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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW ROCKWELL INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(TO BE CHANGED TO ROCKWELL INTERNATIONAL CORPORATION)
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<S> <C>
Delaware 25-1797617
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2201 Seal Beach Boulevard 90740-8250
Seal Beach, California (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
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ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR REPRESENTED HOURLY EMPLOYEES
(FULL TITLE OF THE PLAN)
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WILLIAM J. CALISE, JR. Esq.
Senior Vice President, General Counsel and Secretary
New Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 797-5362
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $1 per share
(including the associated
Preferred Share Purchase Rights)
(1)............................... 100,000 shares $58.375(2) $5,837,500(2) $2,013
============================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
Securities Act), based on the average of the high and low "when-issued" trading
prices for the Common Stock on December 5, 1996 as reported in the New York
Stock Exchange--Composite Transactions.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the Commission), are incorporated herein by reference and
made a part hereof:
(a) Proxy Statement-Prospectus dated October 29, 1996, filed (Registration
No. 333-14969) by New Rockwell International Corporation (New Rockwell)
pursuant to Rule 424(b) under the Securities Act.
(b) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), filed by New Rockwell October 30, 1996.
All documents subsequently filed by New Rockwell and the Allen-Bradley
Savings and Investment Plan for Represented Hourly Employees (the Plan) pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
This Item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William J. Calise, Jr., Esq., who has passed upon the legality of any newly
issued Common Stock of New Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of New Rockwell.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec.
102(b)(7) ) and also provides for indemnification of directors, officers,
employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145).
Article IX of New Rockwell's Certificate of Incorporation eliminates, and
the last paragraph of Article Seventh of New Rockwell's Restated Certificate of
Incorporation to be filed with the Secretary of State of the State of Delaware
will eliminate, monetary liability of directors for breach of fiduciary duty as
directors to the extent permitted by Delaware law.
Section 14 of Article III of the By-Laws of New Rockwell provides for the
indemnification of directors and officers of New Rockwell to the extent
permitted by Delaware law. Section 13 of Article III of the New Rockwell By-Laws
and the appendix thereto entitled Procedures for Submission and Determination of
Claims for Indemnification Pursuant to Article III, Section 13 of the By-Laws to
be adopted by New Rockwell will provide, in substance, for the indemnification
of directors, officers, employees and agents of New Rockwell to the extent
permitted by Delaware law.
New Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
In addition, New Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including
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liabilities under the Securities Act, or to contribution with respect to
payments which New Rockwell or such persons may be required to make in respect
thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
ITEM 8. EXHIBITS.
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3-a --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
Registration Statement No. 333-14969, is incorporated herein by reference.
3-b --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement No.
333-14969, is incorporated herein by reference.
4-a --Form of Restated Certificate of Incorporation of New Rockwell to be filed
with the Secretary of State of the State of Delaware, filed as Exhibit 4-a to
Registration Statement No. 333-14969, is incorporated herein by reference.
4-b --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
Exhibit 4-b to Registration Statement No. 333-14969, is incorporated herein
by reference.
4-c --Rights Agreement dated as of November 30, 1996 between New Rockwell and
ChaseMellon Shareholder Services, L.L.C., as rights agent, filed as Exhibit
4-c to Registration Statement No. 333-17031, is incorporated herein by
reference.
4-d-1 --Copy of Allen-Bradley Savings and Investment Plan for Represented Hourly
Employees, amended and restated as of January 1, 1997.
4-d-2 --Copy of Trust Agreement made as of September 30, 1995 between the Savings
Plan Asset Committee of Allen-Bradley Company, Inc. and First Interstate Bank
of California, N.A. (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit
4-d-1 to Registration Statement No. 333-00705, is hereby incorporated by
reference.
4-d-3 --Copy of Trust Agreement dated as of December 1, 1981 between Allen-Bradley
Company, Inc., as successor by merger to Allen-Bradley Company, and Kenneth
W. Krueger, as successor to Gene R. Stevens, Trustee, filed as Exhibit 4-d-2
to Registration Statement No. 333-00705, is hereby incorporated by reference.
4-d-4 --Succession Agreement dated March 25, 1996 among Allen-Bradley Company, Inc.,
Kenneth W. Krueger and NBD Bank, as Successor Trustee of the trust funds
under the Allen-Bradley Savings and Investment Plans, filed as Exhibit 99-a
to the Quarterly Report on Form 10-Q of Rockwell International Corporation
for the quarter ended March 31, 1996, is hereby incorporated by reference.
5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, as to the legality of any newly issued
Common Stock of New Rockwell covered by this Registration Statement.
5-b --In lieu of an opinion concerning compliance with the requirements of the
Employee Retirement Income Security Act of 1974, as amended, or a
determination letter of the Internal Revenue Service (the IRS) that the Plan
is qualified under Section 401 of the Internal Revenue Code, Rockwell hereby
undertakes to submit the Plan and any amendment thereto to the IRS in a
timely manner and to make all changes required by the IRS in order to qualify
the Plan.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
II-6 of this Registration Statement.
23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, contained in his opinion filed as
Exhibit 5-a to this Registration Statement.
23-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
Registration Statement.
24 --Power of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and officers
of New Rockwell.
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ITEM 9. UNDERTAKINGS.
A. New Rockwell hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Commission by New Rockwell pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of New Rockwell's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and each filing of the Plans' annual reports pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
B. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of New
Rockwell pursuant to the foregoing provisions, or otherwise, New Rockwell has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by New Rockwell
of expenses incurred or paid by a director, officer or controlling person of New
Rockwell in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, New Rockwell will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 6TH DAY OF
DECEMBER, 1996.
NEW ROCKWELL INTERNATIONAL
CORPORATION
By /s/ WILLIAM J. CALISE, JR.
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(WILLIAM J. CALISE, JR., SENIOR VICE
PRESIDENT, GENERAL COUNSEL
AND SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 6TH DAY OF DECEMBER, 1996 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
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SIGNATURE TITLE
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DONALD R. BEALL* Chairman of the Board and Chief Executive
Officer (principal executive officer) and
Director
LEW ALLEN, JR.* Director
RICHARD M. BRESSLER* Director
JOHN J. CREEDON* Director
DON H. DAVIS, JR.* Director
JUDITH L. ESTRIN* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President, Finance & Planning and
Chief Financial Officer (principal financial
officer)
LAWRENCE J. KOMATZ* Vice President and Controller
(principal accounting officer)
* By /s/ WILLIAM J. CALISE, JR.
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(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
</TABLE>
** By authority of the power of attorney filed as Exhibit 24.
II-4
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF
CALIFORNIA ON THE 6TH DAY OF DECEMBER, 1996.
ALLEN-BRADLEY SAVINGS AND INVESTMENT
PLAN FOR REPRESENTED HOURLY
EMPLOYEES
By /s/ ALFRED J. SPIGARELLI
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(ALFRED J. SPIGARELLI,
PLAN ADMINISTRATOR)
II-5
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of New Rockwell International Corporation, in respect to the
Allen-Bradley Savings and Investment Plan for Represented Hourly Employees, of
our report dated July 31, 1996 on the consolidated financial statements of
Rockwell International Corporation, our report dated July 31, 1996 on the
financial statements of the Aerospace and Defense Business of Rockwell
International Corporation, and our report dated September 16, 1996 on the
balance sheet of New Rockwell International Corporation, all appearing in the
Proxy Statement-Prospectus which is a part of the Registration Statement No.
333-14969 on Form S-4 of New Rockwell International Corporation.
We also consent to the references to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement and in the Proxy
Statement-Prospectus which is part of the aforementioned Registration Statement
on Form S-4.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
December 6, 1996
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CONSENT OF COUNSEL
The consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, is included in his opinion filed as
Exhibit 5-a hereto.
CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by New Rockwell
International Corporation in respect of the Allen-Bradley Savings and Investment
Plan for Represented Hourly Employees.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
December 6, 1996
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EXHIBIT 4-d-1
ALLEN-BRADLEY
SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
(AMENDED AND RESTATED AS OF JANUARY 1, 1997)
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ALLEN-BRADLEY
SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
(amended and restated as of January 1, 1997)
PREAMBLE
THE PLAN
The Allen-Bradley Company has established the Allen-Bradley Employee Savings
Plan for Represented Hourly Employees (formerly known as the Allen-Bradley
Employee Savings Plan for IAM Union Employees) for certain hourly employees of
the Company effective as of January 1, 1985. The provisions of the Plan, as
amended and restated as of January 1, 1997, are as follows:
PURPOSE
The purpose of the Plan is to encourage and assist employees of the Company who
are members of a collective bargaining unit in adopting a regular savings
program and to help provide security for them upon retirement.
ARTICLE I DEFINITIONS
1.010 "ACCOUNTS" means the Participant's Company Contribution Account,
Compensation Deferral Account, Supplemental Deferral Account, Compensation
Deduction Account and Rollover Accounts, as applicable.
1.020 "ADMINISTRATIVE COMMITTEE" means the committee appointed by the Plan
Committee and assigned power and authority under Sections 2.030 and 6.030.
1.030 "AFFILIATED COMPANY" means Allen-Bradley Company, Inc. and:
(a) Rockwell International Corporation;
<PAGE> 3
(b) any corporation incorporated under the laws of one of the United
States of America of which Allen-Bradley Company, Inc. or Rockwell
owns, directly or indirectly, eighty percent (80%) or more of the
combined voting power of all classes of stock or eighty percent
(80%) or more of the total value of the shares of all classes of
stock (all within the meaning of section 1563 of the Code.);
(c) any partnership or other business entity organized under such laws,
of which Allen-Bradley Company, Inc. or Rockwell owns, directly or
indirectly, eighty percent (80%) or more of the voting power or
eighty percent (80%) or more of the total value (all within the
meaning of section 414(c) of the Code); and
(d) any other company deemed to be an Affiliated Company by the Board of
Directors of Rockwell.
1.040 "AVERAGE CONTRIBUTION PERCENTAGE" for each group of Participants
with contribution elections under Section 2.020(a)(ii) shall in each case be
the average of the percent ages, calculated separately for each Participant in
such group, which percentage, for any Plan Year, is equal to the sum of (a) and
(b), divided by (c):
(a) the amount the Participant has elected to contribute pursuant to
Section 2.020(a)(ii);
(b) the amount of Company Contributions payable to the Participant's
Company Contribution Account in respect of his or her elections
under Section 2.020(a);
(c) the Participant's compensation (as such term is defined in section
414(s) of the Code and subject to such election as is made by the
Plan Administrator with respect thereto pursuant to paragraph (2)
thereof) for that Plan Year.
1.050 "AVERAGE DEFERRAL PERCENTAGE" for each group of Participants with
deferral elections under Section 2.020(a)(i) shall in each case be the average
of the percentages, calculated separately for each Participant in such group,
of the compensation (as such term is defined in section 414(s) of the Code and
subject to such election as is made by the Plan Administrator with respect
thereto pursuant to paragraph (2) thereof) that the Participant has elected to
defer for the Plan Year pursuant to Section 2.020(a)(i).
1.060 "BASE COMPENSATION" means the Participant's compensation, not in
excess of One Hundred and Fifty Thousand Dollars ($150,000) or such other
amount as has been or may be established pursuant to section 401(a)(17) of the
Code, in any calendar year, including any amount which would be paid to the
Participant absent an election under Section 2.020(a) or an election to make
elective employer contributions pursuant to a qualified cash or deferred
arrangement under a cafeteria plan meeting the requirements of section 125 of
the Code. Base Compensation shall not include compensation for overtime,
extended workweek compensation, night work or other premium pay, bonuses, any
form of extra, contingent or supplementary compensation (including, but not
limited to, lump sum payments for unused vacation),
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compensation on the salaried payroll and compensation on an hourly payroll
associated with membership in a collective bargaining unit with which
retirement benefits are the subject of good faith bargaining.
1.070 "BENEFICIARY" means the one or more persons or trusts designated by
a Participant pursuant to Article IX of the Plan; provided, however, that, in
the case of a Participant who dies prior to complete distribution of his or her
Accounts pursuant to Article V or VI of the Plan, the Beneficiary shall be
deemed to be the Participant's spouse regardless of any contrary designation,
unless the Participant has filed with the Plan Administrator a written
designation of a person or persons other than such spouse as Beneficiary or
Beneficiaries. Such written designation must be accompanied by a written
consent of the Participant's spouse or it is established to the satisfaction of
the Plan Administrator that such consent cannot be obtained because there is no
spouse or the spouse cannot be located or because of other circumstances
permitted under section 417(a)(2) of the Code. Such written consent shall be on
a form furnished to the Participant by the Plan Administrator and shall
acknowledge the effect of such consent.
1.080 "BOARD OF DIRECTORS" means the Board of Directors, as applicable, of
the Company or of Rockwell.
1.090 "BREAK IN SERVICE" means any period commencing with an Employee's
Employment Severance Date, during which the Employee does not have a
Reemployment Date. Solely for purposes of determining such Breaks in Service in
the case of an individual who is absent from work due to a Maternity or
Paternity Leave, the computation of the Break in Service shall not commence
until the first anniversary of the first date of such absence.
1.100 "CODE" means the Internal Revenue Code of 1986, as amended.
1.110 "COMMON STOCK" means the common stock, other than the Class A common
stock of Rockwell International Corporation.
1.120 "COMMON UNIT" means a Unit of the Rockwell Stock Fund attributable
to Common Stock.
1.130 "COMPANY" means Allen-Bradley Company, Inc. and any other entity to
which this Board of Directors of Allen-Bradley Company, Inc. has extended this
Plan.
1.140 "COMPANY CONTRIBUTION" means the contribution made by the Company to
the Trust Fund pursuant to the terms of Article III, including forfeitures
treated as Company Contributions under that Article.
1.150 "COMPANY CONTRIBUTION ACCOUNT" means the Account with respect to a
Participant which is comprised of Company Contributions, adjusted by gains or
losses related thereto.
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1.160 "COMPENSATION DEDUCTION ACCOUNT" means the Account with respect to a
Participant which is comprised of Compensation Deduction Contributions,
adjusted by gains or losses related thereto.
1.170 "COMPENSATION DEDUCTION CONTRIBUTIONS" means the amounts contributed
by Participants to the Plan through payroll deductions pursuant to Section
2.020(a)(ii).
1.180 "COMPENSATION DEFERRAL ACCOUNT" means the Account with respect to a
Participant which is comprised of Compensation Deferral Contributions, adjusted
by gains or losses related thereto.
1.190 "COMPENSATION DEFERRAL CONTRIBUTIONS" means the amounts contributed
to the Plan on behalf of Participants pursuant to Participants' elections under
Section 2.020(a)(i).
1.200 "COMPLETED MONTHS OF MEMBERSHIP" means the number of calendar months
during which a person is a Member of the Plan during the entire calendar month,
whether consecutive or not. Completed Months of Membership shall also include
the number of calendar months during which a person was a Member of the
Allen-Bradley Employee Savings Plan for Hourly Employees and the Allen-Bradley
Employee Savings Plan for Salaried Employees, whether consecutive or not.
Notwithstanding the foregoing:
(a) For purposes of computing Completed Months of Membership after a
One-Year Break in Service, Completed Months of Membership occurring
prior to a One-Year Break in Service shall not be counted unless the
Employee accrues 12 Completed Months of Membership after the
One-Year Break in Service.
(b) Also for purposes of computing Completed Months of Membership after
any period of consecutive One-Year Breaks in Service, Completed
Months of Membership occurring prior to such period of consecutive
One-Year Breaks in Service shall not be counted if the number of
Completed Months of Membership prior to such period of consecutive
One-Year Breaks in Service is less than 12 and the number of
consecutive One-Year Breaks in Service in such period exceeds five.
(c) For purposes of computing Completed Months of Membership in
determining the vested portion of a Member's account attributable to
Company Contributions (and Earnings thereon) accrued before five
consecutive One-Year Breaks in Service, Completed Months of
Membership after such five consecutive One-Year Breaks in Service
shall not be counted.
(d) Completed Months of Membership shall not include any period of time
during which a Member is ineligible to make further contributions to
the Plan following the occurrence of an Employment Severance Date of
such Member.
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1.210 "DEDUCTION ACCOUNT" means and refers to a Participant's Compensation
Deduction Account.
1.220 "DEDUCTION LIMITATION PERCENTAGE" means the maximum contribution
percentage in each Plan Year for the group of Highly Compensated Participants
and shall be that percentage amount which does not exceed the greater of:
(a) the Average Contribution Percentage for all Participants other than
Highly Compen sated Participants multiplied by one and twenty-five
hundredths (1.25); or
(b) the lesser of
(i) an amount which does not exceed the Average Contribution
Percentage for all Participants other than Highly
Compensated Participants by more than two (2) percentage
points, or
(ii) the Average Contribution Percentage for all Participants
other than Highly Compensated Participants multiplied by
two (2).
If a Highly Compensated Participant is a participant in any other plan
established or maintained by an Affiliated Company pursuant to which elective
deferrals under a cash or deferred arrangement or matching contributions, both
as defined in section 401(m)(4) of the Code, or employee contributions, are
made, such other plan shall be deemed to be a part of this Plan for the purpose
of determining the Deduction Limitation Percentage with respect to that
Participant.
1.230 "DEFERRAL ACCOUNTS" means and refers to a Participant's Compensation
Deferral and Supplemental Deferral Accounts.
1.240 "DEFERRAL CONTRIBUTION" means, as applicable, a Compensation
Deferral Contribution or a Supplemental Deferral Contribution.
1.250 "DEFERRAL LIMITATION PERCENTAGE" means the maximum deferral
percentage in each Plan Year for the group of Highly Compensated Participants
and shall be that percentage amount which does not exceed the greater of:
(a) the Average Deferral Percentage for all Participants other than
Highly Compensated Participants multiplied by one and twenty-five
hundredths (1.25); or
(b) the lesser of
(i) an amount which does not exceed the Average Deferral
Percentage for all Participants other than Highly
Compensated Participants by more than two (2) percentage
points, or
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<PAGE> 7
(ii) the Average Deferral Percentage for all Participants other
than Highly Compensated Participants multiplied by two (2).
If any Highly Compensated Participant is a participant in any other cash or
deferred arrangement within the meaning of section 401(k) of the Code
established or maintained by an Affiliated Company, for the purpose of
determining the Deferral Limitation Percentage with respect to such Highly
Compensated Participant such other cash or deferred arrangement shall be deemed
to be a part of this Plan.
1.260 "DIVERSIFIED FUND" means the fund established by the Trustee
pursuant to Section 10.020(a)(i).
1.270 "DIVESTED COMPONENT" means a component of the Company or of an
Affiliated Company which ceases to be a component of the Company or of an
Affiliated Company, by reason of its divestiture or any action incident
thereto.
1.280 "EFFECTIVE DATE" means December 1, 1982.
1.290 "ELIGIBLE EMPLOYEE" means any Employee of an Affiliated Company to
which the benefits of the Plan have been extended by the Board of Directors of
the Company who is compensated on an hourly basis and is a Permanent
Represented Hourly Employee.
1.300 "ELIGIBLE RETIREMENT PLAN" means:
(a) an individual retirement account described in section 408(a) of the
Code,
(b) an individual retirement annuity described in section 408(b) of the
Code,
(c) an annuity plan described in section 403(a) of the Code, or
(d) a qualified plan (which is a defined contribution plan) described in
section 401(a) of the Code,
which accepts an individual's eligible rollover distributions; provided,
however, that in the case of an eligible rollover distribution to a
Participant's surviving Spouse, only an individual retirement account or
individual retirement annuity described in (a) and (b) above shall be deemed to
be an Eligible Retirement Plan.
1.310 "EMPLOYEE" means any person, including any officer, but not
including a director as such, employed by the Company at any of the locations
listed on Exhibit A hereto (as such list may be revised from time to time by
the Board of Directors). Notwithstanding the foregoing, "Employee" shall not
include non-resident alien Employees. "Employment" shall mean the status of
being an Employee.
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<PAGE> 8
1.320 "EMPLOYMENT COMMENCEMENT DATE" means the date on which a person
first becomes an Employee of the Company or an Affiliated Company.
1.330 "EMPLOYMENT SEVERANCE DATE" means:
(a) the date on which an Employee quits, retires, is discharged or dies,
(b) in the case of an Employee who remains absent from work under a
written leave of absence granted by the Company, the first
anniversary of such leave of absence, except that an Employee who
has a leave of absence in excess of one (1) year who thereafter
returns to work with the Company for a period at least equal to the
entire period of the leave of absence shall not be considered as
having an Employment Severance Date by reason of such absence.
If an Employee enters the armed forces of the United States or the Public
Health Service directly from employment with the Company, has not
voluntarily reenlisted and returns to employment with the Company for a
period of at least one (1) year immediately after his or her return to the
Company, the Employee will not be deemed to have an Employment Severance
Date by reason of such military service.
1.340 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
1.350 "FIXED INCOME FUND" means the fund established by the Trustee
pursuant to Section 10.020(a)(ii).
1.360 "GUARANTEED RETURN FUND" means the fund established by the Trustee
pursuant to Section 10.020(a)(iv).
1.370 "HIGHLY COMPENSATED PARTICIPANTS" means those Participants who are
"highly compensated employees" within the meaning of section 414(q) of the
Code. The Plan Administrator may determine those Employees who are "highly
compensated employees" for purposes of this Section 1.370 in any manner
permitted by said section 414(q).
1.380 "INTERMEDIATE TERM BOND FUND" means the fund established by the
Trustee pursuant to Section 10.020(a)(iii).
1.390 "INVESTMENT FUNDS" means the Diversified Fund, the Fixed Income
Fund, the Guaranteed Return Fund, the Intermediate Term Bond Fund and the
Rockwell Stock Fund.
1.400 "INVESTMENT MANAGER" means the one or more investment managers
within the meaning of ERISA section 3(38) appointed pursuant to Section
10.020(b)(i).
1.410 "INVESTMENT MANAGER ACCOUNT" means the one or more investment
manager accounts established pursuant to Section 10.020(b)(i) of the Plan.
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<PAGE> 9
1.420 "LAYOFF" means an involuntary severance of employment, other than a
discharge from employment for cause.
1.430 "MATERNITY OR PATERNITY LEAVE" means any period of absence by reason
of the pregnancy of the Participant, the birth of a child of the Participant,
the placement of a child with the Participant in connection with the adoption
of such child by the Participant, or the caring for such child for a period
beginning immediately following such birth or placement; provided, however,
that the Participant shall have complied with the Company's request to furnish
the Plan Administrator such timely information as may be reasonably required to
establish that the absence is for such reason and the number of days for which
there was such an absence.
1.440 "NAMED FIDUCIARY" means the Plan Committee, the Plan Administrator,
the Administrative Committee, the Trustee(s) and any Investment Manager(s).
1.450 "PARTICIPANT" means a person who has elected to participate in the
Plan in accordance with Article II; provided, however, that such term shall
include a person who no longer has an effective election under Article II only
so long as he or she retains a vested interest in an Account under the Plan.
1.460 "PERMANENT REPRESENTED HOURLY EMPLOYEE" means any hourly Employee
who is a member of a unit of Employees covered by a collective bargaining
agreement between employee representatives and the Company, provided that such
Employee, on a regular and continuing basis, performs jobs having definitely
established working hours, and the services of such Employee are normally
available for at least 20 hours per week throughout the year.
1.470 "PLAN" means this Allen-Bradley Savings and Investment Plan for
Represented Hourly Employees, as from time to time amended.
1.480 "PLAN ADMINISTRATOR" means the person so designated by name or
corporate office by the Board of Directors.
1.490 "PLAN COMMITTEE" means the Rockwell International Corporation
Employee Benefit Plan Committee.
1.500 "PLAN YEAR" means the twelve-month period commencing on January 1st
and ending on December 31st of each year.
1.510 "REEMPLOYMENT DATE" means the date on which a person first becomes
an Employee of the Company following an Employment Severance Date.
1.520 "RETIREE" means a Participant who has entered Retirement status
pursuant to a retirement plan of the Company or any Affiliated Company,
excluding, for purposes of the election available to such a Retiree under
Section 2.050(b)(iii), any former Employee who
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<PAGE> 10
terminated employment with the Company or an Affiliated Company as a deferred
vested Participant and who later attained Retirement age under the retirement
plan.
1.530 "RETIREMENT" means retirement (whether early, disability or normal
retirement) of a Participant pursuant to a retirement plan of the Company or
any Affiliated Company.
1.540 "ROCKWELL" means Rockwell International Corporation, a Delaware
corporation.
1.550 "ROCKWELL STOCK FUND" means the fund established by the Trustee
pursuant to Section 10.020(a)(v).
1.560 "ROLLOVER ACCOUNT" means the Plan Account described in Section 2.028
which is comprised of rollover amounts, adjusted by gains or losses related
thereto, which are transferred to the Plan pursuant to the terms of the said
Section.
1.570 "SUPPLEMENTAL DEFERRAL ACCOUNT" means the Account with respect to a
Participant which is comprised of Supplemental Deferral Contributions, as
adjusted by gains or losses related to thereto.
1.580 "SUPPLEMENTAL DEFERRAL CONTRIBUTION" means an amount contributed on
behalf of a Participant pursuant to the Participant's election under Section
2.020(b).
1.590 "TENDER OFFER" means any tender offer for, or request or invitation
for tenders of, the Common Stock and/or Class A Stock subject to section
14(d)(1) of the Securities Exchange Act of 1934, as amended, or any regulation
thereunder, except for any such tender offer or request or invitation for
tenders made by the Company or any Affiliated Company.
1.600 "TRUST AGREEMENT" means the trust agreement established pursuant to
Section 10.010 of this Plan.
1.610 "TRUST FUND" means the fund, including the earnings thereon, held by
the Trustee for all contributions made by Participants and the Company pursuant
to the Plan. The Trust Fund shall be divided into and comprised of the
Investment Funds as herein described.
1.620 "TRUSTEE" means the trustee(s) of the trust described in Article X
of this Plan.
1.630 "UNIT" means the unit of measurement of a Participant's Trust Fund
interest.
1.640 "VALUATION DATE" means the last business day of each month or such
other business day as the Plan Committee may determine.
1.650 "VESTING SERVICE" means the period commencing with an Employee's
Employment Commencement Date and ending with the Employee's Employment
Severance Date and the period from an Employee's Reemployment Date to the
Employee's subsequent Employment
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<PAGE> 11
Severance Date. In addition, Vesting Service shall include the period between
an Employee's Employment Severance Date and Reemployment Date, if such period
does not exceed twelve (12) months, except that if an Employee is absent
because of a layoff or leave of absence and then quits, is discharged or
retires, the period of time during which the Employee may return and receive
Vesting Service begins on the date of quit, discharge or retirement and ends
one (1) year from the first day of such lay-off or leave of absence. Vesting
Service shall not include service performed prior to any break in service prior
to December 1, 1976 which resulted in a loss of service under the Allen-Bradley
Pension Plan as in effect on November 30, 1976.
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<PAGE> 12
ARTICLE II PARTICIPATION
2.010 ELIGIBLE EMPLOYEES. Each Permanent Represented Hourly Employee of
the Company shall be eligible to become a Participant in, and to make
contributions to, the Plan. Such eligibility shall continue for so long as such
Employee continues to be a Permanent Represented Hourly Employee.
(a) Participation of any Eligible Employee in the Plan shall be entirely
voluntary. An election to participate shall become effective on the
as soon as is reasonably possible following receipt by the Plan
Administrator of the said election.
(b) No contributions shall be made by, or with respect to, any
Participant after any of the following events until such Participant
again makes an election under subsection (b):
(i) the Participant ceases to be an Eligible Employee;
(ii) the Participant receives a distribution under Section
5.020, 5.030 or 5.040; or
(iii) the Participant voluntarily elects to have contributions
suspended under Section 8.010.
(c) No contributions shall be made by, or with respect to, any
Participant during any period of suspension of contributions
described in Section 8.010 or 8.020.
2.020 DEFERRAL AND DEDUCTION CONTRIBUTION ELECTIONS. An Eligible Employee
who has notified the Company of his or her election to become a Participant
shall also take either or both of the actions described in subsections (a) and
(b) below:
(a) Such a Participant may elect to defer receipt of an amount equal to
1%, 2%, 3%, 4% or 5% of his or her Base Compensation, which amount
shall be contributed as a Compensation Deferral Contribution to the
Participant's Compensation Deferral Account.
(b) If a Participant has elected to defer 5% of his or her Base
Compensation pursuant to this subsection in order to make a
Compensation Deferral Contribution under subsection (a), the
Participant may also elect:
(i) in the case of a Participant who is not a Highly
Compensated Participant, to defer receipt of an amount
equal to an additional 1%, 2%, 3% or 4% of his or her Base
Compensation, or
(ii) in the case of a Participant who is a Highly Compensated
Participant, to defer receipt of an amount equal to an
additional 1%, 2% or 3% of his or her Base Compensation
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<PAGE> 13
as a Supplemental Deferral Contribution to a Supplemental
Deferral Account.
(c) In addition to the election available to such a Participant under
subsections (a) and (b), the Participant shall also be permitted to
authorize deduction, in 1% multiples, of an amount from his or her
Base Compensation, which amount shall be contributed as a
Compensation Deduction Contribution to the Participant's
Compensation Deduction Account; provided, however, that, in the
aggregate, a Participant's total Compensation Deduction
Contributions for a Plan Year under this subsection (c) shall not
exceed 14% of Base Compensation, net of amounts deferred by him or
her under subsections (a) and (b), for that Plan Year.
(d) The Board of Directors, in extending the benefits of the Plan to a
component of an Affiliated Company may place such limitations as it
deems appropriate on the amount of Compensation Deferral
Contributions, Supplemental Deferral Contributions and/or
Compensation Deduction Contributions which may be made with respect
to or by a Participant employed by such component. Compensation
Deduction Contributions under this Section shall be made only by
payroll deductions unless, under exceptional circumstances, another
method of contribution is approved by the Plan Committee.
2.025 ROLLOVER CONTRIBUTIONS. Rollovers to this Plan of a Participant's
interest in another individual account plan shall be permitted in the
situations and pursuant to the requirements set forth below:
(a) A Participant who is presently an Eligible Employee but who formerly
was a participant in a qualified individual account plan maintained
by another employer may elect (by providing the Plan Administrator
with notice thereof) to have the entire amount credited to him in
the said individual account plan transferred to this Plan; provided,
however, that such a transfer shall not be permitted unless and
until the Plan Administrator has determined:
(i) the amount to be transferred from the said qualified
individual account plan qualifies as an eligible rollover
amount under Code section 402(a)(5); and
(ii) the said eligible rollover amount is not subject (or is no
longer subject) to any provisions or limitations
attributable to it under the said qualified individual
account plan which are inconsistent with the provisions of
this Plan.
(b) Such transferred account balances (which shall be entirely in cash),
shall constitute Rollover Contributions and shall not constitute
Deferral or Deduction Contributions under Section 2.020.
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<PAGE> 14
(c) Eligible rollover amounts which have been so transferred shall be
credited to a Rollover Account for the Participant, which Account
shall be maintained separately for each Participant who has effected
such a transfer to this Plan. A Participant's Rollover Account shall
be administered in the same manner as are the other Accounts
maintained on his or her behalf, including the investment provisions
of Sections 2.050, 2.060 and 2.070 of this Article.
2.030 LIMITATIONS ON EMPLOYEE CONTRIBUTIONS.
(a) The aggregate amount, with respect to a Participant, in any calendar
year of:
(i) Compensation Deferral Contributions and Supplemental
Deferral Contributions to the Plan,
(ii) all elective deferrals under any other cash or deferred
arrangement as defined in section 402(g) of the Code which
are maintained by an Affiliated Company, and
(iii) all elective employer contributions to any simplified
employee pension as defined in and pursuant to sections
408(k)(1) and (6), respectively, of the Code which are
maintained by an Affiliated Company,
may not exceed Seven Thousand Dollars ($7,000) or such larger sum as
may be established pursuant to section 402(g)(5) of the Code.
(b) Prior to the beginning of, and periodically during, each Plan Year
the Administrative Committee shall test:
(i) deferral elections under Sections 2.020(a) and (b), in
order to determine whether the Average Deferral Percentage
for Highly Compensated Participants exceeds the Deferral
Limitation Percentage; and
(ii) deduction elections under Sections 2.020(c), as well as
Company Contributions under Section 3.010, in order to
determine whether the Average Contribution Percentage for
Highly Compensated Participants exceeds the Deduction
Limitation Percentage.
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<PAGE> 15
(c) If the Administrative Committee determines that Compensation
Deferral and Supplemental Deferral Contributions made for any Plan
Year on behalf of the Highly Compensated Participants would (if not
reduced) cause the Average Deferral Percentage of such Employees to
exceed the Deferral Limitation Percentage, it shall report such
determination, through the Plan Administrator, to the Plan
Committee. In such event, the Plan Committee shall reduce any
Compensation Deferral Contributions and Supplemental Deferral
Contributions elected by the Highly Compensated Participants, so
that the Deferral Limitation Percentage is not exceeded for the Plan
Year. Such reduction shall be effective as of the first payroll
payment date in the month following such determination and shall be
made as set forth below:
(i) First, Highly Compensated Participants electing
Supplemental Deferral Contributions in an amount equal to
3% of Base Compensation shall have their elections reduced
to 2%. If, following the said reduction, the Deferral
Limitation Percentage is still exceeded, Highly Compensated
Participants electing Supplemental Deferral Contributions
in an amount equal to 2% of Base Compensation (including
any Highly Compensated Participants whose elections were
reduced under the terms of the preceding sentence) shall
have their elections reduced to 1%. If, following the said
reduction, the Deferral Limitation Percentage is still
exceeded, Highly Compensated Participants electing
Supplemental Deferral Contributions in an amount equal to
1% of Base Compensation (including any Highly Compensated
Participants whose elections were reduced under the terms
of the preceding sentence) shall have their elections
reduced to 0%.
(ii) Second, if, following the above reductions, the Deferral
Limitation Percentage is still exceeded, Highly Compensated
Participants electing Compensation Deferral Contributions
in an amount equal to 5% of Base Compensation shall have
their elections reduced to 4% of Base Compensation. If,
following the said reductions, the Deferral Limitation
Percentage is still exceeded, Highly Compensated
Participants electing Compensation Deferral Contributions
in an amount equal to 4% of Base Compensation (including
any Highly Compensated Participants whose elections were
reduced under the terms of the preceding sentence) shall
have their elections reduced to 3%.
(iii) Third, if, following the reductions described in paragraphs
(i) and (ii), the Deferral Limitation Percentage is still
exceeded, the process set forth in the said paragraphs (i)
and (ii) shall continue until the Average Deferral
Percentage for the Highly Compensated Participants does not
exceed the Deferral Limitation Percentage.
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<PAGE> 16
(iv) To the extent permitted under subsection (d) below, the
amount representing the additional amount of Base
Compensation which would have been contributed as
Compensation Deferral Contributions or Supplemental
Deferral Contributions on behalf of the Participant shall
be contributed by the Participant to the Plan, as
appropriate, as Compensation Deduction Contributions. In
addition, to the extent permitted by regulation, the Plan
Committee may during or following a Plan Year cause
Deferral Contributions made on behalf of Highly Compensated
Participants to be recharacterized (on a uniform and non-
discriminatory basis) as Compensation Deduction
Contributions to the extent necessary to prevent the
Average Deferral Percentage for the said Participants for
any Plan Year from exceeding the Deferral Limitation
Percentage.
(d) If the Administrative Committee determines that Compensation
Deduction Contributions made for any Plan Year by the Highly
Compensated Participants would (if not reduced) cause the Average
Contribution Percentage of such Employees to exceed the Deduction
Limitation Percentage, the Administrative Committee shall report
such determination, through the Plan Administrator, to the Plan
Committee. In such event, the Plan Committee shall reduce any
Compensation Deduction Contributions elected by the Highly
Compensated Participants, so that the Deduction Limitation
Percentage is not exceeded for the Plan Year. Such reduction shall
be effective as of the first payroll payment date in the month
following such determination and shall be made as set forth below:
(i) First, Highly Compensated Participants electing
Contribution Deduction Contributions in an amount equal to
14% of Base Compensation shall have their elections reduced
to 13%. If, following the said reductions, the Deduction
Limitation Percentage is still exceeded, Highly Compensated
Participants electing Contribution Deduction Contributions
in an amount equal to 13% of Base Compensation (including
any Highly Compensated Participants whose elections were
reduced under the terms of the preceding sentence) shall
have their elections reduced to 12%.
(ii) Second, if, following the reductions described in paragraph
(i), the Deduction Limitation Percentage is still exceeded,
Highly Compensated Participants electing Compensation
Deduction Contributions in an amount equal to 12% of Base
Compensation shall have their elections reduced to 11%. If,
following the reductions described in the preceding
sentence, the Deduction Limitation Percentage is still
exceeded, Highly Compensated Participants electing
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<PAGE> 17
Compensation Deduction Contributions in an amount equal to
11% of Base Compensation (including any Highly Compensated
Participants whose elections were reduced under the terms
of the preceding sentence) shall have their elections
reduced to 10%.
(iii) The process set forth in paragraphs (i) and (ii) shall
continue until the Average Contribution Percentage for the
Highly Compensated Participants does not exceed the
Deduction Limitation Percentage.
(e) Reductions in Compensation Deferral, Supplemental Deferral and
Compensation Deduction Contributions made under subsections (c)
and/or (d) shall remain in effect for the remainder of the Plan
Year, unless the Administrative Committee determines that changed
circumstances permit an increase in any or all such Contributions.
If the Administrative Committee makes such a determination, the Plan
Committee shall determine the amount by which such Contributions
shall be increased for the balance of the Plan Year.
(f) If it shall be determined as a result of tests of contribution
elections pursuant to subsection (c) that there shall be "excess
aggregate contributions" (as defined in and determined pursuant to
section 401(m)(6) of the Code) in any Plan Year, such excess
aggregate contributions and all income allocable thereto shall be
distributed, or, if forfeitable, forfeited, in the manner and within
the time required by the said section 401(m)(6).
(g) The Plan shall comply with the limitation on multiple use of the
alternative limitation as described in section 1.401(m)-(2)(b) of
the Treasury Regulations under Code section 401(m).
2.040 CHANGES OF EMPLOYEE CONTRIBUTION ELECTIONS. A Participant may from
time to time change the rate of his or her Compensation Deduction Contribution
and/or his or her Compensation or Supplemental Deferral Contributions. In
addition, a Participant who has an authorization in effect to make Deduction
Contributions and/or has elected to have Deferral Contributions made on his or
her behalf may revoke or revise such an authorization or election. Any changes,
revisions or revocations described in this Section, if made by a Participant,
shall be effective as soon as is reasonably possible after receipt by the Plan
Administrator of his or her election.
2.050 INVESTMENT OF CONTRIBUTIONS. In addition to the elections and
authorizations with regard to the types and rates of contribution which are
described above in this Article, a Participant shall elect in which Investment
Funds his or her Compensation Deferral Contributions, Supplemental Deferral
Contributions, Compensation Deduction Contributions and Transfer Contributions
are to be invested. Such investments shall be elected by the Participant among
the Investment Funds in increments of five percent (5%), with the total of the
elected percentage increments equaling one hundred percent (100%).
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<PAGE> 18
2.060 CHANGES IN INVESTMENT ELECTIONS. A Participant may make an
Investment Fund election or change any previous Investment Fund election he or
she has made under Section 2.060 regarding his or her Deferral Contributions
and Deduction Contributions. Such election or change of election may be made by
the Participant once per calendar year quarter and shall be effective as of the
last business day of the month in which the election or change of election is
made.
2.070 TRANSFER OF INVESTMENTS.
(a) A Participant may elect once in each calendar year quarter, by
giving the Company notice of such election, to have the whole or
portions of the value of Units in one or more of the Investment
Funds (other than the Rockwell Stock Fund and the Guaranteed Return
Fund), which Units are attributable to his or her Deferral,
Deduction and Transfer Contributions under Section 2.020,
transferred into, and then converted to Units of, one or more of the
other Investment Funds (including the Rockwell Stock Fund, but
excluding the Guaranteed Return Fund). The Unit transfers and
conversions described in the preceding sentence shall be effected on
the first day of the calendar month immediately succeeding the month
in which elected by the Participant and shall be in increments of 5%
of the value of the Participant's Units in the transferring Fund(s).
(b) In addition to the elections available under subsection (a), the
following elections shall be available to eligible Participants:
(i) A Participant who has not attained age fifty-five (55) may
elect once in each calendar year, by giving the Company
notice of such election, to have ten percent (10%) of the
total value of all Units (or 100% of such total value, if
$25.00 or less) in the Rockwell Stock Fund which are
attributable to the Participant's Deferral, Deduction
and/or Transfer Contributions, transferred, in increments
of five percent (5%), into any one or more of the
Investment Funds, other than the Guaranteed Return Fund.
(ii) A Participant who has attained age fifty-five (55), but not
age sixty-five (65), may elect once in each calendar year,
by giving the Company notice of such election, to have
fifty percent (50%) of the total value of all Units (or
100% of such total value, if $25.00 or less) in the
Rockwell Stock Fund which are attributable to the
Participant's Deferral, Deduction and/or Transfer
Contributions, transferred, in increments of five percent
(5%), into any one or more of
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<PAGE> 19
the Investment Funds, other than the Guaranteed Return
Fund; provided, however, that the Participant may not make
an election under this paragraph (ii) during the same
calendar year in which an election has been made under
paragraph (i).
(iii) A Participant who is still an Employee and has attained age
sixty-five (65) or a Retiree who has elected deferred
distribution pursuant to Section 5.020(b) may elect once
each calendar year quarter to have the total value or a
portion (in 5% increments) of the total value of all Units
in the Rockwell Stock Fund which are attributable to
Deferral, Deduction and/or Transfer Contributions
transferred, in increments of five percent (5%), into any
one or more of the Investment Funds, other than the
Guaranteed Return Fund.
(c) The effective date of an election under this Section 2.070 shall be,
and the value of all Units elected to be converted hereunder shall
be determined as of, the first Valuation Date following the date on
which such election is received by the Company. Such conversion
shall be effected by the conversion of such Units into cash and the
transfer of such cash to the designated Fund. Such transfer shall be
effected by the Trustee on or before the Valuation Date in the
second month succeeding the month in which the election was
received.
(d) All elections under this Section shall be irrevocable and shall not
affect the Participant's right to exercise any other election
provided by the Plan.
(e) A Participant with Units in the Guaranteed Return Fund may elect
prior to the Valuation Date upon which any contract under the
Guaranteed Return Fund or any interest guarantee period under any
such contract expires, to transfer and convert all or a portion of
his interest under such contract to Units in the Diversified Fund,
the Rockwell Stock Fund, the Intermediate Term Bond Fund and/or the
Fixed Income Fund or to reinvest all or a portion of his interest in
the Guaranteed Return Fund contract currently offered at that time.
Such conversion or reinvestment shall be effected in increments of
5%, but totaling 100% of his interest and shall be based upon the
value of Units in the respective Funds as of the later of the date
of such expiration or the Valuation Date immediately preceding the
transfer of funds. The interest under a Guaranteed Return Fund
contract of a Participant who does not make an election under this
subsection shall be invested in the Guaranteed Return Fund contract
currently offered at that time.
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<PAGE> 20
ARTICLE III COMPANY CONTRIBUTIONS
3.010 MATCHING AMOUNTS. The Company shall contribute out of its current or
accumulated earnings and profits, but not otherwise, to each Participant's Plan
Account for each week an amount equal to fifty percent (50%) of the total
amount of the said Participant's Compensation Deferral Contributions and
Compensation Deduction Contributions from Compensation attributable to Pay
Periods ending within such week; provided, however, that such Company
Contributions shall not exceed an amount equal to two and one-half percent
(2.5%) of the Participant's Compensation; and provided further that, upon
receipt of such Company contributions by the Plan, they shall be invested in
the Guaranteed Return Fund on behalf of each said Participant.
3.020 APPLICATION OF FORFEITURES. Amounts which have been forfeited in
accordance with the provisions of this Plan shall be applied to reduce
subsequent Company Contributions required hereunder. If the Plan should be
terminated, any amount not previously so applied shall be credited ratably to
the Accounts of all Participants in proportion to the amounts of Company
Contributions credited to their respective Accounts during the most recent Plan
Year.
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<PAGE> 21
ARTICLE IV MAINTENANCE AND VALUATION OF ACCOUNTS
4.010 PARTICIPANT'S ACCOUNTS. Separate Deferral, Deduction and Rollover
Accounts shall be established and maintained by the Trustee (or by such other
person or persons as the Plan Committee shall designate) to represent all
amounts (if any), adjusted for gains or losses thereon, which have been
contributed by or on behalf of a Participant as Compensation Deferral,
Supplemental Deferral, Compensation Deduction and Transfer Contributions (as
well as rollovers described in Section 2.028). In addition, the Trustee (or by
such other person or persons as the Plan Committee shall designate) shall
establish and maintain a Company Contribution Account to represent the value of
Company Contributions, as adjusted for gains or losses. Such separate Accounts
shall contain sufficient information to permit a determination of the dollar
balance of such Participant's Accounts at any time, in accordance with the Unit
valuation procedures described in Section 4.020 through 4.040. Such separate
Accounts shall also contain sufficient information to permit, with respect to
the Rockwell Stock Fund, a determination of the number of Common Units in the
Participant's Accounts.
4.020 CREDITING OF UNITS TO ACCOUNTS.
(a) The interest of each Participant in the Investment Funds (including
that part of the Diversified Fund or the Fixed Income Fund resulting
from Company Contributions) shall be represented by Units allocated
to his or her Accounts. The value of each Unit shall be One Dollar
($1.00) for the contributions deposited on behalf of each
Participant prior to the first Valuation Date following the
effective date of the particular Investment Fund.
(b) Each contribution on behalf of a Participant to, or payment made to
a Participant from, an Investment Fund shall result in a credit or
charge to the Account representing his or her interest in the said
Fund or contract under his or her Company Contribution Account,
Deferral Accounts, Deduction Account and Rollover Account, as
applicable, and shall be equal to the number of Units contributed or
paid as the case may be.
(c) Dividends on Common Stock held in the Rockwell Stock Fund shall
result in an appropriate increase in the Unit values of the said
Fund.
4.030 UNIT VALUATIONS. Except as otherwise provided in Section 4.020, as
of each Valuation Date, an amount equal to the fair market value of all
property in the Funds (other than dividends received which are attributable to
whole shares of Common Stock which were or are to be transferred to
Participants subsequent to the record date for such dividend) or under a
contract, in the case of the Guaranteed Return Fund, shall be determined by the
Trustee in such manner and on such basis as it shall deem appropriate. Such
amount shall be divided by the total number of Units credited to all the
Participants in the Fund or under the contract concerned on the particular
Valuation Date, thereby establishing a new Unit value. With respect to each
Fund, each contribution or other payment thereto or payment therefrom after
such Valuation Date and prior to or on the next Valuation Date shall be
converted to Units (in the case of the Rockwell
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<PAGE> 22
Stock Fund, to Common Units) by dividing such new Unit value into the amount of
such contribution or payment, and the individual Account of each affected
Participant representing his or her interest in the Fund or contract under his
or her Company Contribution Account, Deferral Accounts, Deduction Account and
Rollover Account, as applicable, shall be credited or charged, as the case may
be, with the portion of the number of Units so attributable to such
Participant. The value of each contract under the Guaranteed Return Fund shall
be equal to the principal amount held in such Fund plus accrued interest.
4.040 BALANCE OF PARTICIPANT'S ACCOUNTS. As of any specified date, the
dollar balance of the Accounts of each Participant representing the interest of
each Participant in each Fund or contract under his or her Company Contribution
Account, Deferral Accounts, Deduction Account and Rollover Account, as
applicable, shall be determined by multiplying the number of Units in his or
her current balance by the Unit value as of the last preceding Valuation Date
in accordance with the foregoing and adding to the resulting dollar balance the
amount of contributions made with respect to such Account since the last
valuation date for which Units have not yet been credited. Only those
contributions actually received by the Trustee will be considered in making
valuations and determining Account balances.
4.050 STATEMENTS OF PARTICIPANTS. After the end of each calendar year or
more frequently as the Plan Administrator shall determine, the Plan
Administrator (or if the Plan Administrator shall so determine, the Trustee)
shall forward by mail to each Participant a statement, in such form as the Plan
Administrator shall determine, setting forth pertinent information relative to
each Participant's Accounts. Such statement shall, for all purposes, be deemed
to have been accepted as correct unless the Plan Administrator (or the Trustee,
as the case may be) is notified to the contrary by mail within sixty (60) days
of the mailing thereof to the Participant.
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<PAGE> 23
ARTICLE V BENEFITS PAYABLE UPON TERMINATING EMPLOYMENT
5.010 VESTING.
(a) Each Participant shall at all times be fully vested in his or her
Deferral Accounts and Deduction Account and, if applicable, in his
or her Rollover Account. In addition, a Participant who attains age
sixty-five (65) while still an Employee, shall at all times
thereafter be fully vested in his or her Company Contribution
Account.
(b) With respect to the interest of a Participant who terminates
employment with all Affiliated Companies prior to attaining age
sixty-five (65), vesting of his or her Company Contribution Account
shall be in accordance with the following schedule:
<TABLE>
<CAPTION>
Years of
Vesting Service Vested Interest
--------------- ---------------
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 100%
</TABLE>
(c) This subsection (c) shall be applicable to any non-vested portion of
a Participant's Company Contribution Account at the time of his or
her termination of employment.
(i) If a Participant has an Employment Severance Date prior to
attaining age sixty-five (65) and has a Break in Service
which extends for a period of five (5) or more years
immediately following such Employment Severance Date, the
non-vested portion of the Participant's Company
Contribution Account shall be forfeited upon the expiration
of such five-year period.
(ii) Subject to paragraph (iii) below, if a Participant has an
Employment Severance Date prior to attaining age sixty-five
(65) and receives a distribution from his or her
Compensation Deduction Account pursuant to Section
5.040(a), the non-vested portion of the Participant's
Company Contribution Account attributable thereto shall be
forfeited at the time such distribution is made.
(iii) Certain forfeitures described in the preceding paragraph
(ii) may be restored as follows:
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<PAGE> 24
(A) If a Participant is reemployed prior to incurring a
Break in Service of five (5) years and makes a cash
repayment to the Plan of the amounts which were
distributed from his or her Compensation Deduction
Account within five (5) years after his or her
Reemployment Date, the forfeited portion shall be
restored to his or her Company Contribution Account.
(B) Such forfeiture restoration shall be accomplished in
the manner set forth in Section 4.040 by reference to
the Units in his or her Compensation Deduction
Account on his or her Employment Severance Date and
the value of those Units on the Valuation Date
coinciding with or immediately preceding the said
Severance Date.
(C) The amount, which shall not reflect interest, of the
repayment described in subparagraph (A) shall be
credited to the Participant's Compensation Deduction
Account and shall be allocated to the Investment
Funds (including any contract accounts under the
Guaranteed Return Fund) in the same proportion that
the Participant's Deduction and Deferral
Contributions under the Plan are then currently being
made to the Investment Funds.
(D) The non-vested portion of the Participant's Company
Contribution Account restored pursuant to this
paragraph (iii) shall subsequently vest as provided
in Section 5.010.
(iv) A Participant who terminates employment with all Affiliated
Companies and is subsequently reemployed by an Affiliated
Company at any time following his or her termination of
employment shall in all cases be credited with his or her
Vesting Service both prior to such termination of
employment and following his or her reemployment for
purposes of determining his or her vested interest in his
or her Company Contribution Account under Section 5.010(b).
(v) For the purposes of this Section, in the case of an
Employee who is absent from work by reason of a Maternity
or Paternity Leave, the five year Break in Service period
shall not be deemed to have commenced
- 23 -
<PAGE> 25
until the earlier of the date on which he or she terminates
employment by reason of his or her retirement, death,
voluntary quit or discharge or the second anniversary date
of the commencement of his or her Maternity or Paternity
Leave.
5.020 RETIREMENT, DEATH, LAYOFF, ETC.
(a) Upon the occurrence of a Participant's:
(i) Retirement,
(ii) Death, or
(iii) termination of employment because of inability to meet
Company medical standards,
all of the Units in the Participant's Company Contribution Account
shall become fully vested and nonforfeitable.
(b) Subject to the provisions of Section 5.050:
(i) As soon as is practicable after the occurrence of an event
described subsection (a), but not later than sixty (60)
days after the end of the Plan Year in which the event
shall have occurred, a Participant or Beneficiary, in the
case of death, shall receive all amounts described in
paragraph (ii). In the case, however, of Retirement, a
Participant who would otherwise receive a distribution
pursuant to the preceding sentence may nevertheless elect
at any time prior to the effective date of the Retirement
to remain in the Plan without any further contributions and
may elect to defer the Retirement distribution to a later
date, which date shall not be later than April 1 of the
calendar year following the calendar year in which the
Participant attains age seventy and one-half (70-1/2).
Distributions to such Participants shall be made pursuant
to the terms of Sections 5.025 and 5.030 of this Article.
(ii) The amounts which a Participant or Beneficiary (in the case
of the Participant's death) shall be entitled to receive
hereunder shall be as follows:
(A) Except with respect to the Rockwell Stock Fund, the
Participant shall receive the full dollar balance of
his or her
- 24 -
<PAGE> 26
Accounts in such Fund. Such balance shall be
determined in the manner provided by Section 4.040,
by reference to the value of Units in such
Participant's Accounts on the Valuation Date
coinciding with or immediately preceding:
(1) the date of the Participant's Retirement,
Layoff or termination; or
(2) in the case of the Participant's death or
disability, the date all documentation
necessary to effect distribution from the Plan
is received by the Plan Administrator.
(B) With respect to the Rockwell Stock Fund, the dollar
balances in a Participant's Accounts in such Fund as
of the Valuation Date coinciding with or immediately
preceding:
(1) the Participant's Retirement, Layoff or
termination; or
(2) in the case of the Participant's death or
disability, the date all documentation
necessary to effect distribution from the Plan
is received by the Plan Administrator,
(such balances to be determined in the manner
provided by Section 4.040 separately by reference to
the Common Units in the Participant's Account on such
Valuation Date and the respective Unit values on such
Valuation Date) shall be applied to Common Stock, to
the extent attributable to Common Units. The
Participant shall receive shares of Common Stock
equal in number to the maximum number of whole shares
of Common Stock which could be purchased at the
closing price of Common Stock as reflected on the New
York Stock Exchange -- Composite Transactions listing
on such Valuation Date (or, in the event such
Valuation Date falls on a date on which for any
reason there are no trades of such stock reflected on
such listing, the last trading day preceding such
Valuation Date) with the portion of such dollar
balance attributable to the Common Units in his or
her Account. The Participant shall be paid in cash
the dollar amounts remaining in his or her Accounts
in the Rockwell Stock Fund after reduction of each
such Account by the value, based on such closing
price, of the whole shares previously described. In
addition, the Participant shall be
- 25 -
<PAGE> 27
paid in cash the amount of any cash dividends
received since such Valuation Date attributable to
the number of whole shares of Common Stock
distributed to him or her as described in this
subparagraph (B) and the dollar value of any
contributions to the Rockwell Stock Fund in respect
of such Participant between such Valuation Date and
the date of such Retirement, death, Layoff or
termination.
(c) Notwithstanding the provisions of subsections (a) and (b), if a
Participant attains age seventy and one-half (70-1/2) while still
an Employee, distribution to the Participant of the amounts
described in subsection (b)(ii) of this Section 5.020 shall be
made or commence to be made pursuant to the provisions, as
applicable, of Section 5.025 or 5.030 not later than April 1 of
the calendar year following the calendar year in which the
Participant attains age seventy and one-half (70-1/2).
5.025 FORM OF DISTRIBUTIONS TO PARTICIPANTS. Subject to the special
distribution provisions set forth in Section 5.030 of this Article:
(a) Any Participant who is eligible for and wishes to receive a
Retirement distribution under Section 5.020(b) shall make an
election concerning the form of distribution and shall provide such
election to the Plan Administrator prior to Retirement.
(i) The form of distributions elected hereunder shall be with
reference to the amounts described in subsection (b)(ii) of
Section 5.020 and shall be either:
(A) a lump sum payment; or
(B) ten (10) or fewer annual installment payments, such
installment payments to be equal to the value of the
Participant's Accounts as of the Valuation Date
immediately preceding distribution, divided by the
number of installments remaining at the time of each
payment. The initial installment payment shall be
made as soon as is practicable after the effective
date of the Participant's election, with subsequent
payments during the elected installment payment
period to be made as of the anniversary date of the
said initial installment payment.
- 26 -
<PAGE> 28
(ii) Notwithstanding the above, in the event that no election
concerning the form of Retirement distribution has been
received by the Plan Administrator from a Retiree by the
end of the calendar year in which the Retiree has attained
age seventy and one-half (70-1/2), the said Retirement
distribution shall be in the form of lump sum payment.
(iii) If a Retiree who had previously elected and commenced
receipt of installment payments pursuant to paragraph
(i)(2) returns to employment with the Company or an
Affiliated Company (other than as a member of the Company's
flexible work force), such installment payments shall be
suspended until the Retiree's subsequent Retirement, at
which time he or she shall be permitted again to make the
election described therein, subject to the provisions of
this Section 5.025.
(b) A Participant who is still an Employee and has attained age seventy
and one-half (70-1/2) and is, therefore, required to commence
distribution pursuant to the terms of Section 5.020(c), shall
receive or commence to receive the value of his or her Accounts no
later than April 1 of the calendar year following the calendar year
in which the Participant has attained the said age. Distributions
under this subsection (b) shall be over the period of the
Participant's life expectancy (pursuant to the terms of section
401(a)(9) of the Code). Upon the Participant's subsequent
Retirement, the Participant shall be entitled to make the election
provided for in the preceding subsection (a) with respect to the
balance of the Participant's account at that time.
(c) A Participant who had previously elected the form of distribution
described in subsection (a)(ii) or who had commenced receiving
payments from his or her Accounts over his or her life expectancy
under subsection (b) shall be permitted to revoke such election at a
later date, in the case of the distribution under subsection (a)(i),
and, in either case, accelerate receipt of the distribution by
electing distribution of the remaining Account balances in a lump
sum payment.
5.030 SPECIAL DISTRIBUTION PROVISION FOR PRE-10/1/95 ACCOUNT BALANCES.
With respect to amounts contributed to this Plan by Participants, the Company
or any Affiliated Company prior to October 1, 1995, the following special
annuity provisions shall be applicable, in addition to the distribution methods
set forth in Section 5.025, in the case of Participants to whom amounts are
payable by reason of Retirement:
(a) The optional forms of special annuity benefits are as follows:
(i) A monthly benefit payable to the Participant during the
Participant's lifetime.
- 27 -
<PAGE> 29
(ii) A reduced monthly benefit payable during the lifetime of
the Participant with 50% of such monthly benefit payable
after the Participant's death to the spouse named at the
time the option is elected, until the death of the spouse.
(b) Absent any election to the contrary hereunder, it shall be assumed
by the Plan Administrator:
(i) in the case of a Participant who does not have a spouse on
the distribution date, that the Participant elected the
lump sum payment described in Section 5.025(a)(i)(A) above;
and
(ii) in the case of a Participant who does have a spouse on the
distribution date, that the Participant elected the
contingent annuity described in paragraph (a)(ii) with the
spouse as contingent annuitant;
(c) The annuities available hereunder shall be acquired on a sex-neutral
basis and shall be provided by applying the Participant's account
balance to purchase a single-premium nontransferable annuity
contract from a legal reserve life insurance company as selected by
the Plan Administrator.
(d) A Participant who is still an Employee and has attained age seventy
and one-half (70-1/2) and is, therefore, required to commence
distribution pursuant to the terms of Section 5.020(c), shall
receive or commence to receive the value of his or her Accounts no
later than April 1 of the calendar year following the calendar year
in which the Participant has attained the said age. Absent any
election to the contrary and with respect only to balances
attributable to contributions of the Participant, the Company or an
Affiliated Company made prior to October 1, 1995:
(i) in the case of a Participant who does not have a spouse on
the distribution date, distribution to the Participant will
be in the form of a lump sum payment, as described in
Section 5.025(a)(i)(A) above; and
(ii) in the case of a Participant who does have a spouse on the
distribution date, distribution will be made in the form of
the contingent annuity described in paragraph (a)(ii) with
the spouse as contingent annuitant.
Upon the Participant's subsequent Retirement, the Participant shall
be entitled to make the election provided for in subsection (a) with
respect to the said balances of the Participant's Account at that
time.
Amounts contributed by Participants, the Company or any Affiliated Company
after September 30, 1995 shall not be subject to this Section, but shall rather
be subject solely to the distribution provisions of Section 5.025 of this
Article. Furthermore, if the aggregate value of a Participant's Accounts
(including amounts attributable to contributions made prior to and
- 28 -
<PAGE> 30
following September 30, 1995) at the time of the Participant's Retirement or
death is less than or equal to Three Thousand Five Hundred Dollars ($3,500),
the said Accounts shall be distributed to the Participant or, when applicable,
the Participant's Beneficiary in the form of a lump sum payment.
5.035 EMPLOYEES OF DIVESTED COMPONENTS.
(a) Subject to the provisions of Section 5.050, any Participant who is
employed by a Divested Component immediately prior to its
divestiture and who does not continue employment with the Divested
Component shall have his or her Accounts distributed to him or her
by the Trustee in the manner provided in Sections 5.020 and 5.025.
(b) Any Participant who immediately prior to its divestiture is employed
by a Divested Component and who continues employment with the
Divested Component, shall become fully vested in all of the Units in
his or her Company Contribution Account. Subject to the provisions
of Section 5.050, the Accounts of such Participant shall be
distributable in the manner provided in Sections 5.020 and 5.025 or
transferred by the Trustee to the trustee or other funding agent of
any appropriate plan established or otherwise maintained by the
acquirer of the said Divested Component in such a manner as to
ensure that no portion of the Accounts of any Participant
transferred hereunder shall be subject to forfeiture.
5.040 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. Subject to the
provisions of Section 5.050, if a Participant's employment is terminated for
any reason other than those set forth in Sections 5.020, 5.035 and 8.020(a),
the Participant shall receive the following as soon as practicable:
(a) With respect to the Investment Funds (other than the Rockwell Stock
Fund), the full dollar balance of his or her Accounts in such Funds.
Such balance shall be determined, in the manner provided in Section
4.040, by reference to the Units in such Participant Accounts on the
date of such termination and the value of each Unit on the Valuation
Date coinciding with or immediately preceding such date.
(b) With respect to the Rockwell Stock Fund the dollar balance or
balances in such Participant's Accounts in such Fund as of the
Valuation Date immediately preceding such termination (such balance
or balances to be determined in the manner provided by Section 4.040
separately by reference to the Common Units in such Participant's
Account on such Valuation Date and the value of each such Unit on
such Valuation Date) shall each be applied to Common Stock to the
extent attributable to Common Units. With respect to each such fund,
the Participant shall receive shares of Common Stock equal in number
to the maximum number of whole shares of Common Stock which could be
purchased at the closing price of Common Stock as reflected on the
New York Stock Exchange -- Composite Transactions listing on such
Valuation Date (or, in the event such Valuation Date falls on a date
on which for any reason there are no trades of such stock reflected
on such listing, the last
- 29 -
<PAGE> 31
trading day preceding such Valuation Date) with such dollar balance
attributable to the Common Units in his or her Account in such fund.
The Participant shall be paid in cash the dollar amount remaining in
his or her Account in the Rockwell Stock Fund, based on such closing
price, of the whole shares previously described. In addition, the
Participant shall be paid in cash the amount of any cash dividends
received since such Valuation Date attributable to the number of
whole shares of Common Stock distributed to him or her as described
in this subsection (b).
5.050 PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS. Notwithstanding
any other provisions of the Plan, if the aggregate value of the vested portion
of a Participant's Accounts is in excess of Three Thousand Five Hundred Dollars
($3,500) and the Participant has not attained age seventy and one-half (70-1/2)
at the time distribution of benefits under the Plan would otherwise be made, no
distribution of benefits under the Plan shall be made, unless the Plan
Administrator shall first have obtained the Participant's written consent
thereto.
(a) In the event such written consent is not so obtained, the vested
portion of the Participant's Accounts shall be retained by the Plan
and shall be maintained and valued in accordance with Article IV.
Distribution of the Participant's Accounts pursuant to this Section
shall be made following the date on which the Participant's written
consent to such distribution is obtained by the Plan Administrator
or, if earlier, the date on which the Participant attains age
seventy and one-half (70-1/2) or dies, in the same manner as if the
Participant had terminated employment on such date. If the
Participant is reemployed as an Employee prior to the date on which
such written consent is received by the Plan Administrator, the
Participant shall not have any further right to receive a
distribution of benefits as a result of his or her prior termination
of employment. Under no circumstances shall a Participant have any
right to withdraw any portion of the balance of his or her Accounts
under Article VI prior to the date of distribution of benefits.
(b) With respect to amounts contributed to this Plan by Participants,
the Company or any Affiliated Company prior to October 1, 1995, no
later than April 1 of each year thereafter, each Participant who
attains age 70-1/2 during the preceding calendar year shall commence
receipt of monthly income pursuant to the provisions of retroactive
to the preceding January 1 based on his Earnings and Credited
Service determined as of the immediately preceding December 31. If
the Participant is married at the time monthly income commences,
such monthly income shall be payable in the form described in
Section 8.020(c)(ii). If the Participant is not married at the time
monthly income commences, such monthly income shall be payable in
the form of equal monthly installments for life as described in
Section 8.010. The Participant shall not have the right to elect
alternative forms of payment to those provided in this
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<PAGE> 32
subsection (b) until such time as he or she terminates employment
with the Group. In the event of a change in the Participant's
marital status prior to his termination of active employment with
the Group, his monthly income shall be automatically converted to
the payment form described above which is appropriate for his new
status.
(c) Distributions pursuant to this Section shall not affect any existing
elections by such Participants to continue making contributions to
the Plan nor the Company's obligation to continue to make matching
Company Contributions pursuant to Article III of the Plan, all of
which shall be invested in accordance with the provisions of Article
II.
5.060 TRANSFER OF DISTRIBUTION DIRECTLY TO ELIGIBLE RETIREMENT PLAN. If a
Participant, a Participant's spouse entitled to distribution pursuant to
Article IX, in the case of a Participant's death, or a former spouse entitled
to distribution pursuant to Section 11.140 shall so request in writing, the
Plan Administrator shall cause all or a portion of the amounts (including
shares of Common Stock) with respect to which the Participant would be taxable
under section 402 of the Code to be transferred from the Trustee directly to
the custodian of an Eligible Retirement Plan specified by the Participant. Such
request shall be made, in the case of a Participant, at the time his or her
consent to such distribution shall be given to the Plan Administrator pursuant
to Section 5.050, or at such later date as the Plan Administrator shall permit,
or, in the case of the Participant's spouse or former spouse, at such time as
the Plan Administrator shall determine. Prior to effecting such transfer the
Plan Administrator shall require evidence reasonably satisfactory to him or her
that the entity to which such transfer is to be made is in fact an Eligible
Retirement Plan and that such Eligible Retirement Plan may receive the
distribution in the forms required under this Article V.
5.070 VALUATION DATES FOR DOMESTIC RELATIONS ORDERS. Notwithstanding any
other provision of this Article V or of Article VI, in the event that the Plan
Administrator shall determine that a distribution or a withdrawal of a
Participant's Account pursuant to this Article V or Article VI has been delayed
as a result of a pending or threatened domestic relations order, the Valuation
Date immediately preceding the date on which such withdrawal or distribution is
approved by the Plan Administrator pursuant to such order shall be substituted
for the Valuation Date which would otherwise be applicable to such withdrawal
or distribution.
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<PAGE> 33
ARTICLE VI IN-SERVICE WITHDRAWALS AND LOANS
6.010 WITHDRAWALS FROM ACCOUNTS BY PARTICIPANTS UNDER AGE 59-1/2.
(a) Subject to Sections 6.040 and 6.050, a Participant who has not yet
attained age fifty-nine and one-half (59-1/2) may elect while still
employed to withdraw certain amounts from his or her Accounts. As
soon as practicable after the Company's receipt of such an election,
there shall be paid or transferred to such Participant cash and, if
applicable, stock from his or her Accounts in the following order:
(i) first, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made prior to January 1, 1987;
(ii) second, from the Rollover Account;
(iii) third, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made after December 31, 1986;
(iv) fourth, from that portion (if 100% vested) of the Company
Contribution Account, which is attributable to Compensation
Deduction Contributions;
(v) fifth, from the Supplemental Deferral Account; and
(vi) sixth, from the Compensation Deferral Account.
(b) Withdrawals pursuant to paragraph (iii) of subsection (a) shall be
subject to the suspension provisions of Section 8.020(d) and to the
forfeiture provisions and withdrawal limitations of Section 6.030.
(c) A Participant shall be permitted to withdraw from his or her
Supplemental and Compensation Deferral Accounts, as described in
paragraphs (v) and (vi) of subsection (a), only upon providing
adequate evidence of a hardship, as provided in Section 6.050 and
such a hardship withdrawal shall be governed by the provisions of
that Section.
(d) The portion of the Employee's Company Contributions Account which is
attributable to Compensation Deferral Contributions shall not be
available for withdrawal prior to the Employee's attainment of age
fifty-nine and one-half (59-1/2).
(e) In determining withdrawal amounts, the value of available Units in
the Participant's Accounts shall be determined as of the Valuation
Date coinciding with or immediately preceding the date of the
election.
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<PAGE> 34
6.020 WITHDRAWAL FROM ACCOUNTS BY PARTICIPANTS OVER AGE 59-1/2.
(a) A Participant who has attained age fifty-nine and one-half (59-1/2)
while still employed by the Company may elect to withdraw any or all
vested amounts from his or her Accounts. A Participant making such
an election shall receive the amount of cash or, if applicable,
stock to be withdrawn from his or her Accounts in the following
order:
(i) first, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made prior to January 1, 1987;
(ii) second, from the Rollover Account;
(iii) third, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made after December 31, 1986;
(iv) fourth, from the Supplemental Deferral Account;
(v) fifth, from the Compensation Deferral Account;
(vi) sixth, from that portion (if 100% vested) of the Company
Contribution Account, which is attributable to Compensation
Deduction Contributions; and
(vii) seventh, from that portion (if vested) of his or her
Company Contributions Account, which is attributable to
Compensation Deferral Contributions.
(b) Withdrawals under paragraphs (iii) and (v) of subsection (a) shall
be subject to the forfeiture provisions of Section 6.030, if the
Units in the Employee's Company Contributions Account are not fully
vested pursuant to the provisions of Section 5.010.
(c) Withdrawals pursuant to this Section 6.020 shall not be subject to
the suspension provisions of Section 8.020(d) or to the withdrawal
limitations of Section 6.030(d).
(d) In determining the distribution amounts, the value of available
Units in the Participant's Accounts shall be determined as of the
Valuation Date coinciding with or immediately preceding the date of
the election.
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<PAGE> 35
6.030 FORFEITURES AND LIMITATION ON WITHDRAWALS.
(a) When applicable, any non-vested portion of a Participant's Company
Contributions Account associated with a withdrawal from his or her
Compensation Deduction Account shall be forfeited at the time of
such withdrawal.
(i) The forfeitable Units, if any, of a Participant's Company
Contributions Account which are attributable to
Compensation Deduction Contributions shall be determined by
multiplying the dollar balance of the Participant's Company
Contributions Account by a fraction, the numerator of which
is equal to the dollar value of the Compensation Deduction
Contributions which were withdrawn by the Participant and
the denominator of which is the total dollar value of the
Participant's Compensation Deduction Account (both such
dollar values to be determined as of the last Valuation
Date preceding the date of withdrawal).
(ii) An Employee who has suffered a forfeiture described in this
subsection (a) may elect to restore his or her interest in
the Plan by making a cash repayment to the Plan in the
amount and in the manner described in subsections (b) and
(c).
(b) In order to restore a forfeiture described in subsection (a), a
repayment of the amount withdrawn by the Employee from his or her
Compensation Deduction Account must be made within sixty (60) months
after such withdrawal. For purposes of this subsection (b), the
amount distributed to an Employee means the sum of the cash
distributed to such Employee plus the dollar value of the Common
Stock and any Class A Stock distributed to such Employee, determined
at the closing price for Common Stock as reflected on the New York
Stock Exchange -- Composite Transactions listing on the Valuation
Date applicable to the distribution or withdrawal (or if such
Valuation Date falls on a date on which, for any reason, there are
no trades of such stock reflected on such listing, the last trading
day preceding such Valuation Date). Such amount shall not be
increased to reflect interest.
(c) As soon as practicable after an Employee makes a repayment described
in subsection (b), there shall be credited to the Employee's Company
Contributions Account the dollar amount of any amounts forfeited as
a result of the withdrawals. The amount repaid under this subsection
(c) shall be credited to the Employee's Compensation Deduction
Account and shall be allocated to the Investment Funds (including
any
- 34 -
<PAGE> 36
contract accounts under the Guaranteed Return Fund) in the same
proportion that the Participant's Deduction and Deferral
Contributions under the Plan are then currently being made to the
Investment Funds. The previously forfeited amount which is credited
under this subsection shall subsequently vest as provided in Section
5.010.
(d) Withdrawals shall be in a minimum amount of $100. An Employee who
has not yet attained age fifty-nine and one-half (59-1/2) may not
make a request for a partial withdrawal within twenty-six (26) weeks
of any prior request for a partial withdrawal; provided, however,
that this limitation upon the ability of such Employee to make a
partial withdrawal (including hardship withdrawals pursuant to the
provisions of Section 6.040) within twenty-six (26) weeks of any
prior request for a partial withdrawal shall be waived by the Plan
Administrator for the six-month period immediately following any due
declaration by the President of the United States under applicable
federal law that a particular occurrence or situation constitutes a
national disaster condition, if such partial withdrawal is requested
for a reason associated with financial need of the Employee
resulting from the effects of the said condition.
6.040 ALLOCATION OF WITHDRAWALS AMONG INVESTMENT AND STOCK FUNDS.
(a) Withdrawals shall be taken from the Employee's Accounts in the
Investment Funds in a pro rata fashion, based upon the relative size
of the said Accounts.
(b) Notwithstanding the above subsection (a), an Employee may elect to
have any such withdrawal taken:
(i) first from the Employee's Account in the Rockwell Stock
Fund, with any additional withdrawal amount to be taken on
a pro rata basis from the Employee's Accounts in the
remaining Investment Funds; or
(ii) first on a pro rata basis from the Investment Funds other
than the Rockwell Stock Fund, with any additional
withdrawal amount to then be taken from the Employee's
Account in the Rockwell Stock Fund.
6.050 HARDSHIP WITHDRAWALS FROM DEFERRAL ACCOUNTS.
(a) Subject to any restrictions the Plan Committee may establish
pursuant to Section 6.040, an Employee who has not attained age
fifty-nine and one-half (59-1/2) may request approval of the
Administrative Committee to withdraw some or all of the Units of his
or her Deferral Accounts, if the Employee demonstrates that the
withdrawal is required as a result of a hardship and for payment of
any federal, state or local income taxes and penalties reasonably
anticipated to result from such withdrawal.
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<PAGE> 37
(i) For the purposes of this subsection (a) the term "hardship"
shall mean an immediate and heavy financial need of the
Employee for which the amount required is not reasonably
available to the Employee from other sources and which
arises for one of the following reasons:
(A) the purchase (excluding mortgage payments) or
construction of a principal residence for the
Employee, or to prevent eviction from, or foreclosure
on the mortgage on, the Employee's principal
residence;
(B) the incurring of obligations for
(1) tuition, related educational fees and room and
board expenses for post-secondary education for
the Employee, his or her spouse or one or more
of his or her children or other dependents (as
defined in section 152 of the Code) to be
incurred during the twelve (12) month period
immediately following the date of his or her
request for distribution; or
(2) expenses not covered by insurance which either
have been previously incurred by the Employee
for, or are necessary in order for the Employee
to obtain, medical care (as described in
section 213(d) of the Code) for the Employee,
the Employee's spouse or one or more of his or
her dependents (as defined in section 152 of
the Code);
(C) any other reason which is permitted under section
401(k)(2)(B)(i)(IV) of the Code and is approved by
the Administrative Committee.
(ii) Any determination of the existence of hardship, the
reasonable availability to the Employee of funds from other
sources and the amount to be withdrawn on account of such
hardship shall be made by the Administrative Committee on
the basis of all relevant facts and circumstances and in
accordance with the foregoing rules, as applied in
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<PAGE> 38
a uniform and nondiscriminatory manner. In making such
determination, the Administrative Committee may, if it is
reasonable to do so in the light of all relevant and known
facts and circumstances, rely on the Employee's
representation that the hardship cannot be relieved:
(A) through reimbursement or compensation by insurance or
otherwise;
(B) by reasonable liquidation of the Employee's assets,
to the extent that such liquidation would not itself
cause an immediate and heavy financial need;
(C) by suspension of Compensation Deferral or
Compensation Deduction Contributions; or
(D) by other distributions (other than hardship
distributions) or loans (which meet the requirements
of section 72(p) of the Code) from the Plan and any
other plan maintained by an Affiliated Company or by
any former employer or by borrowing from commercial
sources at reasonable commercial rates.
(b) Withdrawals pursuant to subsection (a) shall not result in the
forfeiture of a Participant's interest in his or her Company
Contribution Account.
(c) Withdrawals pursuant to subsection (a) shall be taken from the
Participant's Investment Fund Accounts, as elected by the
Participant, either:
(i) first from his or her Account in the Rockwell Stock Fund,
with any additional withdrawal amount to be taken on a pro
rata basis from the Employee's Accounts in the remaining
Investment Funds; or
(ii) first on a pro rata basis from the Investment Funds other
than the Rockwell Stock Fund, with any additional
withdrawal amount to then be taken from his or her Account
in the Rockwell Stock Fund.
Any withdrawal from the Participant's Accounts in the Guaranteed
Return Fund shall be taken in reverse sequence by withdrawing
amounts from the Fund's Account's in the contracts on a last-in
first-out basis.
(d) Withdrawals (including those from the Rockwell Stock Fund) shall be
in cash and for a minimum amount of $100. An Employee may not make a
request for partial withdrawal within twenty-six (26) weeks of any
prior request for partial withdrawal; provided, however, that this
limitation upon the ability of an Employee to make a
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<PAGE> 39
partial withdrawal (including hardship withdrawals pursuant to the
provisions of subsection (a) of this Section) within twenty-six (26)
weeks of any prior request for a partial withdrawal shall be waived
by the Plan Administrator for the six-month period immediately
following any due declaration by the President of the United States
under applicable federal law that a particular occurrence or
situation constitutes a national disaster condition, if such partial
withdrawal is requested for a reason associated with financial need
of the Employee resulting from the effects of the said condition.
6.060 TRANSFERS TO ELIGIBLE RETIREMENT PLANS. If a Participant entitled to
a distribution or withdrawal under this Article VI, shall so request in writing
at the time his or her election to receive such distribution or withdrawal is
made or at such later date as the Plan Administrator may permit, the Plan
Administrator shall cause all or a portion of the amounts (including shares of
Common Stock) with respect to which the Participant would be taxable under
section 402 of the Code to be transferred from the Trustee directly to the
custodian of an Eligible Retirement Plan specified by the Participant. Prior to
effecting such transfer the Plan Administrator shall re quire evidence
reasonably satisfactory to him or her that the entity to which such transfer is
to be made is in fact an Eligible Retirement Plan and that such Eligible
Retirement Plan may receive the distribution in the forms required under this
Article VI.
6.070 LOANS. The Plan Committee shall establish, and may from time to time
modify, procedures pursuant to which any Employee or other "party in interest"
(as defined in ERISA section 3(14)) may apply for and receive a loan from the
Plan in an amount not exceeding the least of (a), (b), (c) or (d):
(a) the aggregate of the balances in the borrower's Deferral and
Deduction Accounts;
(b) an amount which, when combined with all outstanding loans to the
borrower from all other plans of all Affiliated Companies, equals
Fifty Thousand Dollars ($50,000), reduced by the excess, if any, of
(i) the highest outstanding and unpaid balances of all prior
loans to the borrower from the Plan and such other plans
during the twelve (12) month period immediately preceding
the date on which such loan is made, over
(ii) the outstanding balance of any loan to the borrower from
the Plan or such other plans on the date on which the loan
is made;
(c) one-half (1/2) of the aggregate of the fully vested and
nonforfeitable interests in the balances of the borrower's Accounts;
or
(d) such amount, not exceeding the amounts described in (a) through (c)
above, as the Plan Committee shall determine.
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<PAGE> 40
In addition to the above limitation, no such Employee or other party in
interest shall be permitted to have more than a single loan outstanding
from this Plan and all other plans sponsored by the Company and Affiliated
Companies at any one time.
All such loans shall be made available to all eligible Employees and other
parties in interest on a reasonably equivalent and non-discriminatory
basis and shall be governed by the provisions of Exhibit B, as such
Exhibit is from time to time constituted, pursuant to determination of the
Plan Administrator.
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<PAGE> 41
ARTICLE VII [RESERVED]
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<PAGE> 42
ARTICLE VIII SUSPENSION OF SAVINGS AND CONTRIBUTIONS
8.010 VOLUNTARY SUSPENSION.
(a) A Participant may at any time elect to have contributions suspended
until further notice. Suspension shall become effective as soon as
possible following the said election.
(b) Subject to Section 2.010, a Participant who has elected to have
contributions suspended, may elect to have contributions resumed,
effective as soon as is reasonably possible following such election.
8.020 INVOLUNTARY SUSPENSION. A Participant's Compensation and
Supplemental Deferral Contributions and/or Compensation Deduction Contributions
shall be involuntarily suspended whenever:
(a) no payment of Base Compensation is made by the Company to the
Participant or, in the case of a Deduction Contribution, the amount
payable after all applicable withholdings and deductions required by
law or the Company is less than the applicable Deduction
Contribution;
(b) payroll deduction for Compensation Deduction Contributions under the
Plan would be contrary to law;
(c) the Participant is not an Eligible Employee of an Affiliated Company
or of a component of the Company to which the benefits of the Plan
have been extended; or
(d) the Participant receives a distribution under Section 6.010(a)(iv)
of Company Contributions Account Units which are attributable to his
Compensation Deduction Contributions; provided, however, that the
previously suspended Contributions shall resume following the
completion of the twenty-six (26) week period beginning on the date
of such distribution upon the Participant so affirmatively electing.
8.030 GENERAL PROVISIONS APPLICABLE TO SUSPENSIONS. Suspensions of a
Participant's Deferral or Deduction Contributions, whether voluntary or
involuntary, shall not affect his or her benefit and withdrawal rights under
Articles V and VI of the Plan, but Company contributions on his or her behalf
shall be similarly suspended. A Participant may not make up suspended Deferral
or Deduction Contributions.
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<PAGE> 43
ARTICLE IX DESIGNATION OF AND PAYMENT TO A BENEFICIARY
9.010 DESIGNATION OF A BENEFICIARY. Subject to the provisions of Section
1.070:
(a) If a Participant dies, payment of the benefits provided under this
Plan shall be made to such person or persons as he or she has
designated as his or her Beneficiary to receive such benefits in the
event of his or her death.
(b) A Participant may change his or her designation of Beneficiary at
any time by filing with the Plan Administrator (or such other person
as is designated by the Plan Administrator) a request for such
change. Such change shall become effective only upon receipt of the
request by the Plan Administrator (or such other person as is
designated by the Plan Administrator) but upon such receipt the
change shall relate back to and take effect as of the date the
Participant signed such request; provided, however, that neither the
Company, the Trustee, the Plan Committee, the Plan Administrator,
any other named or unnamed fiduciary, nor the Trust Fund shall be
liable for any payment made to the Beneficiary designated before
receipt of such request.
(c) If no designation is effective pursuant to this Article or if the
Plan Administrator or Trustee shall have any doubt as to the right
of any Beneficiary or if the Beneficiary shall predecease the
Participant, the amount of such benefits may be paid to the estate
of the Participant, in which event neither the Company, the Trustee,
the Plan Committee, the Plan Administrator, any other named or
unnamed fiduciary, nor the Trust Fund shall be liable to anyone with
respect to such payment.
9.020 PAYMENT TO A BENEFICIARY. Upon receipt by the Plan Administrator (or
another person designated by him or her) of evidence satisfactory to such
person of the death of a Participant and of the identity and existence at the
time of such death of the Beneficiary, the Plan Administrator shall direct the
Trustee to pay the Participant's Accounts to such Beneficiary.
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<PAGE> 44
ARTICLE X TRUST AGREEMENT
10.010 ESTABLISHMENT OF TRUST FUND. The property resulting from
contributions made on behalf of all Participants, including contributions made
by the Company, shall be held in a Trust Fund by a corporate Trustee or
Trustees selected by the Plan Committee pursuant to a Trust Agreement entered
into between such Trustee and the Plan Committee. References in the Plan to
Trustee shall be deemed to be applicable with equal force to co-Trustees or
successor Trustees who may be so designated.
10.020 INVESTMENTS.
(a) The Trustee shall establish:
(i) a Diversified Fund, which shall be invested in stocks,
convertible bonds and other corporate securities (other
than securities issued by Rockwell or the Company), as well
as in cash equivalents and other miscellaneous securities;
(ii) a Fixed Income Fund, which shall be invested in debt
instruments (other than debt instruments issued by Rockwell
or the Company) with maturity dates of three years or less,
which such instruments shall include treasury bills,
treasury notes, treasury bonds, federal agency obligations,
other instruments of government debt, bankers' acceptances
and bank certificates of deposit;
(iii) an Intermediate Term Bond Fund, which shall be invested in
debt instruments with a combined average maturity of five
years or less, which such instruments shall include
treasury bills, treasury notes, treasury bonds, federal
agency obligations and other instruments of government
debt;
(iv) a Guaranteed Return Fund consisting of the Trust Fund's
interest in contracts issued by one or more insurance
companies, which contracts:
(A) guarantee the principal and interest thereon for a
specified period of time, and
(B) accrue such guaranteed interest on a monthly basis;
(v) a Rockwell Stock Fund which shall consist of all cash,
Common Stock and the proceeds and income on such cash and
Stock attributable to contributions made by or on behalf of
Participants under the Plan and designated as contributions
to the said Stock Fund.
(b) The Trust Agreement will provide the following:
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<PAGE> 45
(i) The Plan Committee may from time to time direct the
segregation of all or a portion of the Investment Funds,
other than the Guaranteed Return Fund and the Rockwell
Stock Fund, and shall appoint Investment Managers with
respect to the portions of the Investment Funds so
segregated. Any Investment Manager so appointed shall have
full discretion to direct the Trustee with respect to the
acquisition, retention, management and disposition of the
assets from time to time comprising the Investment
Manager's Account.
(ii) The Trustee shall pay all cash in the Guaranteed Return
Fund to the one or more insurance companies described in
paragraph (iv) of Section 10.020(a), subject to the terms
of the contracts described in such paragraph.
(iii) The Trustee shall use all cash in the Rockwell Stock Fund
only to purchase Common Stock. Rights, options, or warrants
offered to purchase Common Stock shall be exercised by the
Trustee in his or her discretion but only to the extent
that there is cash available for investment in the Rockwell
Stock Fund. To the extent they are not exercised, the same
shall be sold on the open market. Rights, options, or
warrants to purchase securities of Rockwell or its
subsidiaries or affiliates other than Common Stock shall be
sold by the Trustee on the open market.
(iv) In making all investments pursuant to this Plan, the
Trustee and the Investment Manager shall:
(A) not be bound by any law or any court doctrine of any
state or jurisdiction limiting trust investments,
except as otherwise provided by ERISA;
(B) give consideration to the cash requirements of the
Plan;
(C) not cause the Plan to engage in any transaction
constituting a prohibited transaction under section
406 of ERISA.
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<PAGE> 46
10.030 DUTY OF TRUSTEE AS TO STOCK IN ROCKWELL STOCK FUND.
(a) Except as otherwise provided in this Section 10.030, the duty with
respect to the voting, retention, and tendering of Common Stock held
in the Rockwell Stock Fund shall be solely that of the Trustee, to
be exercised solely in the Trustee's discretion.
(b) With respect to any matter as to which a vote of the outstanding
shares of Common Stock is solicited:
(i) the Trustee shall solicit the direction in writing of each
Participant, as to the manner in which voting rights of the
Participant's vested and non-vested shares of Common Stock
held in or credited to the Rockwell Stock Fund as of the
record date fixed for determining the holders of Common
Stock entitled to vote on such matter are to be exercised
with respect to such matter, and the Trustee shall exercise
the voting rights of such shares with respect to such
matter in accordance with the last-dated timely written
direction, if any, of such Participant; and
(ii) the Trustee, in its sole discretion, shall exercise voting
rights of shares of Common Stock held in the Rockwell Stock
Fund as to which no timely direction has been received
pursuant to paragraph (i).
(c) In the event of any Tender Offer (as defined in Section 1.600):
(i) the Trustee shall solicit the direction in writing of each
Participant, as to the tendering or depositing of any
vested or non-vested shares of Common Stock held in the
Rockwell Stock Fund as of the Tender Date with respect to
such Participant, and, except as limited by subsection (d)
hereof, the Trustee shall tender or deposit such shares
pursuant to any such Tender Offer in accordance with the
last dated timely written direction, if any, of such
Participant;
(ii) the Trustee shall, in its sole discretion, shall have the
duty, except as limited by subsection (d) hereof, with
respect to the retention, tendering or depositing of shares
of Common Stock held in the Rockwell Stock Fund as to which
no timely direction in writing has been received pursuant
to paragraph (i);
(d) Shares of Common Stock held in the Rockwell Stock Fund shall not be
tendered or deposited by the Trustee pursuant to any such Tender
Offer until the earlier of:
(i) immediately preceding the scheduled expiration of the
Tender Offer pursuant to which such shares are to be
tendered or deposited, or
(ii) immediately preceding the expiration of the period during
which such shares of Common Stock will be taken up and paid
for on a pro rata basis pursuant to such Tender Offer, or
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<PAGE> 47
(iii) the expiration of 30 days from the date of the Trustee's
solicitation of Participants' written direction pursuant to
subsection (c)(i).
(e) The duty with respect to the withdrawing of, or other exercise of
any right to withdraw, shares of Common Stock held in the Rockwell
Stock Fund which have been tendered or deposited pursuant to any
such Tender Offer shall be solely that of the Trustee, provided that
the Trustee may solicit the direction in writing of each Participant
with respect to whom any such shares of Common Stock have been
tendered or deposited pursuant to any such Tender Offer as to the
withdrawing of, or other exercise of any right to withdraw, such
shares of Common Stock and, if such solicitation is made, the
Trustee shall act in accordance with the last dated timely written
direction, if any, of each such Participant.
As used herein, the term 'Tender Date' means the date on which the
Trustee tenders or deposits any shares of the Common Stock either
representing the vested or non-vested interest of such Participant
credited to the Accounts in the Rockwell Stock Fund of such
Participant.
10.040 FORM OF TRUST AGREEMENT. The Trust Agreement shall be in such form
and contain such provisions as the Plan Committee may deem appropriate
(consistent with the provisions of Section 10.020, Section 10.030 and Section
16.030). The Trust Agreement shall be deemed to form a part of this Plan, and
all rights and benefits that may accrue to any person under this Plan shall be
subject to all the terms and provisions of the Trust Agreement. The Trust
Agreement may authorize the Trustee to invest all or part of the assets of the
Trust Fund in a collective trust for investment purposes and deposit amounts
held in any of the funds comprising the Trust Fund in an interest bearing
account in a bank or similar financial institution (including without limita
tion the commercial banking department of the Trustee) on a temporary basis
pending either: (a) investment of such amounts or (b) distribution of funds to
Plan Participants.
10.050 RIGHTS IN THE TRUST FUND. Nothing in the Plan or in the Trust
Agreement shall be deemed to confer any legal or equitable right or interest in
the Trust Fund in favor of any Participant, Beneficiary or other person, except
to the extent expressly provided in the Plan.
10.060 TAXES, FEES AND EXPENSES OF THE TRUSTEE.
(a) The reasonable fees and expenses of the Trustee (including the
reasonable expenses of the Trustee's counsel), any Investment
Manager and any investment advisor shall be paid from the Trust Fund
and shall constitute a charge on the Trust Fund until so
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<PAGE> 48
paid; provided, however, that in no event shall the Trust Fund nor
the Company (unless the Company is specifically so directed by
resolution of the Company's Board of Directors) pay any such
Trustee, Investment Manager or investment advisors fees or expenses:
(i) for preparation or prosecution of any action against the
Company, the Plan, any member of the Plan Committee or the
Plan Administrator, or
(ii) for the defense or settlement of, or the satisfaction of a
judgment related to, any proceeding arising either out of
any alleged misfeasance or nonfeasance in any person's
performance of duties with respect to the Plan or out of
any alleged wrongful act against the Plan.
There shall be included in the reasonable expenses payable from the
Trust Fund any direct internal costs (which may include
reimbursement of compensation of Company Employees) associated with
Plan operations and administration, the payment of which shall be in
conformity with the requirements of Title I of ERISA. Neither the
Plan Administrator nor the members of the Plan Committee shall be
compensated from the Plan but may be compensated by the Company or
an Affiliated Company for services rendered on behalf of the Plan.
(b) Brokerage fees, commissions, stock transfer taxes and other charges
and expenses incurred in connection with transactions relating to
the acquisition or disposition of property for or of the Trust Fund,
or distributions therefrom, shall be paid from the Trust Fund.
Taxes, if any, payable by the Trustee on the assets at any time held
in the Trust Fund or on the income thereof shall be paid from the
Trust Fund.
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<PAGE> 49
ARTICLE XI ADMINISTRATION
11.010 GENERAL ADMINISTRATION. Authority to control and manage the
operation and administration of the Plan shall be vested in the Plan Committee
except to the extent that:
(a) the Plan Administrator or the Administrative Committee is allocated
any such authority under the Plan;
(b) any Trustee or Investment Manager hereunder may, pursuant to Article
X, be granted exclusive authority and discretion to manage and
control all or any portion of the assets of the Plan;
(c) the Plan Committee, the Plan Administrator, the Administrative
Committee, the Trustee(s) and the Investment Manager(s) shall
constitute ERISA Named Fiduciaries of the Plan.
11.020 PLAN COMMITTEE. The Board of Directors shall, from time to time,
determine the size of the Plan Committee and appoint its individual members.
The Plan Committee shall act, with or without a meeting, in a manner consistent
with the rules and regulations adopted pursuant to Section 11.060(d).
11.030 PLAN COMMITTEE RECORDS. The Plan Committee shall keep such records
and data as it shall deem appropriate and it shall from time to time file with
the Board of Directors such reports as the latter may request. It shall be a
function of the Plan Committee to keep records of the assets of the Trust Fund,
based upon reports furnished by the Trustee, and the evaluations placed thereon
by the Committee shall be final and conclusive.
11.040 FUNDING POLICY. The Plan Committee shall be responsible for
determining a funding policy of the Plan consistent with the objectives for the
Investment Funds and shall from time to time advise the Trustee and the
Investment Manager of such policy.
11.050 ALLOCATION AND DELEGATION OF DUTIES UNDER PLAN. The Plan Committee,
the Plan Administrator and the Administrative Committee shall each have the
following powers and authorities:
(a) to designate agents to carry out responsibilities relating to the
Plan, other than fiduciary responsibilities; and
(b) to employ such legal, consultant, medical, accounting, clerical and
other assistance as it may deem appropriate in carrying out the
provisions of this Plan including one or more persons to render
advice with regard to any responsibility any Named Fiduciary or any
other fiduciary may have under the Plan.
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<PAGE> 50
11.060 PLAN COMMITTEE POWERS. In addition to any powers and authority
conferred on the Plan Committee elsewhere in the Plan or by law, the Plan
Committee shall have the following powers and authority:
(a) to allocate fiduciary responsibilities, other than trustee
responsibilities (responsibilities under the Trust Agreement to
manage or control the Plan assets) to one or more members of the
Plan Committee or to the Plan Administrator and to designate one or
more persons (other than the Trustee or Investment Manager) to carry
out such fiduciary responsibilities;
(b) to appoint one or more Investment Managers or investment advisors
(who need not be Investment Managers and who shall not have
authority to manage, acquire, or dispose of Plan assets).
(c) to determine the manner in which the assets of this Plan, or any
part thereof, shall be disbursed by the Trustee, except as relates
to the making and retention of investments; and
(d) to establish rules and regulations from time to time for the conduct
of the Plan Committee's business and for the administration and
effectuation of its responsibilities under the Plan.
11.070 PLAN ADMINISTRATOR. In addition to any powers and authority
conferred on the Plan Administrator elsewhere in the Plan, the Plan
Administrator shall have the following powers and authority:
(a) to administer, interpret, construe and apply this Plan and to decide
all questions which may arise or which may be raised by any
Employee, Participant, Beneficiary, or other person whatsoever, and
the actions or decisions of the Plan Administrator in regard
thereto, or in regard to anything or matter otherwise within his or
her discretion, shall be conclusive and binding on all Employees,
Participants, Beneficiaries, and other persons whatsoever;
(b) to designate one or more persons, other than the Trustee or the
Investment Manager, to carry out fiduciary responsibilities (other
than trustee responsibilities);
(c) to establish rules and regulations from time to time for the
administration and effectuation of his or her responsibilities under
the Plan.
The Plan Administrator shall have such other responsibility as is designated by
ERISA as the responsibility of the administrator of the Plan and shall have
such other power and authority as is necessary to fulfill his or her
responsibilities under ERISA or under the Plan.
11.080 RELIANCE UPON DOCUMENTS AND OPINIONS. The members of the Plan
Committee and the Administrative Committee, the Plan Administrator, the Board
of Directors and the
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Company shall be entitled to rely upon any tables, valuations, computations,
estimates, certificates and reports furnished by any consultants or consulting
firms, opinions furnished by legal counsel and reports furnished by the
Trustee. The members of the Plan Committee, the Plan Administrator, the Board
of Directors and the Company shall be fully protected and shall not be liable
in any manner whatsoever, except as otherwise specifically provided by law, for
anything done or action taken or suffered in reliance upon any such consultant,
Trustee or counsel. Any and all such things done or such actions taken or
suffered by the Plan Committee, the Plan Administrator, the Board of Directors
and the Company shall be conclusive and binding on all Employees, Participants,
Beneficiaries, and other persons whatsoever except as otherwise specifically
provided by law. The Plan Committee and the Plan Administrator may, but are not
required to, rely upon all records of the Company with respect to any matter or
thing whatsoever, and to the extent they rely thereon, such records shall be
conclusive with respect to all Employees, Participants, and Beneficiaries.
11.090 REQUIREMENT OF PROOF. The Plan Committee, the Plan Administrator,
the Administrative Committee, the Board of Directors or the Company may require
satisfactory proof of any matter under this Plan from or with respect to any
Employee, Participant, or Beneficiary, and no such person shall acquire any
rights or be entitled to receive any benefits under this Plan until such proof
shall be furnished as so required.
11.100 LIMITATION ON LIABILITY.
(a) Except as provided in Part 4 of Title 1 of ERISA, no person shall be
subject to any liability with respect to his or her duties under the
Plan, unless he or she acts fraudu lently or in bad faith.
(b) No person shall be liable for any breach of fiduciary responsibility
resulting from the act or omission of any other fiduciary or any
person to whom fiduciary responsibilities have been allocated or
delegated, except as provided in ERISA section 405(a) and
405(c)(2)(A) or (B). No action or responsibility shall be deemed to
be a fiduciary action or responsibility except to the extent
required by ERISA.
11.110 INDEMNIFICATION. To the extent permitted by law, the Company shall
indemnify the Board of Directors, the Plan Administrator, each member of the
Plan Committee, each member of the Administrative Committee and any other
employee of the Company with duties under the Plan against expenses (including
any amount paid in settlement) reasonably incurred by him or her in connection
with any claims against him or her by reason of his or her conduct (except for
his or her willful misconduct) in the performance of his or her duties under
the Plan.
11.120 MULTIPLE FIDUCIARY CAPACITY. Any person or group of persons may
serve in more than one fiduciary capacity with respect to the Plan.
11.130 MAILING AND LAPSE OF PAYMENTS. All payments under the Plan shall be
delivered in person or mailed to the last address of the Participant (or, in
the case of the death of the Participant, to that of any other person entitled
to such payments under the terms of the Plan)
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<PAGE> 52
furnished pursuant to Section 11.150 below. If the Plan Administrator cannot,
by making a reasonably diligent attempt by mail, locate either the Participant
or his or her Beneficiary, as the case may be, for a period of seven years,
such Participant or Beneficiary shall be presumed dead. If payment cannot be
made alternately to the estate of either and no surviving spouse, child,
grandchild, parent, brother or sister of the Participant or his or her
Beneficiary are known to the Plan Administrator or the Trustee or, if known,
cannot with reasonable diligence be located, the amount payable shall be
retained by the Trustee until the amount can be distributed pursuant to the
provisions of this Plan or of applicable law.
11.140 NON-ALIENATION.
(a) Except as provided in subsection (b), no right or benefit provided
for in the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance
(including garnishment, attachment, execution or levy of any kind or
charge) and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void.
(b) The non-alienation rule of subsection (a) shall not apply to the
creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant pursuant to:
(i) a levy for federal income tax issued against the
Participant by the Internal Revenue Service; or
(ii) a domestic relations order, which the Plan Administrator
determines is a qualified domestic relations order under
section 414(p) of the Code and which requires that the
order's alternate payee (as defined in the said Code
section) will be paid in a lump sum as soon as is
practicable following the order's issuance.
11.150 ADDRESSES. Each Participant shall be responsible for furnishing the
Plan Administrator with his or her current address and the correct current name
and address of his or her Beneficiary.
11.160 NOTICES AND COMMUNICATIONS.
(a) All communications from Participants shall be in the manner from
time to time prescribed by the Plan Administrator and shall be
addressed or communicated (including telephonic communications) to
such entity or Company office as may be designated by the Plan
Administrator, and shall be deemed to have been given to the Company
when received by such entity or Company office.
(b) Each communication directed to a Participant or Beneficiary shall be
in writing and may be delivered in person or by mail, in which
latter event it shall be deemed to have been delivered and received
by him or her when so deposited in the United
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States Mail with postage prepaid addressed to the Participant or
Beneficiary at his or her last address of record with the office
designated by the Plan Administrator.
11.170 COMPANY RIGHTS. The Company's rights to discipline or discharge
Employees or to exercise its rights as to incidents and tenure of employment
shall not be affected in any manner by reason of the existence of the Trust
Agreement or the Plan, or any action taken under them.
11.180 PAYMENTS ON BEHALF OF INCOMPETENT PARTICIPANTS OR BENEFICIARIES. In
the event that the Plan Administrator or his or her designee shall find that
any Participant or Beneficiary to whom a benefit is payable under the terms of
this Plan is unable to care for his or her affairs because of illness or
accident, is otherwise mentally or physically incompetent, or unable to give a
valid receipt, the Plan Administrator may cause the payment becoming due to
such Participant or Beneficiary to be paid to another person for his or her
benefit without responsibility on the part of the Plan Administrator, the Plan
Committee, the Administrative Committee, the Company, or the Trustee, to follow
the application of such payment. Any such payment shall be a payment for the
account of the Participant or Beneficiary and shall operate as a complete
discharge of all liability therefor under this Plan of the Trustee, the
Company, the Plan Administrator, the Administrative Committee, and the Plan
Committee.
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ARTICLE XII PARTICIPANT'S CLAIMS
12.010 REQUIREMENT TO FILE CLAIM. A Participant wishing a distribution or
withdrawal from the Plan must present a claim, in such manner and pursuant to
such procedure established by the Plan Administrator, with the person or entity
designated by the Plan Administrator. A claimant who fails to comply with the
manner and procedure designated by the Plan Administrator shall be deemed not
to have made such claim. The person or entity designated by the Plan
Administrator shall approve or deny in writing within thirty (30) days any
claim which has been so presented.
12.020 APPEAL OF DENIED CLAIM.
(a) A Participant whose claim has been denied as set forth in Section
12.010 may appeal the denial to the Plan Administrator by filing a
written appeal within sixty (60) days of the date of the denial.
(b) The Participant or his or her representative shall, for the purpose
of preparation of such appeal, have the right to inspect any
document (including computerized records) relied upon by the Plan
Administrator's representative in denying the claim.
(c) The Plan Administrator or his or her delegate shall make a final,
full and fair review of any such decision which is appealed. A
decision which is not appealed within the time herein provided shall
be final and conclusive as to any matter which was presented to the
person making such decision.
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ARTICLE XIII AMENDMENT, MERGERS, TERMINATION, ETC.
13.010 AMENDMENT. The Board of Directors may, at any time and from time to
time, amend this Plan in whole or in part. However, except as provided in
Section 15.040 below, no amendment shall be made the effect of which would be:
(a) to cause any contributions paid to the Trustee to be used for or
diverted to purposes other than providing benefits to the
Participants and their Beneficiaries, and defraying reasonable
expenses of administering the Plan, prior to satisfaction of all
liabilities with respect to Participants and their Beneficiaries;
(b) to have any retroactive effect so as to deprive any Participant or
Beneficiary of any benefit to which he or she would be entitled
under this Plan if his or her employment were terminated immediately
before such amendment; or
(c) to increase the responsibilities or liabilities of any Trustee or
Investment Manager without its written consent.
13.020 TRANSFER OF ASSETS AND LIABILITIES. The Plan Committee at any time
may, in its sole discretion without the consent of the Participant or his or
her representative, cause the Trustee to segregate part of the assets of the
Trust Fund into one or more separate trust funds and designate a group of
Participants whose benefits shall be provided solely from each such segregated
fund. The Board of Directors may, in its sole discretion without the consent of
any Participant or his or her representative, establish a separate plan to
cover any such group of Participants. The initial terms and conditions of any
such plan shall be identical to the extent such terms and conditions affect the
rights of Participants under the Plan. Amendment to the Plan shall not be
necessary to carry out the provisions of this Section 13.020. Any such transfer
of assets and liabilities to another plan shall be expressly conditioned on the
qualification of such plan and trust under section 401(a) and section 501(a) of
the Code.
13.030 MERGER RESTRICTION. Notwithstanding any other provision in this
Plan, the Plan shall not in whole or in part merge or consolidate with, or
transfer its assets or liabilities to any other plan unless each affected
Participant in this Plan would (if the Plan then terminated) receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or
greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan had then
terminated).
13.040 SUSPENSION OF CONTRIBUTIONS. The Company may, without amendment of
the Plan and without the consent of any Participant or representative of any
Participant, suspend contributions to the Plan as to all or certain
Participants by action of the Board of Directors. In any event, the Company
will suspend contributions at any time when the amount of any
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contribution by it would be in excess of the earnings, including retained
earnings, of the Company. Upon a suspension, the Plan Committee may, in its
sole discretion permit the Trust Fund to continue to be held by the Trustee, or
may segregate one or more parts of the Trust Fund, as provided in Section
13.020.
13.050 DISCONTINUANCE OF CONTRIBUTIONS. The Company may, by action of the
Board of Directors, without amendment of the Plan and without the consent of
any Participant or representative of any Participant, discontinue such
contributions to the Plan as to all or certain Participants. Upon such
discontinuance the Plan Committee may in its sole discretion segregate one or
more parts of the Trust Fund, as provided in Section 13.020.
13.060 TERMINATION. The Plan Committee may terminate or partially
terminate the Plan at any time. Upon such termination or partial termination of
the Plan, or upon a complete discontinuance of contributions pursuant to
Section 13.050 the Accounts of each affected Partici pant shall become
nonforfeitable, and for this purpose the Company shall contribute to the
Company Contribution Accounts of all Employees who:
(a) have forfeited Units in such Accounts under Articles V and VI within
five (5) years prior to such termination, and,
(b) but for such forfeitures, would have been vested in such forfeited
Units under Section 5.010 on the date of termination of the Plan,
amounts sufficient to restore such forfeitures in the same manner as such
forfeitures could have been restored by such persons under applicable
provisions of the said Articles V and VI. In the event of termination or
partial termination the Plan Committee may, without the consent of any
Participant or other person, (i) permit the Trustee to retain all or part of
the Trust Fund or (ii) distribute all or part of the Trust Fund to the
Participants or their spouses or Beneficiaries.
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ARTICLE XIV STATUTORY LIMITATIONS
14.010 ANNUAL LIMITS OF PARTICIPANTS' ACCOUNT INCREASES.
(a) This Article XIV is intended to conform the Plan to the requirements
of section 415 of the Code, and the regulations issued thereunder;
and shall be administered and interpreted in accordance with such
requirements and regulations; and notwithstanding any provision of
this Plan to the contrary, no amount shall be credited to any
Participant's Account which is in excess of the limitation imposed
by said section 415, as from time to time amended or replaced.
(b) The amount allocated in each calendar year to any Participant under
the combination of defined contribution plans of all Affiliated
Companies cannot exceed the lesser of $30,000 (or such larger amount
as may be established under section 415(d)(1)(B) of the Code to
reflect an increase in the cost of living) or 25% of the
Participant's total compensation. For purposes of this limitation,
the amount allocated shall be deemed to be comprised of:
(i) Company Contributions, Compensation Deferral Contributions
and Supplemental Deferral Contributions with respect to the
Participant; and
(ii) forfeitures; and
(iii) for all calendar years ending on or prior to December 31,
1986, the lesser of:
(A) one half of the Participant's Compensation Deduction
Contributions; or
(B) the Participant's Compensation Deduction
Contributions in excess of 6% of his or her total
compensation from the Company or an Affiliated
Company; and
(iv) for each calendar year commencing on or after January 1,
1987, the Participant's Compensation Deduction
Contributions.
14.020 LIMITS AS TO COMBINED PLANS. In the case of a Participant who also
is a participant in a defined benefit pension plan which is or was maintained
by the Company or an Affiliated Company and to which section 415 of the Code
applies, the limitation set forth herein shall be further adjusted in
compliance with section 415(e) of the Code. In making such adjustment, the
maximum benefit allowable shall be paid hereunder before applying the
limitations on the defined benefit plan.
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14.030 COMBINING SIMILAR PLANS. For purposes of this Article, all defined
contribution plans which are required to be aggregated under section 414(b) of
the Code shall be so aggregated and the limitation set forth herein shall be
applied to the total amounts allocated under all such plans.
14.040 ADJUSTMENT TO DEFERRAL CONTRIBUTIONS. To the extent the
Compensation Deferral Contributions and Supplemental Deferral Contributions
elected by a Participant under Sections 2.020(a)(i) and (b)(i) would, if made,
cause the total amount allocated to a Participant in any calendar year to
exceed the limitations set forth in this Article, such amount shall be paid as
compensation to the Participant and shall be contributed to the Plan by the
Participant as Compensation Deduction Contributions to the full extent
permitted under this Article and Section 2.030.
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ARTICLE XV MISCELLANEOUS
15.010 BENEFITS PAYABLE ONLY FROM TRUST FUND. All benefits payable
hereunder shall be provided solely from the trust, and the Company assumes no
responsibility for the acts of the Trustee, except as provided in the Trust
Agreement.
15.020 REQUIREMENT FOR RELEASE. Any payment to any Participant or a
Participant's present, future or former spouse or Beneficiary in accordance
with the provisions of this Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Trustee and the Company, and the Trustee
may require such Participant or Beneficiary, as a condition precedent to such
payment to execute a receipt and release to such effect.
15.030 TRANSFERS OF STOCK. Transfers of Common Stock from the Trustee
pursuant to Article V or VI shall be made as soon as practicable, but neither
the Company, any Named Fidu ciary nor the Trustee shall have any responsibility
for any decrease in the value of such stock between the Valuation Date used for
determination of the number of shares to which the Participant is entitled and
the date of transfer by the transfer agent, nor, except as provided in Articles
V and VI, shall the Participant receive any dividends, rights, options or
warrants on such stock other than those payable to stockholders of record as of
a date on or after the date of transfer.
15.040 QUALIFICATION OF THE PLAN. The Company intends to preserve the
qualification with and approval by the Internal Revenue Service of the Plan as
a plan, Company Contributions to which are deductible by the Company for
federal income tax purposes. Continuation of the Plan is contingent upon and
subject to retaining such approval of the Commissioner of Internal Revenue as
the Company may find necessary to establish the continued deductibility for
income tax purposes of the Company Contributions under the Plan. Any
modification or amendment of the Plan or the Trust Agreement may be made
retroactively by the Company, if necessary or appropriate, to qualify or
maintain the Plan and the Trust as a plan and trust meeting the requirements of
applicable sections of the Code and of other federal and state laws, as now in
effect or hereafter amended or enacted.
15.050 INTERPRETATION. The masculine gender shall include the feminine and
the singular shall include the plural unless the context clearly indicates
otherwise.
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ARTICLE XVI TENDER OFFERS: PLAN ADMINISTRATION
16.010 APPLICABILITY. The provisions of this Article XVI shall take effect
only as of the date of the first tender or deposit by the Trustee of any share
of Common Stock pursuant to any Tender Offer (as herein defined) in accordance
with the Trust Agreement, and shall remain in effect thereafter unless and
until (a) each share of Common Stock held in the Rockwell Stock Fund which has
been tendered or deposited in accordance with the Trust Agreement, pursuant to
such Tender Offer or any subsequent Tender Offer commenced while the provisions
of this Article XVI are in effect has been effectively withdrawn by or
otherwise returned to the Trustee and (b) the certificate representing each
share is in the possession of the Trustee. As used in this Article XVI, the
term "Tender Offer" means any tender offer for, or request or invitation for
tenders of, the Common Stock subject to section 14(d)(1) of the Securities
Exchange Act of 1934, as amended, or any regulation thereunder, except for any
such tender offer or request or invitation for tenders made by the Company or
any Affiliated Company.
16.020 ESTABLISHMENT AND INVESTMENT OF ROCKWELL STOCK SUB FUND. While the
provisions of this Article XVI are in effect:
(a) The Trustee shall establish a Rockwell Stock Sub Fund consisting of
any cash, securities or other consideration received by the Trustee
as payment for shares of Common Stock previously held in the
Rockwell Stock Fund which were tendered or deposited in accordance
with the Trust Agreement, all property purchased therewith and the
proceeds and income therefrom.
(b) The Trustee shall use all cash in the Rockwell Stock Sub Fund only
to purchase the kinds of instruments of debt with maturity of not
more than three years in which the Trustee and any Investment
Manager may invest and reinvest the principal and income of the
Fixed Income Fund and shall so invest and reinvest the principal
thereof and income thereon. Dividends, income and other
distributions received on, and proceeds from the sale or other
disposition of, any securities or other consideration held by the
Trustee for Participants in the Rockwell Stock Sub Fund pursuant to
a tender or deposit of shares of Common Stock in accordance with the
Trust Agreement, shall be similarly invested and reinvested.
(c) The funding policy of the Plan determined by the Plan Committee
pursuant to Section 11.040 shall be consistent with the objectives
for the Rockwell Stock Sub Fund.
16.030 MAINTENANCE AND VALUATION OF ROCKWELL STOCK SUB FUND. While the
provisions of this Article XVI are in effect:
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(a) A separate Account representing each Participant's interest in the
Rockwell Stock Sub Fund under the Participant's Company Contribution
Account, Deferral Accounts or Deduction Account, as applicable,
shall be maintained. Such separate Accounts shall contain sufficient
information to permit with respect to the Rockwell Stock Sub Fund a
determination of the dollar balance of such Participant's Accounts
at any time in accordance with the Unit valuation described in
subsections (b), (c) and (d) hereof. Such separate Accounts shall
contain sufficient information to permit such other determinations
as may be required to carry out the provisions of this Plan.
(b) The interest of each Participant in the Rockwell Stock Sub Fund
shall be represented by Units allocated to his or her Accounts. The
initial value of each Unit to be allocated to his or her Accounts in
respect of amounts held by the Trustee in the Rockwell Stock Sub
Fund shall be One Dollar ($1.00), and Units shall be credited to
each Participant on such basis for amounts received by the Trustee
on his or her behalf prior to the first Valuation Date following the
first receipt by the Trustee of cash, securities or other
consideration for shares of Common Stock previously representing his
or her interest in the Rockwell Stock Fund which were tendered or
deposited in accordance with the Trust Agreement. Each receipt on
behalf of a Participant of cash, securities or other consideration
for shares of Common Stock previously representing his or her
interest in the Rockwell Stock Fund which were tendered or deposited
in accordance with the Trust Agreement, or each payment to a
Participant from the Rockwell Stock Sub shall result in a credit or
charge to the affected Account of the Participant equal to the
number of Units received or paid as the case may be.
(c) As of the Valuation Date immediately following the first deposit
into the Rockwell Stock Sub Fund and as of each succeeding Valuation
Date, an amount equal to the fair market value of all property in
such Sub Fund shall be determined by the Trustee in such manner and
on such basis as it shall deem appropriate. Such amount shall be
divided by the total number of Units credited to all Participants in
the said Sub Fund, thereby establishing a new Unit Value. With
respect to such Sub Fund, each receipt therein or payment therefrom
after such Valuation Date shall be converted to Units by dividing
such new Unit value into the amount of such receipt or payment and
the affected Account of the Participant shall be credited or
charged, as the case may be, with the portion of the number of Units
so computed properly attributable to such Participant.
(d) As of any specified date, the dollar balance of the individual
Accounts of each Participant in the Rockwell Stock Sub Fund shall be
determined in the same manner as under Section 4.040 (but using for
such determination amounts received by the Trustee in respect of the
said Sub Fund in lieu of contributions).
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(e) The Participant's Account in the Rockwell Stock Fund shall be
reduced as of each date on which the Trustee receives cash,
securities or other consideration for shares of Common Stock
previously representing some or all of his or her interest in the
Rockwell Stock Fund which were tendered or deposited in accordance
with the Trust Agreement, by the number of Units which bears the
same relation to the number of Units credited to such Account
immediately prior to the tender or deposit of such shares as the
portion of his or her interest in the Rockwell Stock Fund in respect
of which such shares were tendered bore to his or her entire
interest in the Rockwell Stock Fund immediately prior to the tender
or deposit of such shares.
16.050 BENEFITS PAYABLE FROM SUB FUNDS AT TERMINATION OF EMPLOYMENT. While
the provisions of this Article XVI are in effect:
(a) For purposes of Section 5.010, each Unit representing a
Participant's interest in the Rockwell Stock Sub Fund which results
from the crediting to the Participant's Account in the said Sub Fund
of cash, securities or other consideration received by the Trustee
pursuant to the tender or deposit in accordance with the Trust
Agreement, of shares of Common Stock previously representing his or
her interest in the Rockwell Stock Fund shall be deemed attributable
to Company Contributions made on the Participant's behalf which
resulted in the credit to his or her Account in the Rockwell Stock
Fund of a Unit in respect of such interest.
(b) For purposes of Section 5.020(a):
(i) The full dollar balance of the Participant's accounts in
the Rockwell Stock Sub Fund shall be deemed to be described
in paragraph (iii) thereof, and such balance shall be
deemed to be an amount that the Participant (or his or her
Beneficiary in the case of death) shall receive under
paragraph (i) thereof. Such balance shall be determined, in
the manner provided by Section 16.040(d), by reference to
the Units in each such account on the date of the
Participant's termination of employment for any reason set
forth in Section 5.020(a), and the value of each Unit on
the Valuation Date coinciding with or immediately preceding
such date.
(ii) The amounts set forth in subparagraphs (A) and (B) of
paragraph (iii) of Section 5.020(a) shall be amounts that
the Participant (or his or her Beneficiary in the case of
death, shall receive under paragraph (i) thereof; provided,
however, that no share of Common Stock representing a
Participant's interest in the Rockwell Stock Fund which, as
of the date of such Participant's termination of employment
for any reason set forth in Section 5.020(a), has been
tendered or deposited in accordance with the Trust
Agreement, shall be transferred to such Participant (or his
or her Beneficiary in the case of death) pursuant to
paragraph (i) of Section 5.020(a) unless and until such
share has been effectively withdrawn by or otherwise
returned to the Trustee and the
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certificate representing such share is in the possession of
the Trustee; and provided, further, however, that there
shall be paid or transferred to such Participant (or his or
her Beneficiary in the case of death) any and all cash,
securities or other consideration received by the Trustee
for whole shares of Common Stock previously representing
such Participant's interest in the Rockwell Stock Fund as
of the Valuation Date immediately preceding the date of
such termination and which were tendered or deposited in
accordance with the Trust Agreement, as soon as practicable
after the receipt of such cash, securities or other
consideration by the Trustee.
(c) If the Participant's employment is terminated for any reason other
than those reasons set forth in Sections 5.020 or 5.030, the
Participant shall receive as soon as practicable:
(i) The vested portion of the dollar balance of his or her
account in the Rockwell Stock Sub Fund, such balances to be
determined, in the manner provided in Section 16.040(d), by
reference to the Units in each such Account on the date of
such termination and the value of each Unit on the
Valuation Date coinciding with or immediately preceding
such date.
(ii) The amounts set forth in paragraphs (i) through (iv) of
Section 5.040(a); provided, however, that no share of
Common Stock representing such Participant's vested
interest in the Rockwell Stock Fund which, as of the date
of such termination, has been tendered or deposited in
accordance with the Trust Agreement, shall be transferred
to such Participant after the date of such termination
unless and until such share has been effectively withdrawn
by or otherwise returned to the Trustee and the certificate
representing such share is in the possession of the
Trustee; and provided further, however, that there shall be
paid or transferred to such Participant any and all cash,
securities or other consideration received by the Trustee
for whole shares of Common Stock previously representing
such Participant's vested interest in the Rockwell Stock
Fund as of the Valuation Date immediately preceding the
date of such termination and which were tendered or
deposited in accordance with the Trust Agreement, as soon
as practicable after the receipt of such cash, securities
or other consideration by the Trustee.
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16.060 DISTRIBUTIONS FROM THE PLAN UNDER SECTION 6.010. While the
provisions of this Article XVI are in effect:
(a) The amount paid or transferred to a Participant who elects a
distribution in accordance with Section 6.010 shall be determined in
the same manner as under Section 16.050(c) (except that the date of
receipt of the election shall be used for such determination in lieu
of the date of termination and except that the Participant's
Compensation Deferral Account and the related portion of his or her
Company Contribution Account, if any, shall not be distributable).
(b) As soon as practicable after an Employee makes a repayment described
in Section 6.020, there shall be credited to the Employee's Company
Contribution Account a dollar amount as set forth in Section
6.020(c)). To the extent that the dollar amount to be credited to
his or her Company Contribution Account relates to shares of Common
Stock previously representing his or her interest in the Rockwell
Stock Fund for which the Trustee received cash, securities or other
consideration pursuant to the tender or deposit thereof in
accordance with the Trust Agreement, such dollar amount shall be
allocated to the Rockwell Stock Sub Fund. At the same time, the
Employee's Compensation Deduction Account shall be credited with a
dollar amount, and such amount shall be allocated to the funds and
any accounts under the Guaranteed Return Fund, as set forth in
Section 6.020(c); provided, however, that, if the Participant makes
a repayment in respect of shares of Common Stock previously held in
his or her Compensation Deduction Account in the Rockwell Stock Fund
for which the Trustee received cash, securities or other
consideration pursuant to the tender or deposit thereof in
accordance with the Trust Agreement, a dollar amount equal to the
amount of such repayment shall be allocated to the Participant's
Compensation Deduction Account in the Rockwell Sub Fund. The amounts
credited under this subsection (b) shall vest, and, for purposes of
this subsection (b), the balance of the Participant's Company
Contribution Account shall be determined, as set forth in the
penultimate and last sentences of Section 6.020(d).
16.070 WITHDRAWALS FROM DEDUCTION ACCOUNTS UNDER SECTION 6.020. While the
provisions of this Article XVI are in effect:
(a) For purposes of Section 6.020(c), withdrawals pursuant to this
subsection (a) shall be taken from the Employee's Accounts in the
Investment Funds in a pro rata fashion, based upon the relative size
of the said Accounts. Any withdrawal from his or her Accounts in the
Guaranteed Return Fund shall be taken in reverse sequence by first
exhausting his or her Accounts in the most recent contracts under
such Fund. An Employee may, however, elect to have any such
withdrawal taken first from his or her Account in the Rockwell Stock
Fund, with any additional withdrawal amount to be taken from his or
her Accounts in the remaining Investment Funds.
(b) For purposes of subsection (c) of Section 6.020, as soon as
practicable after a Participant makes a repayment described in such
subsection, there shall be credited to
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the Participant's Company Contribution Account a dollar amount as
set forth in the first sentence of such subsection immediately
following paragraph (iv) thereof. To the extent that the dollar
amount to be credited to his or her Company Contribution Account
relates to shares of Common Stock previously representing his or her
interest in the Rockwell Stock Fund for which the Trustee received
cash, securities or other consideration pursuant to the tender or
deposit thereof in accordance with the Trust Agreement, such dollar
amount shall be allocated to the Rockwell Stock Sub Fund. At the
same time, the Participant's Compensation Deduction Account shall be
credited with a dollar amount equal to the amount repaid by the
Participant to such Account, and such amount shall be used to
purchase Units and shall be allocated to the funds and any accounts
under the Guaranteed Return Fund, as set forth therein; provided,
however, that, if the Participant makes a repayment in respect of
shares of Common Stock previously held in his or her Compensation
Deduction Account in the Rockwell Stock Fund as to which a
withdrawal election was made and for which the Trustee received
cash, securities or other consideration pursuant to the tender or
deposit thereof in accordance with the Trust Agreement, a dollar
amount equal to the amount of such repayment shall be allocated to
the Participant's Compensation Deduction Account in the Rockwell
Stock Sub Fund. The amounts credited under this subsection (b) shall
vest as set forth in the last sentence of Section 6.020(c).
(c) Partial withdrawals pursuant to Section 6.020(d) shall be in a
minimum amount of $100 with respect to the Rockwell Stock Sub Fund.
16.080 WITHDRAWALS FROM DEFERRAL ACCOUNTS UNDER SECTION 6.030. While the
provisions of this Article XVI are in effect, For purposes of Section 6.030,
withdrawals, in minimum amounts of $100 shall be taken from the Employee's
Accounts in the Investment Funds in a pro rata fashion, based upon the relative
size of the said Accounts. Any withdrawal from his or her Accounts in the
Guaranteed Return Fund shall be taken in reverse sequence by first exhausting
his or her Accounts in the most recent contracts under such Fund. An Employee
may, however, elect to have any such withdrawal taken first from his or her
Account in the Rockwell Stock Fund, with any additional withdrawal amount to be
taken from his or her Accounts in the remaining Investment Funds.
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ARTICLE XVII TOP HEAVY PROVISIONS
17.010 DEFINITIONS. For purposes of this Article, the following special
definitions shall apply:
(a) "Top Heavy Plan" shall mean a qualified retirement plan, including
this Plan if applicable, which is included in, or which constitutes,
an Aggregation Group under which, as of the Determination Date, the
sum of the present values of accrued benefits for all Key Employees
under all defined benefit plans in the Aggregation Group and the
aggregate of all accounts of Key Employees under all defined
contribution plans in the Aggregation Group exceeds sixty percent
(60%) of the sum of the present values of accrued benefits under all
such defined benefit plans and of all accounts under all such
defined contribution plans for all participants under such plans.
(b) "Key Employee" shall mean each Employee or former Employee who has,
at any time during the five (5) year period ending on the
Determination Date, performed services for an Affiliated Company and
who is, at any time during the plan year ending on the Determination
Date, or was, during any one of the four plan years preceding the
plan year ending on the Determination Date, any one or more of the
following.
(i) An officer of the Company having annual compensation
greater than fifty percent (50%) of the amount in effect
under Code section 415(b)(1)(A) for any plan year;
(ii) One of the ten (10) persons having annual compensation from
all Affiliated Companies greater than the limitation in
effect under Code section 415(c)(1)(A) and owning (or
considered as owning within the meaning of Code section
318, as modified by Code section 416(i)(B)(iii)), the
largest interests in the Company;
(iii) Any person owning (or considered as owning within the
meaning of Code section 318, as modified by Code section
416(i)(B)(iii)), more than five percent (5%) of the
outstanding stock of the Company (or stock having more than
five percent (5%) of the total combined voting power of all
stock of the Company) (a "5 Percent Owner"); or
(iv) Any person who has annual compensation of more than one
hundred fifty thousand dollars ($150,000) and would be
described in subsection (3) above, if "one percent (1%)"
was substituted for "five percent (5%)".
For purposes of determining whether a person is an officer in
paragraph (i) above, in no event will more than fifty (50) Employees
or, if less than fifty (50) Employees, the
- 65 -
<PAGE> 67
greater of three (3) Employees or ten percent (10%) of all
Employees, be considered Key Employees solely by reason of officer
status. In addition, persons who are merely nominal officers will
not be treated as officers solely by reason of their titles.
(c) "Determination Date" shall mean the last day of the immediately
preceding plan year or, in the case of the first plan year of any
plan, the last day of such plan year.
(d) "Employee" shall mean not only an Employee as defined in Article I,
but shall also include any beneficiary of such Employee.
(e) "Aggregation Group" shall mean a group of plans (including this
Plan) maintained by one or more Affiliated Companies in which a Key
Employee is a participant or which is combined with this Plan in
order to meet the coverage and nondiscrimination requirements of
Code sections 410 and 401(a)(4). The Aggregation Group shall also
include those plans other than this Plan which need not be
aggregated with this Plan to meet Code Requirements, but which are
selected by the Company to be part of a selective Aggregation Group
which shall include this Plan if the Aggregation Group would
continue to meet the requirements of Code sections 401(a)(4) and 410
with such plans being taken into account.
(f) "Non-Key Employee" shall mean any employee who is not a Key
Employee. Non-Key Employee shall also mean an employee who is a
former Key Employee.
17.020 APPLICATION OF THIS ARTICLE. In the event that this Plan is or
becomes a Top Heavy Plan, the following special provisions shall become
applicable to this Plan and shall supersede the comparable provisions contained
elsewhere in this Plan.
(a) Minimum Contribution. The Plan, where aggregated with each other
defined contribution plan in the Aggregation Group in which a Key
Employee is a participant, shall provide a minimum allocation to the
account of each Participant who is not a Key Employee for each plan
year to which these rules apply equal to the lesser of:
(i) four percent (4%) of such Participant's compensation
(subject to the provisions of Section 17.030), or
(ii) the highest percentage of contribution made for the plan
year to a Participant who is a Key Employee for such plan
year.
(b) Vesting. A Participant's nonforfeitable right to his or her Company
Contribution Account shall be not less than the amount determined
pursuant to the following sche dule:
- 66 -
<PAGE> 68
<TABLE>
<CAPTION>
Years of Service Vested Interest
---------------- ---------------
<S> <C>
Less than two 0%
Two but less than three 20%
Three but less than four 40%
Four but less than five 60%
Five or more 100%
</TABLE>
If the Plan ceases to be a Top Heavy Plan the vesting schedule set
forth in Section 5.010(a) shall again become applicable; provided
that a Participant's nonforfeitable right to his or her Company
Contribution Account shall not be less than his or her
nonforfeitable right to the balance of his or her Company
Contribution Account immediately before the Plan ceased to be a Top
Heavy Plan; and provided further that any Participant who at the
time the Plan ceased to be a Top Heavy Plan had been an Employee on
the last day of at least three (3) plan years following his or her
becoming an Employee shall be permitted irrevocably to elect to
remain under the vesting schedule set forth in this subsection (b)
in lieu of the vesting schedule set forth in Section 5.010(a).
(c) Maximum Compensation. For any plan year in which the Plan is a Top
Heavy Plan, only the first two hundred thousand dollars ($200,000)
of each Participant's annual compensation will be taken into account
for purposes of determining benefits under the Plan, provided that
such dollar amount shall be automatically adjusted as prescribed by
the Secretary of the Treasury.
17.030 ADJUSTMENT OF LIMITATION ON ANNUAL BENEFIT. If for any plan year
the Plan becomes "super top heavy" (i.e., by substituting "90%" for "60%" in
Section 17.010(a)), the percentage described in Section 18.020(a)(i) shall be
changed to three percent (3%), and Section 14.020 shall be applied in
accordance with the requirements of Code section 416(h)(1) (i.e., by
substituting "90%" for "60%" in Section 17.010(a)).
- 67 -
<PAGE> 69
EXHIBIT A
COVERED LOCATIONS UNDER
ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN
FOR REPRESENTED HOURLY EMPLOYEES
Milwaukee Operations
Milwaukee County, Wisconsin
Industrial Control Division
Fairfield, New Jersey**
Industrial Control Division
New Berlin, Wisconsin
Engineered Products Plant
Richland Center, Wisconsin
Allen-Bradley Technical Services, Inc.
(All locations)*
Drives Division
Brown Deer, Wisconsin
Drives Division
Cedarburg, Wisconsin
Drives Division
Fullerton, California****
Systems Division
Bozeman, Montana***
Systems Division
Dublin, Georgia
Systems Division
Highland Heights, Ohio
Systems Division
Novi, Michigan***
Systems Division
Twinsburg, Ohio
- 68 -
<PAGE> 70
All U.S. Sales and Services Offices
Magnetics Division
Shawnee, Oklahoma
Electronics Division
Greensboro, North Carolina
Electronics Division
El Paso, Texas
Electronics Division
Torrence, California***
Rostone Division
Lafayette, Indiana*****
*The Plan does not cover non-resident alien employees.
**Participation effective December 1, 1982.
***Participation effective September 1, 1983.
****Participation effective December 1, 1985.
*****Rostone employees ceased to be employees of the Company on February 28,
1985.
- 69 -
<PAGE> 71
EXHIBIT B
PROCEDURES, TERMS AND CONDITIONS OF LOANS
ELIGIBILITY FOR LOANS. The individuals eligible to obtain loans from the Plan
("Borrowers") are limited to:
(1) Employees, and
(2) non-Employees who are "parties in interest" (as defined in section
3(14) of ERISA)
who have Plan Account balances. An Employee who wishes to obtain a loan must be
employed on an active payroll of an Affiliated Company at the time of the loan
application. A party in interest who is not an Employee will be eligible to
obtain a loan only if an agreement can be provided by the party's current
employer to deduct and remit the required loan repayments to the Savings Plan.
LIMITATION ON NUMBER AND MINIMUM AMOUNT OF LOANS. Only one (1) loan to a
Borrower is permitted to be outstanding from all Company sponsored savings
plans at any one time. Any Borrower who has an outstanding loan from the Plan
will be required to repay that loan in full before applying for another loan.
Each loan which is approved must be for a minimum of $1,000.
MAXIMUM AMOUNT OF LOAN. The amount which a Borrower will be permitted to borrow
from the Plan is based on the aggregate value of the Borrower's Accounts,
determined in accordance with Section 4.030 of the Plan, and may not exceed the
least of the amounts described in subsections (a), (b) and (c) of Section 6.040
of the Plan. The maximum amount of any loan will be further limited to ensure
that, after applying the appropriate interest rate and taking into account all
applicable deductions, the resulting periodic repayments will not exceed the
Borrower's net earnings. The deductions referred to in the preceding sentence
include statutory withholdings, deductions for employee benefits and all
pre-tax contributions to the Plan, but exclude credit union, savings bond,
charitable contribution and other similar deductions.
LOAN APPLICATIONS. Loan applications by prospective Borrowers will be made via
telephone to the Plan Administrator or such third party administrator as may be
designated by the Plan Administrator (either of whom is hereafter referred to
as the "Loan Administrator"). The Loan Administrator will then review the
telephonic application and determine eligibility for the loan. If the loan is
approved, the Loan Administrator will prepare and forward to the Borrower a
letter notifying the Borrower of the approval, together with a Truth in Lending
Statement and a check for the loan amount, all in form approved by the Plan
Administrator. The Borrower's endorsement of the loan check will be considered
to be the Borrower's agreement to the terms of the loan. Failure by the
Borrower to endorse the check within thirty (30) days after the date of the
check will be deemed to be a withdrawal by the Borrower of the loan
application.
- 70 -
<PAGE> 72
SOURCE OF LOAN FUNDS. Each loan will be funded by withdrawing the required
amounts from the Plan Account(s) of the Borrower in the following order:
First -- from the Borrower's Supplemental Deferral Account;
Second -- from the Borrower's Compensation Deferral Account; and
Third -- from the Borrower's Compensation Deduction Account.
Subject to the provisions of the following paragraph, the loan amount will be
funded by the Borrower's Investment Funds in the applicable Accounts, in a pro
rata fashion, based upon the relative size of the balance of each such Fund in
the Accounts.
Alternatively, a Borrower may elect to have the loan funded first from the
Borrower's interest in the Rockwell Stock Fund, with any additional funding to
be on a pro rata basis from the remaining Investment Funds.
Any loan funding from the Borrower's interest in the Rockwell Stock Fund will
be carried out first from the Borrower's Common Units in that Fund. To the
extent a loan is made against the Borrower's Rockwell Stock Fund Account, the
Borrower will receive cash in lieu of shares of Common Stock. The Trustee will
not be permitted to sell shares of Common Stock in order to provide the cash
with which to finance loan applications.
If, at any time, the Trustee does not have sufficient cash on hand to finance
all outstanding loan applications, processing of each application for which
sufficient cash is not available will be deferred until sufficient cash becomes
available to process such loans on a first-come, first-serve basis.
DETERMINATION OF LOAN INTEREST RATE. The interest rate to be charged for loans
will be one percent (1%) over the prime rate, which is defined for this Exhibit
as the base rate on corporate loans posted by at least seventy-five percent
(75%) of the largest thirty (30) U.S. banks, as such rate is identified in the
edition of The Wall Street Journal published on the last business day of the
month prior to the approval of a loan.
TERM OF LOANS. Loans will be permitted for terms of 12, 24, 36, 48 or 60 months
for loans other than those for the purpose of purchasing a primary residence,
which will be permitted for a term of 120 months.
REPAYMENTS. Loan repayments by Employees will be deducted from the Employee's
pay check each pay period. If a pay check is insufficient to cover the full
amount of the loan repayment, no deduction will be made, and the repayment will
be deducted from the Employee's next pay check. Loan repayment schedules for
Borrowers who are not Employees will be developed on an individual basis, but
will parallel as closely as possible the loan repayment schedules for
Employees.
i
<PAGE> 73
PREPAYMENTS. The full unpaid balance of a loan may be prepaid at any time by a
Borrower. Partial prepayments in excess of scheduled payroll deductions will
not be accepted. No prepay ments will be accepted within twelve (12) months
after the date of the loan, unless the Borrower is an Employee and terminates
employment within such twelve (12) month period.
MISSED PAYMENTS. If any payment is not made, interest will continue to accrue
on such missed payment and subsequent payments will be applied first to accrued
and unpaid interest on the missed payment and then to principal. A notice will
be mailed to the last known address of the Borrower stating that if three (3)
consecutive months of payments are missed, the loan will be considered to be in
default.
TERMINATION OF EMPLOYMENT. If a Borrower who is an Employee terminates
employment or is on an unpaid leave of absence, or if a Borrower who is not an
Employee is no longer able to repay a loan through payroll deductions, the
Borrower may continue to make loan repayments by personal check. Such
repayments to the Plan will be made through the Loan Administrator at an
address to be provided to the Borrower by the Loan Administrator.
DEFAULT. A loan will be considered to be in default after three (3) consecutive
months of payments have been missed during the term of the loan or when a
Borrower revokes a payroll deduction authorization. In the event of such a
default, a distribution of the loan amount, including both unpaid principal and
accrued but unpaid interest, will be deemed to have occurred (as described in
section 1.401(k)-1(d)(6)(ii) of the Treasury Regulations) and an information
return reflecting the tax consequences, if any, to the Borrower will be issued.
Upon the occurrence of an event permitting actual distribution of the
Borrower's Account pursuant to the provisions of Code section 401(k) (whether
distribution of the Borrower's entire Plan Account will actually be made or
will be deferred pursuant to applicable provisions of the Plan), the unpaid
balance of a defaulted loan will be charged off against the Borrower's Account.
If no distribution event has occurred, which would otherwise permit payment to
the Borrower under Code section 401(k), the unpaid balance of the loan will be
retained in the Account until such time as payment would be permitted under
that Code section, at which time the unpaid balance of the loan, including any
accrued and unpaid interest, will be charged off against the Borrower's
Account.
ii
<PAGE> 1
EXHIBIT 5-A
December 6, 1996
New Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, CA 90740
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of New Rockwell
International Corporation, a Delaware corporation (the "Company"), and am
delivering this opinion in connection with the filing on this date by the
Company of a Registration Statement on Form S-8 (the "Registration Statement")
registering under the Securities Act of 1933, as amended (the "Act"), certain
shares of Common Stock, par value $1.00 per share (including the associated
Preferred Share Purchase Rights) of the Company (the "Common Shares") that may
be issued in accordance with the Allen-Bradley Savings and Investment Plan for
Represented Hourly Employees (the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary as a basis for the opinions hereinafter expressed.
On the basis of the foregoing, and having regard for legal considerations that I
deem relevant, I am of the opinion that when the Registration Statement becomes
effective under the Act, any Common Shares issued and delivered in accordance
with the Plan will, when so delivered, be legally issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.
I express no opinion herein as to any laws other than the General Corporation
Law of the State of Delaware and the Federal laws of the United States.
Very truly yours,
/s/ William J. Calise, Jr.
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of New Rockwell International
Corporation (to be renamed Rockwell International Corporation), a Delaware
corporation (the Company), hereby constitute WILLIAM J. CALISE, JR., EDWARD T.
MOEN, II and PETER R. KOLYER, and each of them singly, my true and lawful
attorneys with full power to them and each of them to sign for me, and in my
name and in the capacity or capacities indicated below, (1) the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 and any
amendments thereto; (2) Registration Statements and any and all amendments
(including post-effective amendments) and supplements thereto for the purpose of
registering under the Securities Act of 1933, as amended, debt securities of the
Company in an aggregate principal amount of up to $1,000,000,000; and (3) a
Registration Statement and any and all amendments (including post-effective
amendments) and supplements thereto for the purpose of registering under the
Securities Act of 1933, as amended, securities to be sold pursuant to the
Allen-Bradley Company Savings and Investment Plan for Represented Hourly
Employees; and (4) any and all amendments (including supplements and
post-effective amendments) to (a) the Registration Statement on Form S-8
registering securities to be sold under the Company's 1995 Long-Term Incentives
Plan, 1988 Long-Term Incentives Plan and 1979 Stock Plan for Key Employees
(Registraiton No. 333-17055); and (b) the Registration Statement on Form S-8
registering securities to be sold pursuant to the Company's Savings Plan, as
amended, the Company's Retirement Savings Plan for Certain Employees, as
amended, the Allen-Bradley Company Savings and Investment Plan for Salaried
Employees, as amended, the Allen-Bradley Company Savings and Investment Plan for
Hourly Employees, as amended, and the Reliance Electric Company Savings and
Investment Plan, as amended (Registration No. 333-17031).
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- --------------------------------- -----------------
<C> <S> <C>
/S/ DONALD R. BEALL Chairman of the Board and December 4, 1996
- ----------------------------------- Chief Executive Officer
(Donald R. Beall) (principal executive officer)
and Director
/S/ DON H. DAVIS, JR. Director December 4, 1996
- -----------------------------------
(Don H. Davis, Jr.)
/S/ LEW ALLEN, JR. Director December 4, 1996
- -----------------------------------
(Lew Allen, Jr.)
/S/ RICHARD M. BRESSLER Director December 4, 1996
- -----------------------------------
(Richard M. Bressler)
/S/ JOHN J. CREEDON Director December 4, 1996
- -----------------------------------
(John J. Creedon)
/S/ JUDITH L. ESTRIN Director December 4, 1996
- -----------------------------------
(Judith L. Estrin)
/S/ WILLIAM H. GRAY, III Director December 4, 1996
- -----------------------------------
(William H. Gray, III)
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- --------------------------------- -----------------
<C> <S> <C>
/S/ JAMES CLAYBURN LA FORCE, JR. Director December 4, 1996
- -----------------------------------
(James Clayburn La Force, Jr.)
/S/ WILLIAM T. MCCORMICK, JR. Director December 4, 1996
- -----------------------------------
(William T. McCormick, Jr.)
/S/ JOHN D. NICHOLS Director December 4, 1996
- -----------------------------------
(John D. Nichols)
/S/ BRUCE M. ROCKWELL Director December 4, 1996
- -----------------------------------
(Bruce M. Rockwell)
/S/ WILLIAM S. SNEATH Director December 4, 1996
- -----------------------------------
(William S. Sneath)
/S/ JOSEPH F. TOOT, JR. Director December 4, 1996
- -----------------------------------
(Joseph F. Toot, Jr.)
/S/ W. M. BARNES Senior Vice President, December 4, 1996
- ----------------------------------- Finance & Planning and
(W. M. Barnes) Chief Financial Officer
(principal financial officer)
/S/ LAWRENCE J. KOMATZ Vice President and Controller December 4, 1996
- ----------------------------------- (principal accounting officer)
(Lawrence J. Komatz)
</TABLE>
