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Exhibit 10(e)
ROCKWELL INTERNATIONAL CORPORATION
1995 LONG-TERM INCENTIVES PLAN
RESTRICTED STOCK AGREEMENT
To:
In accordance with Section 7 of the 1995 Long-Term Incentives Plan, as
amended (the Plan), of Rockwell International Corporation (Rockwell), _______
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 another entity, any such shares or
other securities being collectively referred to
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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
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Attachment 1 - Stock Transfer Power
Dated: December , 1996
Agreed to this ____ day of December, 1996
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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 (Rockwell) (i) the _______
shares (the Shares) of the Common Stock of Rockwell standing in my name on
the books of Rockwell 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:
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c/o Office of the Secretary, Room 1402
625 Liberty Avenue
Pittsburgh, PA 15222
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
625 Liberty Avenue
Pittsburgh, PA 15222
All proxy statements, proxies and related materials pertaining to the above
account are to be mailed to the undersigned at the following address:
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