COPY OF RESTRICTED STOCK AGREEMENT



 




Exhibit 10.1




ROCKWELL AUTOMATION, INC.




2000 LONG-TERM INCENTIVES PLAN, AS AMENDED




RESTRICTED STOCK AGREEMENT




To:   James V. Gelly




     In accordance with Section 4(c) of the Rockwell Automation, Inc. 2000
Long-Term Incentives Plan, as amended (the Plan), 5,000 shares (Restricted
Shares) of Common Stock of Rockwell Automation, Inc. (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) If you shall continue as an Employee from the date hereof until
January 5, 2007, 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 January 5, 2007; 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 January 5, 2007;
then you shall be deemed to have fully earned all the Restricted Shares
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 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, 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 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




     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.





 








 




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 AUTOMATION, INC.
	 	 	 	 	 
	 	 	By: /s/ William J. Calise, Jr.
	 	 	 	 	 
	 	 	 	 	 
	 	 	William J. Calise, Jr.
	 	 	Senior Vice President,
	 	 	General Counsel and Secretary






Dated: January 5, 2004




Agreed to this  7th  day of January, 2004.




	 	 	 
	/s/ J. V. Gelly


James V. Gelly