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EXHIBIT 10-c-5
ROCKWELL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
To:
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In accordance with the Directors Stock Plan (the Plan), as amended, of
Rockwell International Corporation (the Corporation) and your election pursuant
thereto dated November 21, 1999, shares of Common Stock of the Corporation
have been granted to you today as restricted stock in lieu of the retainer fees
payable to you on January 3, 2000 in respect of your service on the Board of
Directors (the Board) of the Corporation and the Board Committees on which you
serve. The number of shares granted was calculated in accordance with the Plan
by valuing the shares at the closing price on the New York Stock Exchange --
Composite Transactions (Closing Price) on January 3, 2000. Additional shares
shall be granted to you as restricted stock pursuant to the Plan and resolutions
adopted by the Board of Directors of the Corporation on September 1, 1999 as
follows:
(i) On February 2, 2000, shares in respect of your continuing
service on the Board of Directors; and
(ii) On April 3, 2000, July 3, 2000, and October 2, 2000, in lieu of the
retainer fees otherwise payable to you on those respective dates in
respect of your service on the Board and Committees thereof on which
you serve, the number of shares whose value (based on the Closing Price
on those respective dates) equals the amount of retainer fees then
otherwise payable to you; and
In this Restricted Stock Agreement, the shares granted today and to be granted
on the respective future dates set forth above, are collectively called
Restricted Shares.
The Restricted Shares have been or will be granted to you upon the
following terms and conditions:
1. Earning of Restricted Shares
(a) If (i) you shall continue as a director of the Corporation
until you retire from the Board under the Board's retirement policy; or
(ii) you shall resign from the Board or cease to be a director of the
Corporation by reason of the antitrust laws, compliance with the
Corporation's conflict of interest policies, death or disability, or
(iii) a Change of Control as defined in Article III, Section 13(I)(1)
of the Corporation's By-Laws (or any successor provision) shall occur,
then you shall be deemed to have fully earned all the Restricted Shares
subject to this Restricted Stock Agreement.
(b) If you resign from the Board or cease to be a director of
the Corporation for any other reason, you shall be deemed not to have
earned any of the Restricted Shares and shall have no further rights
with respect thereto unless the Board of Directors shall determine, in
its sole discretion, that you have resigned from the Board or ceased to
be a director by reason of circumstances that the Board determines not
to be adverse to the best interests of the Corporation.
2. 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 Common Stock, other securities of the Corporation
or securities of another entity (Stock Dividends) shall be delivered to
and held by the Corporation, or shall be registered in book entry form
subject to the Corporation's instructions, until you shall have earned
the Restricted Shares in accordance with the provisions of paragraph 1.
To facilitate implementation of the provisions of this Restricted Stock
Agreement, you undertake to sign and deposit with the Corporation's
Office of the Secretary (a) a Stock Transfer Power in the form of
Attachment 1 hereto with respect to the Restricted Shares and any Stock
Dividends thereon and (b) such other documents appropriate to
effectuate the purpose and intent of this Restricted Stock Agreement as
the Corporation may reasonably request from time to time.
3. Dividends and Voting Rights
Notwithstanding the retention by the Corporation 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, you
shall be entitled to receive any dividends that may be paid in cash on,
and to vote, the Restricted Shares and any Stock Dividends held by the
Corporation (or subject to its instructions) in accordance with
paragraph 2, unless and until such shares have been forfeited in
accordance with paragraph 5.
4. Delivery of Earned Restricted Shares
As promptly as practicable after you shall have been deemed to have
earned the Restricted Shares in accordance with paragraph 1, the
Corporation shall deliver to you (or in the event of your death, to
your estate or any person who acquires your interest in the Restricted
Shares by bequest or inheritance) the Restricted Shares, together with
any Stock Dividends then held by the Corporation (or subject to its
instructions).
5. Forfeiture of Unearned Restricted Shares
Notwithstanding any other provision of this Restricted Stock Agreement,
if at any time it shall become impossible for you to earn any of the
Restricted Shares in accordance with this Restricted Stock Agreement,
all the Restricted Shares, together with any Stock Dividends, then
being held by the Corporation (or subject to its instructions) in
accordance with paragraph 2 shall be forfeited, and you shall have no
further rights of any kind or nature with respect thereto. Upon any
such forfeiture, the Restricted Shares, together with any Stock
Dividends, shall be transferred to Rockwell.
6. Transferability
This grant is not transferable by you otherwise than by will or by the
laws of descent and distribution, and the Restricted Shares and any
Stock Dividends shall be deliverable, during your lifetime, only to
you.
7. Withholding
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The Corporation shall have the right, in connection with the delivery
of the Restricted Shares and any Stock Dividends subject to this
Restricted Stock Agreement, (i) to deduct from any payment otherwise
due by the Corporation to you or any other person receiving delivery of
the Restricted Shares and any Stock Dividends an amount equal to any
taxes required to be withheld by law with respect to such delivery,
(ii) to require you or any other person receiving such delivery to pay
to it an amount sufficient to provide for any such taxes so required to
be withheld or (iii) to sell such number of the Restricted Shares and
any Stock Dividends as may be necessary so that the net proceeds of
such sale shall be an amount sufficient to provide for any such taxes
so required to be withheld.
8. Applicable Law
This Restricted Stock Agreement and the Corporation's obligation to
deliver Restricted Shares and any Stock Dividends hereunder shall be
governed by and construed and enforced in accordance with the laws of
Delaware and the Federal law of the United States.
ROCKWELL INTERNATIONAL CORPORATION
By:
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Xxxxxxx X. Xxxxxx, Xx.
Senior Vice President, General Counsel
and Secretary
Attachment 1 - Stock Transfer Power
Dated: January 3, 2000
Agreed to as of the 3rd day of January, 2000
Address:
Social Security No.:
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Attachment 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, , hereby sell, assign and transfer unto
Rockwell International Corporation (i) the shares (the Granted Shares) of the
Common Stock of Rockwell International Corporation (the Corporation) standing in
my name on the books of the Corporation evidenced by book entry dated January 3,
2000, granted to me on that date as Restricted Shares pursuant to the
Corporation's Directors Stock Plan, as amended; (ii) the additional shares
(together with the Granted Shares, the Shares) of the Common Stock of the
Corporation to be granted to me on February 2, 2000, April 3, 2000, July 3, 2000
and October 2, 2000 as Restricted Shares pursuant to the Corporation's Directors
Stock Plan, as amended, and to be registered in my name on the books of the
Corporation and evidenced by book entries dated those respective dates; and
(iii) any additional shares of the Corporation's Common Stock, other securities
issued by the Corporation or securities of another entity (Stock Dividends)
distributed, paid or payable on or in respect of the Shares and Stock Dividends
during the period the Shares and Stock Dividends are held by the Corporation
pursuant to a certain Restricted Stock Agreement dated January 3, 2000, with
respect to the Shares; and I do hereby irrevocably constitute and appoint
, attorney with full power of substitution in the
premises to transfer the Shares on the books of the Corporation.
Dated: January, 2000
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(Signature)
WITNESS:
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ROCKWELL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
To:
In accordance with Section 6 of the Directors Stock Plan, as amended,
of Rockwell International Corporation (the Corporation) and your election
pursuant thereto dated , 400 shares (Restricted Shares) of Common
Stock of the Corporation have been granted to you today as restricted stock in
respect of your continuing service as a director of the Corporation.
These Restricted Shares have been granted to you today upon the
following terms and conditions:
1. Earning of Restricted Shares
(a) If (i) you shall continue as a director of the Corporation
until you retire from the Board of Directors (the Board) of the
Corporation under the Board's retirement policy; or (ii) you shall
resign from the Board or cease to be a director of the Corporation by
reason of the antitrust laws, compliance with the Corporation's
conflict of interest policies, death or disability; or (iii) a Change
of Control as defined in Article III, Section 13(I)(1) of Rockwell's
By-Laws (or any successor provision) shall occur, then you shall be
deemed to have fully earned all the Restricted Shares subject to this
Restricted Stock Agreement.
(b) If you resign from the Board or cease to be a director of
the Corporation for any other reason, you shall be deemed not to have
earned any of the Restricted Shares and shall have no further rights
with respect thereto unless the Board of Directors shall determine, in
its sole discretion, that you have resigned from the Board or ceased to
be a director by reason of circumstances that the Board determines not
to be adverse to the best interests of the Corporation.
2. Retention of Certificates for Restricted Shares
Certificates for the Restricted Shares and any dividends or
distributions thereon or in respect thereof that may be paid in
additional shares of Common Stock, other securities of the Corporation
or securities of another entity (Stock Dividends) shall be delivered to
and held by the Corporation, or shall be registered in book entry form
subject to the Corporation's instructions, until you shall have earned
the Restricted Shares in accordance with the provisions of paragraph 1.
To facilitate implementation of the provisions of this Restricted Stock
Agreement, you undertake to sign and deposit with the Corporation's
Office of the Secretary (a) a Stock Transfer Power in the form of
Attachment 1 hereto with respect to the Restricted Shares and any Stock
Dividends thereon and (b) such other documents appropriate to
effectuate the purpose and intent of
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this Restricted Stock Agreement as the Corporation may reasonably
request from time to time.
3. Dividends and Voting Rights
Notwithstanding the retention by the Corporation 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, you
shall be entitled to receive any dividends that may be paid in cash on,
and to vote, the Restricted Shares and any Stock Dividends held by the
Corporation (or subject to its instructions) in accordance with
paragraph 2, unless and until such shares have been forfeited in
accordance with paragraph 5.
4. Delivery of Earned Restricted Shares
As promptly as practicable after you shall have been deemed to have
earned the Restricted Shares in accordance with paragraph 1, the
Corporation shall deliver to you (or in the event of your death, to
your estate or any person who acquires your interest in the Restricted
Shares by bequest or inheritance) the Restricted Shares, together with
any Stock Dividends then held by the Corporation (or subject to its
instructions).
5. Forfeiture of Unearned Restricted Shares
Notwithstanding any other provision of this Restricted Stock Agreement,
if at any time it shall become impossible for you to earn any of the
Restricted Shares in accordance with this Restricted Stock Agreement,
all the Restricted Shares, together with any Stock Dividends, then
being held by the Corporation (or subject to its instructions) in
accordance with paragraph 2 shall be forfeited, and you shall have no
further rights of any kind or nature with respect thereto. Upon any
such forfeiture, the Restricted Shares, together with any Stock
Dividends, shall be transferred to Rockwell.
6. Transferability
This grant is not transferable by you otherwise than by will or by the
laws of descent and distribution, and the Restricted Shares and any
Stock Dividends shall be deliverable, during your lifetime, only to
you.
7. Withholding
The Corporation shall have the right, in connection with the delivery
of the Restricted Shares and any Stock Dividends subject to this
Restricted Stock Agreement, (i) to deduct from any payment otherwise
due by the Corporation to you or any other person receiving delivery of
the Restricted Shares and any Stock Dividends an amount equal to any
taxes required to be withheld by law with respect to such delivery,
(ii) to require you or any other person receiving such delivery to pay
to it an amount sufficient to provide for any such taxes so required to
be withheld or (iii) to sell such number of the Restricted Shares and
any Stock Dividends as may be necessary so that the net proceeds of
such sale shall be an amount sufficient to provide for any such taxes
so required to be withheld.
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8. Applicable Law
This Restricted Stock Agreement and the Corporation's obligation to
deliver Restricted Shares and any Stock Dividends hereunder shall be
governed by and construed and enforced in accordance with the laws of
Delaware and the Federal law of the United States.
ROCKWELL INTERNATIONAL CORPORATION
By:
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X. X. Xxxxxx, Xx.
Senior Vice President, General Counsel
and Secretary
Attachment 1 - Stock Transfer Power
Dated:
Agreed to this day of .
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Address:
Social Security No.:
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Attachment 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, , hereby sell, assign and transfer unto
Rockwell International Corporation (i) the 400 shares (the Shares) of the Common
Stock of Rockwell International Corporation (the Corporation) standing in my
name on the books of the Corporation evidenced by book entry dated ,
granted to me on that date as Restricted Shares pursuant to the Corporation's
Directors Stock Plan, as amended, and (ii) any additional shares of the
Corporation's Common Stock, other securities issued by the Corporation or
securities of another entity (Stock Dividends) distributed, paid or payable on
or in respect of the Shares and Stock Dividends during the period the Shares and
Stock Dividends are held by the Corporation pursuant to a certain Restricted
Stock Agreement dated , with respect to the Shares; and I do hereby
irrevocably constitute and appoint , attorney with full
power of substitution in the premises to transfer the Shares on the books of the
Corporation.
Dated:
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(Signature)
WITNESS:
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