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Exhibit 10(c)7
ROCKWELL INTERNATIONAL CORPORATION
1995 LONG-TERM INCENTIVES PLAN
RESTRICTED STOCK AGREEMENT
TO: X. X. XXXXXX, XX.
In accordance with Section 7 of the 1995 Long-Term Incentives Plan, as
amended (the Plan), of Rockwell International Corporation (Rockwell), 4,000
shares (Restricted Shares) of Common Stock of Rockwell have been granted to you
today as restricted stock 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.
1. Restricted Period; Earning of Restricted Shares
(a) The Restricted Period applicable to the Restricted Shares shall
end on the January 1 immediately following your attainment of age 62 or
such later age (not more than age 67) to which the Committee shall from
time to time have requested, prior to your attainment of age 62 (or such
later age as to which it shall have previously requested), that you remain
in service as an Employee.
(b) If (i) you shall continue as an Employee throughout the Restricted
Period; or (ii) you shall die or suffer a disability that shall continue
for a continuous period of at least six months prior to your attainment of
age 62 (or the later age prescribed pursuant to paragraph (a) of this
Section); (iii) you shall retire after December 8, 1997 under a retirement
plan of the Corporation at or after attaining age 62 or accumulating 85
points (or fulfilling such other criteria as may be required for an
unreduced early retirement benefit) for purposes of the applicable
retirement plan; or (iv) a "Change of Control" (as defined for purposes of
Article III, Section 13(I)(1) of Rockwell's By-Laws) shall have occurred
and the Board of Directors shall not have determined prior thereto that the
restrictions on the Restricted Shares should continue notwithstanding the
occurrence thereof; then you shall be deemed to have fully earned all the
Restricted Shares subject to this Agreement.
(c) If you cease to be an Employee prior to satisfaction of any of the
conditions set forth in paragraph (b) 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 Dividends (as
hereinafter defined) thereon, or any other proceeds thereof.
2. Retention of Certificates for Restricted Shares and Dividends
Certificates for the Restricted Shares and any dividends or distributions
thereon or in respect thereof (Dividends), whether in cash or otherwise
(including but not limited to additional shares of Common Stock or other
securities of Rockwell or securities of
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another entity, any such shares or other securities being collectively
referred to herein as Stock Dividends), shall be delivered to and held by
Rockwell, or shall be registered in book entry form subject to Rockwell'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's Office of the Secretary (i) a Stock Transfer Power in the form
of ATTACHMENT 1 hereto with respect to the Restricted Shares and any Stock
Dividends thereon; (ii) a Dividend Order in the form of ATTACHMENT 2 hereto
with respect to dividends (whether payable in cash or as Stock Dividends)
or other distributions on the Restricted Shares; and (iii) such other
documents appropriate to effectuate the purpose and intent of this
Restricted Stock Agreement as Rockwell may reasonably request from time to
time.
3. Voting Rights
Notwithstanding the retention by Rockwell 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 vote
the Restricted Shares and any Stock Dividends held by Rockwell (or subject
to its instructions) in accordance with Section 2, unless and until such
shares have been forfeited in accordance with Section 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 Section 1, Rockwell 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 Dividends then held by Rockwell
(or subject to its instructions) and interest on the amount of Dividends
paid in cash as provided in Section 7(b) of the Plan.
5. Forfeiture of Unearned Restricted Shares and Dividends
Notwithstanding any other provision of this Agreement, if at any time it
shall become impossible for you to earn any of the Restricted Shares in
accordance with this Agreement, all the Restricted Shares, together with
any Dividends, then being held by Rockwell (or subject to its instructions)
in accordance with Section 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 Dividends, shall be
transferred to Rockwell.
6. Adjustments
If there shall be any change in or affecting Shares on account of any
merger, consolidation, reorganization, recapitalization, reclassification,
stock dividend, stock split or combination, or other distribution to
holders of Shares (other than a cash dividend), there shall be made or
taken such amendments to this Agreement or the Restricted Shares as the
Board of Directors may deem appropriate under the circumstances.
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7. 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 Dividends
shall be deliverable, during your lifetime, only to you.
8. Withholding
Rockwell shall have the right, in connection with the delivery of the
Restricted Shares and any Dividends (and interest thereon) subject to this
Agreement, (i) to deduct from any payment otherwise due by Rockwell to you
or any other person receiving delivery of the Restricted Shares and any
Dividends (and interest thereon) 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.
9. Applicable Law
This Agreement and Rockwell'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 /s/ J.R. Stone
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Attachment 1 - Stock Transfer Power
Dated: December 6, 1996
Agreed to this 6th day of December, 1996
/s/ X.X. Xxxxxx, Xx.
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X. X. Xxxxxx, Xx.
Address: 0000 Xxxxx xxx Xxx
Xxxxx Xxxxxx Xxxxxxx, XX 00000
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 (Rockwell) (i) the 4,000 shares (the
Shares) of the Common Stock of Xxxxxxxx standing in my name on the books of
Xxxxxxxx evidenced by book entry dated December 9, 1996, granted to me on that
date as Restricted Shares pursuant to Rockwell's 1995 Long-Term Incentives Plan,
as amended, and (ii) any additional shares of Rockwell's Common Stock, other
securities issued by Rockwell 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 Rockwell pursuant
to a certain Restricted Stock Agreement dated December 9, 1996, 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 Rockwell.
Dated: December ___, 1996
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(Signature)
WITNESS:
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ATTACHMENT 2
Send To:
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D I V I D E N D O R D E R
Date:
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Until this order shall be revoked in writing by the undersigned with the written
consent of the Secretary or an Assistant Secretary of Rockwell International
Corporation, please comply with the following instructions with respect to the
payment of all dividends or other distributions on all shares of Common Stock of
Rockwell International Corporation:
REGISTERED AS FOLLOWS: X. X. Xxxxxx, Xx.
x/x Xxxxxx xx xxx Xxxxxxxxx, Xxxx 0000
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Tax Identification No.: ###-##-####
Account Key:
DIVIDEND CHECKS and all rights, stock dividends, notices and other
communications (other than proxy statements and proxies) pertaining to the above
account are to be payable to and mailed as follows:
Office of the Secretary, Room 1402
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
All proxy statements, proxies and related materials pertaining to the above
account are to be mailed to the undersigned at the following address:
X. X. Xxxxxx, Xx.
0000 Xxxxx xxx Xxx
Xxxxx Xxxxxx Xxxxxxx, XX 00000
THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS:
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SIGNATURE(S) GUARANTEED:
ROCKWELL INTERNATIONAL CORPORATION
By:
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Assistant Secretary
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