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Exhibit 10.2
ROCKWELL AUTOMATION, INC.
2000 LONG-TERM INCENTIVES PLAN, AS
AMENDED
RESTRICTED STOCK AGREEMENT
To: _____________
In
accordance with Section 4(c) of the Rockwell Automation, Inc. 2000
Long-Term Incentives Plan, as amended (the Plan), ________
shares (Restricted Shares) of Stock (as defined in the Plan) of
Rockwell Automation, Inc. (Rockwell Automation) have been granted
to you, effective November 7, 2005, as Restricted Stock (as defined
in the Plan) upon the terms and conditions of this Restricted Stock
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.
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1.
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Earning of
Restricted Shares
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(a)
If you shall continue as an Employee from the date hereof until
November 7, 2008, then you shall be deemed to have fully earned all
the Restricted Shares subject to this Agreement.
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(b)
If (i) you shall die or suffer a disability 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 November 7,
2008; or (ii) 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 November 7, 2008;
then you shall be deemed to have fully earned all the Restricted
Shares subject to this Agreement.
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(c)
If your employment by Rockwell Automation terminates on or after
the first anniversary of the date hereof and prior to November 7,
2008 by reason of your retirement under a retirement plan of
Rockwell Automation, then you shall be deemed to have fully earned
a prorated portion of the Restricted Shares subject to this
Agreement equal to the number of Restricted Shares subject to this
Agreement, multiplied by the percentage of days in the three-year
period ended November 7, 2008 during which you were an
Employee.
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(d)
If you cease to be an Employee prior to satisfaction of any of the
conditions set forth in paragraph (a), (b) or (c) of this Section,
you shall be deemed not to have earned any of the Restricted Shares
and shall have no further rights with respect to the Restricted
Shares or any Stock Dividends (as hereinafter defined).
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2.
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Retention of
Certificates for Restricted Shares
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Certificates
for the Restricted Shares and any dividends or distributions
thereon or in respect thereof that may be paid in additional shares
of Stock or other securities of Rockwell Automation or securities
of another entity (Stock Dividends), shall be delivered to and held
by Rockwell Automation, or shall be registered in book entry form
subject to Rockwell Automation’s instructions, until you
shall have earned the Restricted Shares in accordance with the
provisions of Section 1. To facilitate implementation of the
provisions of this Agreement, you undertake to sign and deposit
with Rockwell Automation’s Office of the Secretary such
documents appropriate to effectuate the purpose and intent of this
Restricted Stock Agreement as Rockwell Automation may reasonably
request from time to time.
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3.
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Dividends
and Voting Rights
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Notwithstanding
the retention by Rockwell Automation 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, unless and
until such shares have been forfeited in accordance with Section 5,
you shall be entitled to receive any divi
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