrictions, the Participant as owner of those
 shares of Restricted Stock shall have the rights of the holder thereof, except that the
Committee may provide at the time of the Award that any dividends or other distributions
paid with respect to that Stock while subject to those restrictions shall not be payable
or shall be accumulated, with or without interest, or reinvested in Stock and held
subject to the same restrictions as the Restricted Stock and such other terms and
conditions as the Committee shall determine. Shares of Restricted Stock shall be
registered in the name of the Participant and, at the Corporation’s sole discretion,
shall be held in book entry form subject to the Corporation’s instructions or shall be
evidenced by a certificate, which shall bear an appropriate restrictive legend, shall be
subject to appropriate stop-transfer orders and shall be held in custody by the
Corporation until the restrictions on those shares of Restricted Stock lapse.




	 	d.	 	Restricted Stock Unit. A Restricted Stock Unit is an Award of a right to
receive at a specified future date an amount based on the Fair Market Value of a
specified number of shares of Stock on the payout date, subject to such terms and
conditions as the Committee may establish, including but not limited to the
achievement, over a specified period of time, of one or more specific goals with
respect to performance of the Corporation, a business unit (which may but need not be a
Subsidiary) of the Corporation or the Participant to whom the Restricted Stock Units
are granted. Notwithstanding the foregoing, in the case of an Award of Restricted
Stock Units granted after February 2, 2010 that provides for payout based solely on the
passage of a specified period of time, no payout of such Award may be made as to any
portion of such Award before the first anniversary of the date such Award was granted,
as to two-thirds of such Award before the second anniversary of the date such Award was
granted, and as to one-third of such Award before the third anniversary of the date
such Award was granted, except, in each case, in the event of death, disability,
retirement or a Change of Control. Restricted Stock Units that become payable in
accordance with their terms and conditions shall be paid out in Stock, in cash based on
the Fair Market Value of the Stock underlying the Restricted Stock Units on the payout
date (or at the sole discretion of the Committee, the day immediately preceding that
date) or partly in cash (as so based) and partly in Stock, as the Committee may
determine. Any person who holds Restricted Stock Units shall have no ownership
interest in any shares of Stock to which such Restricted Stock Units relate until and
unless payment with respect to such Restricted Stock Units is actually made in shares
of Stock. The Committee may provide for no deemed accumulation of Dividend Equivalents
or for the deemed accumulation of Dividend Equivalents in cash, with or without
interest, or the deemed reinvestment of Dividend Equivalents in Stock held subject to
the same conditions as the Restricted Stock Unit and/or such other terms and conditions
as the Committee shall determine.

	 
	 	e.	 	Performance Units. A Performance Unit is an Award denominated in cash, the
amount of which may be based on the achievement, over a specified period of time, of
one or more specific goals with respect to performance of the Corporation, a business
unit (which may but need not be a Subsidiary) of the Corporation or the Participant to
whom the Performance Units are granted. The amount that may be paid to any one
Participant with respect to Performance Units shall not exceed $5 million for any one
Performance Period. Performance Units that become payable in accordance with their
terms and conditions shall be paid out in cash, in Stock valued at the Fair Market
Value on the payout date (or at the sole discretion of the Committee, the day
immediately preceding that date) or partly in cash and partly in Stock (as so valued),
as the Committee may determine.





 


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	 	f.	 	Performance Shares. A Performance Share is an Award of a right to receive at a
specified future date an amount based on the Fair Market Value of a specified number of
 shares of Stock on the payout date, subject to such terms and conditions as the
Committee may establish, including but not limited to the achievement, over a specified
period of time, of one or more specific goals with respect to performance of the
Corporation, a business unit (which may but need not be a Subsidiary) of the
Corporation or the Participant to whom the Performance Shares are granted. Performance
Shares that become payable in accordance with their terms and conditions shall be paid
out in Stock, in cash based on the Fair Market Value of the Stock underlying the
Performance Shares on the payout date (or at the sole discretion of the Committee, the
day immediately preceding that date) or partly in cash (as so based) and partly in
Stock, as the Committee may determine. Any person who holds Performance Shares shall
have no ownership interest in any shares of Stock to which such Performance Shares
relate until and unless payment with respect to such Performance Shares is actually
made in shares of Stock.







	 	g.	 	Performance Compensation Awards.







	 	(i)	 	The Committee may, at the time of grant of an Award (other than an
Option or SAR) designate such Award as a “Performance Compensation Award” in order
that such Award constitute qualified performance-based compensation under Code
Section 162(m); provided, however, that no Performance Compensation Award may be
granted to a Prospective Employee or an Employee who on the date of grant is a
leased employee of, or a consultant to, the Corporation or a Subsidiary. With
respect to each such Performance Compensation Award, the Committee shall (on or
before the 90th day of the applicable Performance Period or such other
period as may be required by Code Section 162(m)) establish, in writing, a
Performance Period, Performance Measure(s), Performance Goal(s) and Performance
Formula(s). Once established for a Performance Period, such items shall not be
amended or otherwise modified if and to the extent such amendment or modification
would cause the compensation payable pursuant to the Award to fail to constitute
qualified performance-based compensation under Code Section 162(m).

	 
	 	(ii)	 	A Participant shall be eligible to receive payment in respect of a
Performance Compensation Award only to the extent that the Performance Goal(s) for
that Award are achieved and the Performance Formula as applied against such
Performance Goal(s) determines that all or some portion of such Participant’s Award
has been earned for the Performance Period. As soon as practicable after the close
of each Performance Period, the Committee shall review and determine whether, and
to what extent, the Performance Goal(s) for the Performance Period have been
achieved and, if so, determine the amount of the Performance Compensation Award
earned by the Participant for such Performance Period based upon such Participant’s
Performance Formula. The Committee shall then determine the actual amount of the
Performance Compensation Award to be paid to the Participant and, in so doing, may
in its sole discretion decrease, but not increase, the amount of the Award
otherwise payable to the Participant based upon such performance. The maximum
Performance Compensation Award for any one Participant for any one Performance
Period shall be determined in accordance with Sections 4(e) and 5(g), as
applicable.





 


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	 	h.	 	Deferrals. The Committee may require or permit Participants to defer the
issuance or vesting of shares of Stock or the settlement of Awards under such rules and
procedures as it may establish under the Plan. The Committee may also provide that
deferred settlements include the payment or crediting of interest on the deferral
amounts or the payment or crediting of Dividend Equivalents on deferred settlements in
 shares of Stock. Notwithstanding the foregoing, no deferral will be permitted if it
will result in the Plan becoming an “employee pension benefit plan” under Section 3(2)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is
not otherwise exempt under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. In
addition, notwithstanding the foregoing, it is the intent of the Corporation that any
deferral made under this Section 4(h) shall (A) satisfy the requirements for exemption
under Section 409A or (B) satisfy the requirements of Section 409A.







	 	i.	 	Other Section 409A Provisions. In addition to the provisions related to the
deferral of Awards under the Plan set forth in Section 4(h) and notwithstanding any
other provision of the Plan to the contrary, the following provisions shall apply to
Awards:







	 	(i)	 	To the extent not otherwise set forth in the Plan, it is the intent of
the Corporation that the Award Agreement for each Award shall set forth (or shall
incorporate by reference to the Corporation’s Deferred Compensation Plan) such
terms and conditions as are necessary to (A) satisfy the requirements for exemption
under Section 409A or (B) satisfy the requirements of Section 409A.

	 
	 	(ii)	 	Without limiting the generality of the foregoing, it is the intent of
the Corporation that any payment of dividends on Restricted Stock or any payment of
Dividend Equivalents on Restricted Stock Units shall (A) satisfy the requirements
for exemption under Section 409A or (B) satisfy the requirements of Section 409A,
including without limitation, to the extent necessary, the establishment of a
separate written arrangement providing for the payment of such dividends or
Dividend Equivalents.

	 
	 	(iii)	 	Notwithstanding any other provision of the Plan to the contrary, the
Corporation makes no representation that the Plan or any Award will be exempt from
or comply with Section 409A and makes no undertaking to preclude Section 409A from
applying to the Plan or any Award.

	 
	 	(iv)	 	Notwithstanding any other provision of the Plan to the contrary, in the
case of any Award that is subject to and not exempt from Section 409A, (i) all
references to “Change of Control” (other than the references in Section
10(a)(ii)(x)) shall instead refer to “Change of Control that constitutes a “Section
409A Change of Control”, (ii) all references to “retirement” shall instead refer
to “retirement that constitutes a Separation from Service”, and (iii) all
references to a Participant’s employment being terminated shall instead be to the
Participant’s Separation from Service.






Section 5: Stock Available under Plan





	 	a.	 	Subject to the adjustment provisions of Section 9 and the provisions of this
Section 5, the aggregate number of shares of Stock available for delivery pursuant to
the Plan shall be 8.1 million plus any shares of Stock remaining available for delivery
pursuant to the Prior Plan as of the date of approval of the Plan by the Corporation’s
shareowners, of which no more than 1.8 million shares of Stock may be available for
delivery pursuant to Awards granted in any form provided for under the Plan other than
Options or SARs. In addition, subject to the adjustment provisions of Section 9, (i)
no more than 1.8 million shares of Stock shall be granted in the form of Restricted
Stock or delivered in payment of Restricted Stock Units or Performance Shares; and (ii)
SARs shall be granted with respect to no more than 100,000 shares of Stock.





 


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	 	b.	 	For purposes of this Section 5, if an Award (other than a Dividend Equivalent)
is denominated in shares of Stock, the number of shares of Stock covered by such Award,
or to which such Award relates (or in the case of Restricted Stock Units or Performance
Shares, the maximum number of shares of Stock deliverable pursuant thereto), shall be
counted on the date of grant of such Award against the aggregate number of shares of
Stock available for delivery pursuant to the Plan.

	 
	 	c.	 	For purposes of this Section 5, Dividend Equivalents denominated in shares of
Stock, dividends on Restricted Stock receivable in shares of Stock and Awards not
denominated, but potentially payable, in shares of Stock shall be counted against the
aggregate number of shares of Stock available for delivery pursuant to the Plan in such
amount and at such time as the Dividend Equivalents, dividends and such Awards are
settled in shares of Stock.

	 
	 	d.	 	For purposes of this Section 5, notwithstanding anything herein to the
contrary, Awards that operate in tandem with (whether granted simultaneously with or at
a different time from), or that are substituted for, other Awards or awards granted
under the Prior Plan may only be counted once against the aggregate number of shares
available for delivery pursuant to the Plan, and the Committee shall adopt procedures,
as it deems appropriate, in order to avoid double counting.

	 
	 	e.	 	For purposes of this Section 5, notwithstanding anything herein to the contrary
(other than as provided in the following sentence), (i) any shares of Stock covered by
or related to Awards or awards granted under the Prior Plan that terminate by
expiration, forfeiture, cancellation, or otherwise without the issuance or delivery of
such shares of Stock, are settled in cash in lieu of shares of Stock, or are exchanged
with the Committee’s permission, prior to the issuance of shares of Stock, for Awards
not involving shares of Stock, shall be available again for delivery pursuant to the
Plan and (ii) with respect to any Award described in Section 5(b), upon exercise,
settlement or payment thereof with shares of Stock in an amount less than the number of
 shares of Stock counted on the date of grant against the aggregate number of shares of
Stock available for delivery pursuant to the Plan, a number of shares of Stock equal to
such deficit shall be available again on the date of such exercise, settlement or
payment for delivery pursuant to the Plan. Notwithstanding the foregoing, (x) shares
of Stock that are delivered to or withheld by the Corporation to pay all or any portion
of the exercise price or withholding taxes under Awards or awards granted under the
Prior Plan shall not be made available again for delivery pursuant to the Plan and (y)
there shall be no adjustment to the number of shares of Stock available for delivery
pursuant to the Plan upon the exercise or settlement of SARs in whole or in part in
 shares of Stock, regardless of the number of shares of stock issued or delivered in
connection with such exercise or settlement.

	 
	 	f.	 	For purposes of this Section 5, any shares of Stock that are delivered by the
Corporation, and any Awards that are granted by, or become obligations of, the
Corporation, through the assumption by the Corporation or a Subsidiary of, or in
substitution for, outstanding awards previously granted by an acquired company, shall
not be counted against the aggregate number of shares of Stock available for delivery
pursuant to the Plan.





 


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	 	g.	 	Subject to the adjustment provisions of Section 9, no single Participant shall
receive Awards, in any fiscal year of the Corporation, in the form of (i) Options or
SARs that
would result in the number of shares of Stock that relate to Options, SARs and options
to purchase Stock or stock appreciation rights under any other plan of the Corporation
or a Subsidiary granted to such Participant during such fiscal year exceeding 650,000
shares; and (ii) Restricted Stock, Restricted Stock Units or Performance Shares that
would result in the number of shares of Stock granted as Restricted Stock, deliverable
in payment of Restricted Stock Units or Performance Shares granted and granted as
restricted stock or deliverable in payment of restricted stock units or performance
 shares granted under any other plan or program of the Corporation or a Subsidiary to
such Participant during such fiscal year exceeding 250,000 shares.

	 
	 	h.	 	The Stock that may be delivered on grant, exercise or settlement of an Award
under the Plan may consist, in whole or in part, of shares held in treasury or
authorized but unissued shares. At all times the Corporation will reserve and keep
available a sufficient number of shares of Stock to satisfy the requirements of all
outstanding Awards made under the Plan.






Section 6: Award Agreements



Each Award under the Plan shall be evidenced by an Award Agreement. Each Award Agreement shall set
forth the terms and conditions applicable to the Award, including but not limited to (i) provisions
for the time at which the Award becomes exercisable or otherwise vests; (ii) provisions for the
treatment of the Award in the event of the termination of a Participant’s status as an Employee;
(iii) any special provisions applicable in the event of an occurrence of a Change of Control, as
determined by the Committee consistent with the provisions of the Plan; and (iv) in the Committee’s
sole discretion, any additional provisions as may be necessary to (A) satisfy the requirements for
exemption under Section 409A or (B) satisfy the requirements of Section 409A.




Section 7: Amendment and Termination



The Board of Directors may at any time amend, suspend or terminate the Plan, in whole or in part;
provided, however, that, without the approval of the shareowners of the Corporation, no such action
shall (i) increase the number of shares of Stock available for delivery pursuant to the Plan as set
forth in Section 5 (other than adjustments pursuant to Section 9), (ii) change the class of persons
eligible to participate in the Plan, (iii) amend Section 4(a)(v) to allow for accelerated
exercisability of Awards of Options described in such clause, (iv) amend Section 4(b)(iv) to allow
for accelerated exercisability of Awards of SARs described in such clause, (v) amend the second
sentence of Section 4(c) to allow for accelerated lapses of restrictions on Awards of Restricted
Stock described in such sentence, (vi) amend the second sentence of Section 4(d) to allow for
accelerated payouts of Awards of Restricted Stock Units described in such sentence, or (vii)
materially increase the benefits accruing to Participants under the Plan, or otherwise be effective
to the extent that such approval is necessary to comply with any tax or regulatory requirement
applicable to the Plan, including applicable requirements of the New York Stock Exchange; and
provided, further, that, subject to Section 9, no such action shall impair the rights of any holder
of an Award without the holder’s consent. The Committee may, subject to the Plan, at any time alter
or amend any or all Award Agreements to the extent permitted by applicable law; provided, however,
that, subject to Section 9, (A) no such alteration or amendment shall impair the rights of any
holder of an Award without the holder’s consent and (B) without the approval of the shareowners of
the Corporation, no such alteration or amendment shall accelerate (x) the exercisability of an
Award of Options or SARs, (y) the lapse of restrictions on an Award of Restricted Stock or (z) the
payout of an Award of Restricted Stock Units, Performance Units or Performance Shares, except, in
each case described in this clause (B), in the event of death, disability, retirement or a Change
of Control. Notwithstanding the foregoing, neither the Board of Directors nor the Committee shall (except pursuant to
Section 9) amend the Plan or any Award Agreement to reprice any Option or SAR whose exercise price is above
the then Fair Market Value of the Stock subject to the Award, whether by decreasing the exercise
price, canceling the Award and granting a substitute Award, repurchasing the Award for cash, or
otherwise.



 


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Section 8: Administration





	 	a.	 	The Plan and all Awards shall be administered by the Committee.

	 
	 	b.	 	Any member of the Committee who, at the time of any proposed grant of one or
more Awards, is not both an “outside director” as defined for purposes of Code Section
162(m) and a “Non-Employee Director” as defined in Rule 16b-3(b)(3)(i) under the
Exchange Act shall abstain from and take no part in the Committee’s action on the
proposed grant.

	 
	 	c.	 	The Committee shall have full and complete authority, in its sole and absolute
discretion, (i) to exercise all of the powers granted to it under the Plan, (ii) to
construe, interpret and implement the Plan and any related document, (iii) to
prescribe, amend and rescind rules relating to the Plan, (iv) to make all
determinations necessary or advisable in administering the Plan, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in the Plan. The actions
and determinations of the Committee on all matters relating to the Plan and any Awards
will be final and conclusive. The Committee’s determinations under the Plan need not be
uniform and may be made by it selectively among Employees or Prospective Employees who
receive, or who are eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated.

	 
	 	d.	 	The Committee and others to whom the Committee has delegated such duties shall
keep a record of all their proceedings and actions and shall maintain all such books of
account, records and other data as shall be necessary for the proper administration of
the Plan.

	 
	 	e.	 	The Corporation shall pay all reasonable expenses of administering the Plan,
including but not limited to the payment of professional fees.

	 
	 	f.	 	It is the intent of the Corporation that the Plan and Awards hereunder satisfy,
and be interpreted in a manner that satisfy: (i) in the case of Participants who are or
may be Executive Officers, the applicable requirements of Rule 16b-3 under the Exchange
Act, so that such persons will be entitled to the benefits of Rule 16b-3, or other
exemptive rules under Section 16 of the Exchange Act, and will not be subjected to
avoidable liability under Section 16(b) of the Exchange Act; (ii) in the case of
Performance Compensation Awards to Covered Employees, the applicable requirements of
Code Section 162(m); and (iii) either the requirements for exemption under Section 409A
or the requirements of Section 409A. If any provision of the Plan or of any Award
Agreement would otherwise frustrate or conflict with the intent expressed in this
Section 8(f), that provision to the extent possible shall be interpreted and deemed
amended so as to avoid such conflict. To the extent of any remaining irreconcilable
conflict with such intent and to the extent legally permitted, such provision shall be
deemed void as to the applicable Participant.

	 
	 	g.	 	The Committee may appoint such accountants, counsel, and other experts as it
deems necessary or desirable in connection with the administration of the Plan.





 


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	 	h.	 	The Committee may delegate, and revoke the delegation of, all or any portion of
its authority and powers under the Plan to the Chief Executive Officer of the
Corporation, except that the Committee may not delegate any discretionary authority
with respect to Awards granted to the Chief Executive Officer of the Corporation or
substantive decisions or functions regarding the Plan or Awards to the extent
inconsistent with the intent expressed in Section 8(f) or to the extent prohibited by
applicable law.






Section 9: Adjustment Provisions





	 	a.	 	In the event of any change in or affecting the outstanding shares of Stock by
reason of a stock dividend or split, merger or consolidation (whether or not the
Corporation 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, the Board of Directors shall make such
amendments to the Plan and outstanding Awards and Award Agreements and make such
equitable and other adjustments and take such actions thereunder as are applicable
under the circumstances. Such equitable adjustments as they relate to outstanding
Awards shall be required to ensure that the intrinsic value of each outstanding Award
immediately after any of the aforementioned events is equal to the intrinsic value of
each outstanding Award immediately prior to any of such aforementioned events. Such
amendments, adjustments and actions shall include, without limitation, as applicable,
changes in the number of shares of Stock then remaining available for delivery pursuant
to the Plan, the maximum number of shares of Stock that may be granted or delivered as
or in payment of Awards to any single Participant pursuant to the Plan, including those
that are then covered by outstanding Awards, the number of shares of Stock subject to
outstanding Awards, the Option exercise price under outstanding Options and the SAR
grant price under outstanding SARs, and accelerating the vesting of outstanding Awards.

	 
	 	b.	 	The existence of the Plan and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Board of Directors or the shareowners of
the Corporation to make or authorize any adjustment, recapitalization, reorganization
or other change in its capital structure, any merger or consolidation of the
Corporation, any issue of bonds, debentures, preferred or prior preference stock ahead
of or affecting the Stock or the rights thereof, the dissolution or liquidation of the
Corporation or any sale or transfer of all or any part of its assets or business, any
dividend of Stock, cash, securities or other property, or any other corporate act or
proceeding.






Section 10: Miscellaneous





	 	a.	 	Change of Control. Except as otherwise determined by the Committee at the time
of the grant of an Award, and except as is necessary to satisfy the requirements for
exemption under Section 409A or the requirements of Section 409A:







	 	(i)	 	in the case of all Awards (other than Awards granted to Executive
Officers after February 2, 2010), upon a Change of Control, all outstanding Options
and SARs will become vested and exercisable; all restrictions on Restricted Stock
will lapse; all performance goals applicable to Awards will be deemed achieved at
levels determined by the Committee and all other terms and conditions met; all
Performance Units, Restricted Stock Units and Performance Shares will be paid out
as promptly as practicable; and all other Awards will be delivered or paid; and





 


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	 	(ii)	 	in the case of Awards granted to Executive Officers after February 2,
2010, (x) if (A) a Change of Control occurs, (B) all such Awards 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 the Executive Officer’s employment is terminated
(1) by reason of death or disability, (2) by the Executive Officer for a Change of
Control Good Reason or (3) by the Corporation other than for Cause or (y) if (A) a
Change of Control occurs and (B) all such Awards that are outstanding are not
assumed or substituted with comparable awards by the successor corporation in such
Change of Control or its parent corporation, all outstanding Options and SARs (and,
in the case of clause (x), any substituted awards of options or stock appreciation
rights) will become vested and exercisable; all restrictions on Restricted Stock
(and, in the case of clause (x), any substituted awards of restricted stock) will
lapse; all performance goals applicable to Awards (and, in the case of clause (x),
any substituted awards) will be deemed achieved at levels determined by the
Committee and all other terms and conditions met; all Performance Units, Restricted
Stock Units and Performance Shares (and, in the case of clause (x), any substituted
awards of performance units, restricted stock units or performance shares) will be
paid out as promptly as practicable; and all other Awards (and, in the case of
clause (x), any other substituted awards) will be delivered or paid.







Notwithstanding the foregoing, in the case of any Award that is subject to and not
exempt from Section 409A, any payment of amounts or delivery of shares under such Awards
will be paid promptly and in any event within ninety (90) days of such Change of Control
in the case of subclauses (i) and (ii)(y) above and within ninety (90) days of the
Participant’s Separation from Service in the case of clause (ii)(x) above.




	 	b.	 	Nonassignability. Except as otherwise provided by the Committee, no Award shall
be assignable or transferable except by will or by the laws of descent and
distribution; provided, however, that under no circumstances shall an Award be
transferrable for value or consideration to the Participant.

	 
	 	c.	 	Other Payments or Awards. Nothing contained in the Plan shall be deemed in any
way to limit or restrict the Corporation or a Subsidiary from making any award or
payment to any person under any other plan, arrangement or understanding, whether now
existing or hereafter in effect.

	 
	 	d.	 	Payments to Other Persons. If payments are legally required to be made to any
person other than the person to whom any payment is provided to be made under the Plan,
then payments shall be made accordingly; provided however, to the extent that such
payments would cause an Award to fail to satisfy the requirements for exemption under
Section 409A or the requirements of Section 409A, the Committee may determine in its
sole discretion not to make such payments in such manner. Any such payment shall be a
complete discharge of the liability hereunder.

	 
	 	e.	 	Unfunded Plan. The Plan shall be unfunded. No provision of the Plan or any
Award Agreement shall require the Corporation or a Subsidiary, for the purpose of
satisfying any obligations under the Plan, to purchase assets or place any assets in a
trust or other entity to which contributions are made or otherwise to segregate any
assets, nor shall the Corporation or a Subsidiary maintain separate bank accounts,
books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no rights
under the Plan other than as unsecured general creditors of the Corporation or a Subsidiary,
except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as other
employees under generally applicable law.






 


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	 	f.	 	Limits of Liability. Any liability of the Corporation or a Subsidiary to any
Participant with respect to an Award shall be based solely upon contractual obligations
created by the Plan and the Award Agreement related thereto. Neither the Corporation or
its Subsidiaries, nor any member of the Board of Directors or of the Committee, nor any
other person participating in any determination of any question under the Plan, or in
the interpretation, administration or application of the Plan, shall have any liability
to any party for any action taken, or not taken, in good faith under the Plan.

	 
	 	g.	 	Rights of Employees and Prospective Employees. Status as an eligible Employee
or Prospective Employee shall not be construed as a commitment that any Award shall be
made under the Plan to such eligible Employee or Prospective Employee or to eligible
Employees or Prospective Employees generally. Nothing contained in the Plan or in any
Award Agreement shall confer upon any Employee or Prospective Employee any right to
continue in the employ or other service of the Corporation or a Subsidiary or
constitute any contract of employment or limit in any way the right of the Corporation
or a Subsidiary to change such person’s compensation or other benefits or to terminate
the employment or other service of such person with or without cause. A transfer of an
Employee from the Corporation to a Subsidiary, or vice versa, or from one Subsidiary to
another, and a leave of absence, duly authorized by the Corporation, shall not be
deemed a termination of employment or other service; provided, however, that, to the
extent that Section 409A is applicable to an Award, Section 409A’s definition of
“separation of service”, to the extent contradictory, may apply to determine when a
Participant becomes entitled to a distribution upon termination of employment.

	 
	 	h.	 	Rights as a Shareowner. A Participant shall have no rights as a shareowner with
respect to any Stock covered by an Award until the date the Participant becomes the
holder of record thereof. Except as provided in Section 9, no adjustment shall be made
for dividends or other rights, unless the Award Agreement specifically requires such
adjustment.

	 
	 	i.	 	Withholding. Applicable taxes, to the extent required by law, shall be withheld
in respect of all Awards. A Participant may satisfy the withholding obligation by
paying the amount of any taxes in cash or, with the approval of the Committee, shares
of Stock may be delivered to the Corporation or deducted from the payment to satisfy
the obligation in full or in part. The amount of the withholding and the number of
 shares of Stock to be delivered to the Corporation or deducted in satisfaction of the
withholding requirement shall be determined by the Corporation with reference to the
Fair Market Value of the Stock when the withholding is required to be made; provided,
however, that the amount of withholding to be paid in respect of Options exercised
through the cashless method in which shares of Stock for which the Options are
exercised are immediately sold may be determined by reference to the price at which
said shares are sold. The Corporation shall have no obligation to deliver any Stock
pursuant to the grant or settlement of any Award until it has been reimbursed for all
required withholding taxes.

	 
	 	j.	 	Section Headings. The section headings contained herein are for the purpose of
convenience only, and in the event of any conflict, the text of the Plan, rather than
the section headings, shall control.





 


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	 	k.	 	Construction. In interpreting the Plan, the masculine gender shall include the
feminine, the neuter gender shall include the masculine or feminine, and the singular
shall include the plural unless the context clearly indicates otherwise. Any reference
to a statutory provision or a rule under a statute shall be deemed a reference to that
provision or any successor provision unless the context clearly indicates otherwise.

	 
	 	l.	 	Invalidity. If any term or provision contained herein or in any Award Agreement
shall to any extent be invalid or unenforceable, such term or provision will be
reformed so that it is valid, and such invalidity or unenforceability shall not affect
any other provision or part thereof.

	 
	 	m.	 	Applicable Law. The Plan, the Award Agreements and all actions taken hereunder
or thereunder shall be governed by, and construed in accordance with, the laws of the
State of Delaware without regard to the conflict of law principles thereof.

	 
	 	n.	 	Compliance with Laws. Notwithstanding anything contained in the Plan or in any
Award Agreement to the contrary, the Corporation shall not be required to sell, issue
or deliver shares of Stock hereunder or thereunder if the sale, issuance or delivery
thereof would constitute a violation by the Participant or the Corporation of any
provisions of any law or regulation of any governmental authority or any national
securities exchange; and as a condition of any sale or issuance the Corporation may
require such agreements or undertakings, if any, as the Corporation may deem necessary
or advisable to assure compliance with any such law or regulation.

	 
	 	o.	 	Supplementary Plans. The Committee may authorize supplementary plans applicable
to Employees or Prospective Employees subject to the tax laws of one or more countries
other than the United States and providing for the grant of Non-Qualified Stock
Options, SARs, Restricted Stock, Restricted Stock Units, Performance Units or
Performance Shares to such Employees or Prospective Employees on terms and conditions,
consistent with the Plan, determined by the Committee, which may differ from the terms
and conditions of other Awards pursuant to the Plan for the purpose of complying with
the conditions for qualification of Awards for favorable treatment under foreign tax
laws. Notwithstanding any other provision hereof, Options granted under any
supplementary plan shall include provisions that conform with Sections 4(a)(i), (ii)
and (iii); SARs granted under any supplementary plan shall include provisions that
conform with Section 4(b); Restricted Stock granted under any supplementary plan shall
include provisions that conform with Section 4(c); Restricted Stock Units granted under
any supplementary plan shall include provisions that conform with Section 4(d);
Performance Units granted under any supplementary plan shall include provisions that
conform with Section 4(e) and Performance Shares granted under any supplementary plan
shall include provisions that conform with Section 4(f).

	 
	 	p.	 	Effective Date and Term. The Plan was adopted by the Board of Directors on
December 5, 2007 and will become effective upon approval by the Corporation’s
shareowners. The Plan shall remain in effect until all Awards under the Plan have been
exercised or terminated under the terms of the Plan and applicable Award Agreements;
provided, however, that Awards under the Plan may be granted only within ten (10) years
from the effective date of the Plan.







 


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