Exhibit 10.3
[Date]
To:
«Full_Legal_Name»
We are pleased to notify you that
you have been granted the following stock options (the
“Options”) under the Rockwell Automation, Inc. 2008
Long-Term Incentives Plan (the “Plan”):
The Options are granted under and
may be exercised only upon the terms and conditions of this Stock
Option Agreement, subject in all respects to the provisions of the
Plan, as it may be amended. The enclosed Stock Option Terms and
Conditions are incorporated in and are part of this Stock Option
Agreement. Other terms and conditions are substantially the same as
any options previously granted.
All option holders must activate an
account with our stock option administrator, Charles Schwab, in
order to exercise their stock options. There is no cost to open or
maintain this account. If you already have a Schwab account, you
need not open another. Please note that if you fail to activate an
account with Schwab, you will experience unnecessary delays in the
exercise of your options. If you have questions regarding your
account, please call Charles Schwab’s Customer Service Center
at (877) 804-3529. You can also find account information at
http://scs.schwab.com/rockwell.
In partial consideration for the
grant of the Options to you, you undertake and agree by your
acceptance of this Stock Option Agreement that
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(a)
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during your employment with the
Corporation or a Subsidiary (as such terms are defined in the Plan)
and for two years after the date of your retirement or other
termination of such employment, you shall not (i) directly or
indirectly, except with the approval of the Corporation, engage or
otherwise participate in any business that is competitive with any
significant line of business of the Corporation or any of its
Subsidiaries (otherwise than through ownership of not more than 5%
of the voting securities of any such competitive business); or
(ii) solicit or induce, or cause any other person or entity to
solicit, any employee of the Corporation or any of its Subsidiaries
to leave his or her employment with the Corporation or any of its
Subsidiaries to accept employment or other engagement with any
other person or entity; and
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(b)
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in the event that you breach this
undertaking, in addition to any and all other remedies the
Corporation may have, (i) the Corporation shall have the right
to determine by written notice to you that any of the Options then
outstanding shall immediately lapse and cease to be exercisable;
and (ii) you agree to pay the Corporation upon written demand
the amount of the excess of the Fair Market Value (as defined in
the Plan) of any shares of Stock (as defined in the Plan) you
acquired upon exercise of any of the Options (other than Options
exercised more than two years before the date of your retirement or
other termination of employment) over the exercise price for such
Stock.
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If a Change of Control (as defined in the Plan)
shall occur, however, the foregoing provisions (a) and
(b) shall immediately terminate as of, and shall not limit
your activities after, the date of such Change of
Control.
A copy of the Plan and the Plan
Prospectus are enclosed. Please carefully read the enclosed
documents and retain them for future reference.
The Options will lapse and be of no
effect if a copy of this Stock Option Agreement, properly signed by
you, is not received by the Corporate Compensation Department at
the following address on or before [date] , unless Rockwell
Automation (in its sole discretion) elects in writing to extend
that date:
Rockwell Automation, Inc.
Mail Stop: W-8S28
Corporate Compensation
1201 South Second Street
Milwaukee, WI 53204
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Agreed to:
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ROCKWELL AUTOMATION,
INC.
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Date:
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By:
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Employee Signature
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Douglas M. Hagerman
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Senior Vice President,
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Employee ID:
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General Counsel and
Secretary
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Enclosures
2
[Date]
To:
«Full_Legal_Name»
We are pleased to notify you that
you have been granted the following stock options (the
“Options”) under the Rockwell Automation, Inc. 2008
Long-Term Incentives Plan (the “Plan”):
The Options are granted under and
may be exercised only upon the terms and conditions of this Stock
Option Agreement, subject in all respects to the provisions of the
Plan, as it may be amended. The enclosed Stock Option Terms and
Conditions are incorporated in and are part of this Stock Option
Agreement. Other terms and conditions are substantially the same as
any options previously granted.
All option holders must activate an
account with our stock option administrator, Charles Schwab, in
order to exercise their stock options. There is no cost to open or
maintain this account. If you already have a Schwab account, you
need not open another. Please note that if you fail to activate an
account with Schwab, you will experience unnecessary delays in the
exercise of your options. If you have not previously received
options, instructions for opening a Schwab account on-line are
provided. You can also find account information at
http://scs.schwab.com/rockwell.
In partial consideration for the
grant of the Options to you, you undertake and agree by your
acceptance of this Stock Option Agreement that
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(c)
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during your employment with the
Corporation or a Subsidiary (as such terms are defined in the Plan)
and for two years after the date of your retirement or other
termination of such employment, you shall not (i) directly or
indirectly, except with the approval of the Corporation, engage or
otherwise participate in any business that is competitive with any
significant line of business of the Corporation or any of its
Subsidiaries (otherwise than through ownership of not more than 5%
of the voting securities of any such competitive business); or
(ii) solicit or induce, or cause any other person or entity to
solicit, any employee of the Corporation or any of its Subsidiaries
to leave his or her employment with the Corporation or any of its
Subsidiaries to accept employment or other engagement with any
other person or entity; and
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(d)
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in the event that you breach this
undertaking, in addition to any and all other remedies the
Corporation may have, (i) the Corporation shall have the right
to determine by written notice to you that any of the Options then
outstanding shall immediately lapse and cease to be exercisable;
and (ii) you agree to pay the Corporation upon written demand
the amount of the excess of the Fair Market Value (as defined in
the Plan) of any shares of Stock (as defined in the Plan) you
acquired upon exercise of any of the Options (other than Options
exercised more than two years before the date of your retirement or
other termination of employment) over the exercise price for such
Stock.
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If a Change of Control (as defined in the Plan)
shall occur, however, the foregoing provisions (a) and
(b) shall immediately terminate as of, and shall not limit
your activities after, the date of such Change of
Control.
A copy of the Plan and the Plan
Prospectus are provided. Please carefully read the enclosed
documents and retain them for future reference.
The Options will lapse and be of no
effect if a copy of this Stock Option Agreement, properly signed by
you, is not received by the Corporate Compensation Department at
the following address on or before [date] , unless Rockwell
Automation (in its sole discretion) elects in writing to extend
that date:
Rockwell Automation, Inc.
Mail Stop: W-8S28
Corporate Compensation
1201 South Second Street
Milwaukee, WI 53204
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Agreed to:
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ROCKWELL AUTOMATION,
INC.
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Date:
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By:
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Employee Signature
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Douglas M. Hagerman
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Senior Vice President,
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Employee ID:
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General Counsel and
Secretary
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Enclosures
4
ROCKWELL AUTOMATION,
INC.
2008 LONG-TERM INCENTIVES
PLAN
STOCK OPTION TERMS AND
CONDITIONS
[grant date]
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1.
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Definitions
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As used in these Stock Option
Terms and Conditions, the following words and phrases shall have
the respective meanings ascribed to them below unless the context
in which any of them is used clearly indicates a contrary
meaning:
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(a)
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Change of
Control : Change of
Control shall have the same meaning as such term has in the
Plan.
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(b)
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Charles
Schwab : Charles
Schwab & Co., Inc., the stock option administrator whom
Rockwell Automation has engaged to administer and process all
Option exercises.
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(c)
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Corporation
: Rockwell Automation and its
Subsidiaries (as such term is defined in the Plan).
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(d)
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Customer Service
Center : Charles
Schwab’s Customer Service Center that is used to facilitate
Option transactions. Contact Charles Schwab at (877)
804-3529.
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(e)
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Exercise Request and
Attestation Form :
The form attached as Exhibit 1 or any other form accepted by
Charles Schwab in connection with the use of already-owned shares
to pay all or part of the exercise price for the Option Stock to be
purchased on exercise of any of the Options.
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(f)
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Notice of Exercise
Form : The form
attached as Exhibit 2 or any other form accepted by the Secretary
of Rockwell Automation in his sole discretion.
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(g)
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Options
: The stock option or stock options
listed in the first paragraph of the Stock Option Agreement dated
[grant date] to which these Stock Option Terms and Conditions are
attached.
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(h)
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Option Stock
: The Stock issuable or transferable
on exercise of the Options.
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(i)
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Plan
: Rockwell Automation’s 2008
Long-Term Incentives Plan, as such Plan may be amended and in
effect at the relevant time.
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(j)
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Rockwell
Automation : Rockwell
Automation, Inc., a Delaware corporation, and any successor
thereto.
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(k)
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Stock
: Stock shall have the same meaning
as such term has in the Plan.
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(l)
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Stock Option
Agreement : These
Stock Option Terms and Conditions together with the Stock Option
Agreement dated [grant date] to which they are attached.
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2.
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When Options May be
Exercised
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The Options may be exercised, in
whole or in part (but only for a whole number of shares of Stock)
and at one time or from time to time, as to one-third (rounded to
the nearest whole number) of the Option Stock granted as
nonqualified stock options (NQs) and incentive stock options (ISOs)
during the period beginning on [first anniversary of grant date]
and ending on [tenth anniversary of grant date], as to an
additional one-third (rounded to the nearest whole number) of the
Option Stock granted as NQs and ISOs during the period beginning on
[second anniversary of grant date] and ending on [tenth anniversary
of grant date], and as to the balance of the Option Stock granted
as NQs and ISOs during the period beginning on [third anniversary
of grant date] and ending on [tenth anniversary of grant date], and
only during those periods, provided that :
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(a)
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if you die while an Employee (as
defined in the Plan), your estate, or any person who acquires the
Options by bequest or inheritance, may exercise all the Options not
theretofore exercised within (and only within) the period beginning
on your date of death (even if you die before you have become
entitled to exercise all or any part of the Options) and ending
three years thereafter; and
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(b)
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if your employment by the
Corporation terminates other than by death, then:
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(i)
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if your retirement or other
termination date is before [first anniversary of grant date], the
Options shall lapse on your retirement or other termination and may
not be exercised at any time;
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(ii)
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if your employment by the
Corporation is terminated for cause, as determined by the Committee
(as defined in the Plan), the Options shall expire immediately upon
notification of your termination and may not be exercised
thereafter;
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(iii)
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if your employment by the
Corporation terminates on or after [first anniversary of grant
date] by reason of your retirement under a retirement plan of
Rockwell Automation, or under a retirement plan of a subsidiary or
affiliate of Rockwell Automation, and if you immediately begin
either to receive pension payments under any such retirement plan
or to receive retiree medical benefits, you (or if you die after
your retirement date, your estate or any person who acquires the
Options by bequest or inheritance) may thereafter exercise the
Options within (and only within) the period starting on the date
you would otherwise have become entitled to exercise the part of
the Options so exercised and ending on the fifth anniversary of
your retirement date; and
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(iv)
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if your employment by the
Corporation terminates on or after [first anniversary of grant
date] for any reason not specified in subparagraph (a) or in
clauses (ii) or (iii) of this subparagraph (b), you (or if you die
after your termination date, your estate or any person who acquires
the Options by bequest or inheritance) may thereafter exercise the
Options within (and only within) the period ending three months
after your termination date but only to the extent they were
exercisable on your termination date.
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For purposes of this Section 2,
if you are placed on salary continuation status in connection with
your separation from the Corporation, you will be treated as not
having terminated your employment with the Corporation until the
last date on which you receive salary continuation payments from
the Corporation, at which time your employment by the Corporation
will be deemed terminated.
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In no event shall the provisions
of the foregoing subparagraphs (a) and (b) extend to a date after
[tenth anniversary of grant date], the period during which the
Options may be exercised.
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Notwithstanding any other
provision of this Agreement, if a Change of Control shall occur,
then all Options then outstanding pursuant to this Agreement shall
forthwith become fully exercisable whether or not then otherwise
exercisable in accordance with their terms.
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3.
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Exercise
Procedure
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(a)
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To exercise all or any part of
the Options, you (or after your death, your estate or any person
who has acquired the Options by bequest or inheritance) must first
obtain authorization from Rockwell Automation’s Office of the
Secretary by submitting a Notice of Exercise Form to Rockwell
Automation’s Office of the Secretary (Attention: Stock Option
Administration; facsimile number (414) 382-4013) or by other means
acceptable to the Secretary of Rockwell Automation, and then
contact the stock option administrator, Charles Schwab, by using
the Customer Service Center as follows:
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(i)
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contact the Customer Service
Center by calling (877) 804-3529, Monday through Friday 9 a.m. to 9
p.m., ET, and follow the instructions provided;
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(ii)
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the Customer Service Center
confirms the Option transaction;
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(iii)
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full payment of the exercise
price for the Option Stock to be purchased on exercise of the
Options may be made:
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by check (wire) to your Charles
Schwab account; or
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in already-owned Stock;
or
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in a combination of check (wire)
to your Charles Schwab account and Stock; or
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by authorizing Charles Schwab or
a third party approved by Rockwell Automation to sell the Stock (or
a sufficient portion of the Stock) acquired upon exercise of the
Options; and
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(iv)
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in the case of an exercise of the
Options by any person other than you seeking to exercise the
Options, such documents as Charles Schwab or the Secretary of
Rockwell Automation shall require to establish to their
satisfaction that the person seeking to exercise the Options is
entitled to do so.
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(b)
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An exercise of the whole or any
part of the Options shall be effective:
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(i)
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if you elect (or after your
death, the person entitled to exercise the Options elects) to pay
the exercise price for the Option Stock entirely by check (wire),
upon (A) completion of your transaction by using the Customer
Service Center and full payment of the exercise price and
withholding taxes (if applicable) are received by Charles Schwab
within three (3) business days following the exercise; and (B)
receipt of any documents required pursuant to Section 3(a)(iv)
herein; and
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(ii)
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if you elect (or after your
death, the person entitled to exercise the Options elects) to pay
the exercise price of the Option Stock in Stock or in a combination
of Stock and check, upon (A) completion of your transaction by
using the Customer Service Center and full payment of the exercise
price (as described in Section 3(d) herein) and withholding taxes
(if applicable) are received by Charles Schwab within three (3)
business days following the exercise; and (B) receipt of any
documents required pursuant to Section 3(a)(iv) herein.
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(c)
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If you choose (or after your
death, the person entitled to exercise the Options chooses) to pay
the exercise price for the Option Stock to be purchased on exercise
of any of the Options entirely by check, payment must be made
by:
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delivering to Charles Schwab a
check (wire) in the full amount of the exercise price of such
Option Stock; or
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arranging with a stockbroker,
bank or other financial institution to deliver to Charles Schwab
full payment, by check or (if prior arrangements are made with
Charles Schwab) by wire transfer, of the exercise price of such
Option Stock.
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