Exhibit 10.2
ROCKWELL AUTOMATION,
INC.
DIRECTORS DEFERRED COMPENSATION
PLAN
The purpose of the Directors
Deferred Compensation Plan (the Plan) is to permit non-employee
directors of Rockwell Automation, Inc. (Rockwell Automation) to
defer receipt of all or a part of their director retainer fees paid
in cash.
The Plan was established pursuant to
and set forth in a resolution adopted by the Board of Directors
(the Board) of Rockwell Automation on December 4,
1996.
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a.
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The Plan was amended and restated
effective as of November 5, 2008 to comply with
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations and other guidance promulgated thereunder
(Section 409A) with respect to deferred retainer fees that were not
earned and vested as of December 31, 2004 and any interest
deemed credited thereon (Post-2004 Deferrals).
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b.
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Amounts deferred under the Plan
that were earned and vested as of December 31, 2004 and any
earnings deemed credited thereon (Grandfathered Deferrals) are not
intended to be subject to Section 409A.
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c.
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Notwithstanding any other
provision of the Plan, Rockwell Automation makes no representation
that the Plan or any amount deferred under the Plan will be exempt
from or comply with Section 409A and makes no undertaking to
preclude Section 409A from applying to the Plan or any amount
deferred under the Plan.
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Participants in the Plan shall
consist of directors of Rockwell Automation who are not employees
of Rockwell Automation or any of its subsidiaries (Non-Employee
Directors). The term “subsidiary” as used in the Plan
means a corporation more than 50% of the voting stock of which, or
an unincorporated business entity more than 50% of the equity
interest in which, will at the time be owned directly or indirectly
by Rockwell Automation.
Each Non-Employee Director may elect
to defer all or a portion of the retainer fees paid in cash which
such Non-Employee Director is otherwise entitled to receive from
Rockwell Automation for Board, committee or other service for the
following year. Any such election with respect to Post-2004
Deferrals shall:
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a.
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Be made on a form approved by and
filed with the Office of the Secretary of Rockwell
Automation;
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b.
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Except as otherwise provided in
Section 5.c. of the Plan, be made no later than
December 31 of the year immediately preceding the year in
which such retainer fees are earned;
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c.
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For each Non-Employee Director
who is first elected to the Board after the first day of a calendar
year, be made no later than 30 days after the date such
Non-Employee Director first becomes eligible to participate in the
Plan (or any plan of a similar type for purposes of
Section 409A) and must relate only to retainer fees for the
period after the date of such election;
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d.
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Specify the percentage of
retainer fees to be deferred in one percent increments;
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e.
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Specify the time and form of
payment of the deferred retainer fees in a manner consistent with
the requirements of Section 6 of the Plan; and
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f.
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Be irrevocable except as
otherwise provided in Section 7 of the Plan.
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6.
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Payment of Deferred
Amounts .
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a.
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Permissible Payment
Events . Any Post-2004
Deferrals made pursuant to Section 5 of the Plan shall be paid
only upon (1) the date or dates specified by the Non-Employee
Director pursuant to an election made in accordance with
Section 5 of the Plan, (2) if so elected in accordance
with Section 5 of the Plan, upon the Non-Employee
Director’s retirement, resignation or other cessation of
service as a member of the Board, provided that such retirement,
resignation or other cessation of service constitutes a
“separation from service” within the meaning of
Section 409A (Separation from Service) or (3) a
“change of control” that meets the requirements of
Section 409 (Change of Control), after
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