FORM OF RESTRICTED STOCK AGREEMENT



 




Exhibit 10-c-14



ROCKWELL AUTOMATION, INC.



RESTRICTED STOCK AGREEMENT




To:



     
In accordance with Section 8(a)(i) of the
2003 Directors Stock Plan (the “Plan”), Rockwell
Automation, Inc. (the “Corporation”) has transferred
to you as of October 1, 2003,
                              
shares of Common Stock of the Corporation (the “Restricted
Shares”) representing $27,000 of the annual retainer as
compensation for your service on the Board for the period from
October 1, 2003 through September 30, 2004, with the
number of Restricted Shares determined by dividing $27,000 by
the closing price on the New York Stock Exchange —
Composite Transactions on that date and rounding up to the next
higher whole number, on and subject to the following terms and
conditions:



 


		
	1.	
    Earning of Restricted Shares



     
(a) If (i) you shall continue as a
director of the Corporation until you retire from the Board
under the Board’s retirement policy; or (ii) you shall
resign from the Board or cease to be a director of the
Corporation by reason of the antitrust laws, compliance with the
Corporation’s conflict of interest policies, death or
disability, or (iii) a Change of Control as defined in
Article III, Section 13 (I)(1) of the
Corporation’s By-Laws (or any successor provision) shall
occur, then you shall be deemed to have fully earned all the
Restricted Shares subject to this Restricted Stock Agreement.



     
(b) If you resign from the Board or cease to
be a director of the Corporation for any other reason, you shall
be deemed not to have earned any of the Restricted Shares and
shall have no further rights with respect to them unless the
Board of Directors shall determine, in its sole discretion, that
you have resigned from the Board or ceased to be a director by
reason of circumstances that the Board determines not to be
adverse to the best interests of the Corporation.



 


		
	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, other
securities of the Corporation or securities of another entity
(“Stock Dividends”) shall be delivered to and held by
the Corporation, or shall be registered in book entry form
subject to the Corporation’s instructions, until you shall
have earned the Restricted Shares in accordance with the
provisions of paragraph 1. To facilitate implementation of
the provisions of this Restricted Stock Agreement, you undertake
to sign and deposit with the Corporation’s Office of the
Secretary such documents appropriate to effectuate the purpose
and intent of this Restricted Stock Agreement as the Corporation
may reasonably request from time to time.



 


		
	3.	
    Dividends and Voting Rights



     
Notwithstanding the retention by the Corporation
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 the
Corporation (or subject to its instructions) in accordance with
paragraph 2, unless and until such shares have been forfeited in
accordance with paragraph 5.



 


		
	4.	
    Delivery of Earned Restricted Shares



     
As promptly as practicable after you shall have
been deemed to have earned the Restricted Shares in accordance
with paragraph 1, the Corporation 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) the Restricted Shares, together with any Stock
Dividends then held by the Corporation (or subject to its
instructions).










 



 


		
	5.	
    Forfeiture of Unearned Restricted
    Shares



     
Notwithstanding any other provision of this
Restricted Stock Agreement, if at any time it shall become
impossible for you to earn any of the Restricted Shares in
accordance with this Restricted Stock Agreement, all the
Restricted Shares, together with any Stock Dividends, then being
held by the Corporation (or subject to its instructions) in
accordance with paragraph 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 the
Corporation.



 


		
	6.	
    Transferability



     
The Restricted Shares and any Stock Dividends are
not transferable by you otherwise than by will or by the laws of
descent and distribution and shall be deliverable, during your
lifetime, only to you.



 


		
	7.	
    Withholding



     
The Corporation shall have the right, in
connection with the delivery of the Restricted Shares and any
Stock Dividends subject to this Restricted Stock Agreement,
(i) to deduct from any payment otherwise due by the
Corporation 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.



 


		
	8.	
    Applicable Law



     
This Restricted Stock Agreement and the
Corporation’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.
    
	 
	 	
    Senior Vice President,
    
	 	
    General Counsel and Secretary
    





Dated: October 1, 2003




Agreed to as of the 1st day of October, 2003










Signature





Address:



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