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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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