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EXHIBIT 10-l-1
ROCKWELL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
To: ▇. ▇. ▇▇▇▇▇, ▇▇.
In accordance with a determination of the Compensation and Management
Development Committee (the Committee) of the Board of Directors of Rockwell
International Corporation (Rockwell) applying the Corporation's policy, as set
forth in resolutions adopted by the Committee on July 6, 1994 entitled
"Compensation Deferral," as modified by resolutions adopted by the Committee
today entitled "Modify Section 162(m) Policy and Approve Form of Restricted
Stock" (the Section 162(m) Policy), 14,166 shares (Restricted Shares) of Common
Stock of Rockwell have been granted to you as Restricted Stock in payment of
the aggregate amount of $734,861.25, which is the excess over the sum of the
limitation of Section 162(m)(1) of the Internal Revenue Code, as amended, and
the Relocation Payments (as defined in the Section 162(m) Policy) of the base
salary, incentive awards and other compensation constituting "applicable
employee remuneration" for purposes of such Section 162(m) due you that has
been deferred pursuant to the Section 162(m) Policy.
These Restricted Shares have been granted to you today upon the
following terms and conditions:
1. Earnings of Restricted Shares
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(a) If (i) you shall continue as an employee of the Corporation
until 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 of the Corporation; 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 the preceding clause (a)(i)); or
(iii) a "change of control" (as defined for purposes of Article III,
Section 15(l)(1) of the Corporation's By-Laws) shall have occurred;
then you shall be deemed to have fully earned all the Restricted Shares
subject to this agreement.
(b) If your employment by the Corporation terminates prior to
the January 1 immediately following your attainment of age 62 (or the
later age prescribed pursuant to clause (a)(i) of this paragraph), 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 or the Committee shall determine, in its sole discretion,
that your earlier retirement from service with the Corporation is in
the best interests of the Corporation.
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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 until you shall have earned the Restricted
Shares in accordance with the provisions of paragraph 1. To facilitate
implementation of the provisions of this agreement, you undertake to
sign and deposit with the Corporation's Office of the Secretary a Stock
Transfer Power in the form of Attachment 1 hereto with respect to the
Restricted Shares and any stock Dividends thereon.
3. Dividends and Voting Rights
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Notwithstanding the retention by the Corporation of
certificates 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 in accordance with paragraph 2, unless and until such
shares have been forfeited in accordance with paragraph 5.
4. Delivery of Earned Restricted Shares
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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.
5. Forfeiture of Unearned Restricted Shares
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Notwithstanding any other provision of this agreement, (a) if
you shall make an effective election pursuant to Section 83(b) of the
Internal Revenue Code, as amended, with respect to the Restricted
Shares or any Stock Dividends; or (b) 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 Stock
Dividends, then being held by the Corporation 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
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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.
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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 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 the 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
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This 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: /s/ ▇. ▇. ▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇
Senior Vice President & Special Counsel
Attachment 1 - Stock Transfer Power
Dated: December 6, 1995
Agreed to this 6th day of December, 1995
/s/ ▇. ▇. ▇▇▇▇▇, ▇▇.
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▇. ▇. ▇▇▇▇▇, ▇▇.
Address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Social Security No.: ###-##-####
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Attachment I
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, ▇▇▇ ▇. ▇▇▇▇▇, ▇▇., hereby sell, assign and
transfer unto Rockwell International Corporation (i) the __________ shares (the
Shares) of the Common Stock of Rockwell International Corporation (▇▇▇▇▇▇▇▇)
standing in my name on the books of ▇▇▇▇▇▇▇▇ represented by Certificate
No. ____________ herewith, granted to me on December 6, 1995, as Restricted
Stock as deferred payment of certain compensation earned during the
Corporation's fiscal year ended September 30, 1995, 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 6, 1995 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 6, 1995
____________________________
(Signature)
WITNESS:
____________________________ ____________________________
(Signature)
