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ROCKWELL AUTOMATION, INC. 2000 LONG-TERM INCENTIVES PLAN PERFORMANCE SHARE AGREEMENT

Performance Unit Award Agreement

ROCKWELL AUTOMATION, INC.  2000 LONG-TERM INCENTIVES PLAN  PERFORMANCE SHARE AGREEMENT | Document Parties: ROCKWELL  AUTOMATION INC You are currently viewing:
This Performance Unit Award Agreement involves

ROCKWELL AUTOMATION INC

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Title: ROCKWELL AUTOMATION, INC. 2000 LONG-TERM INCENTIVES PLAN PERFORMANCE SHARE AGREEMENT
Date: 11/4/2005
Industry: Electronic Instr. and Controls     Sector: Technology

ROCKWELL AUTOMATION, INC.  2000 LONG-TERM INCENTIVES PLAN  PERFORMANCE SHARE AGREEMENT, Parties: rockwell  automation inc
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Exhibit 10.1

ROCKWELL AUTOMATION, INC.

2000 LONG-TERM INCENTIVES PLAN

PERFORMANCE SHARE AGREEMENT

To: ________________

               In accordance with Section 4(e) of the 2000 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 the third anniversary of the date hereof (the “Performance Share Period”).

                      (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 promptly following the end of the Performance Share Period 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) 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 following such Change in Control the Performance Share Payout in accordance with Section 1(f) of this Agreement.

                      (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)     For purposes of this Section 1, if you are placed on salary continuation status in connection with your separation from Rockwell Automation, you will be treated as not having terminated your employment with Rockwell Automation until the last date on which you receive salary continuation payments from Rockwell Automation, at which time your employment by Rockwell Automation will be deemed terminated.

                      (f)     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 Change in Control 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


 
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