Exhibit 4-d-3
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
RESTRICTED STOCK AGREEMENT
To: [Grantee]
In accordance with Section 4(c) of the 2000 Long-Term Incentives Plan
(the Plan) of Rockwell International Corporation (Rockwell), shares
(Restricted Shares) of Common Stock of Rockwell have been granted to you today
as Restricted Stock (as defined in the Plan) upon the terms and conditions of
this Restricted Stock Agreement, subject in all respects to the provisions of
the Plan, as it may be amended. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the respective meanings ascribed to them in
the Plan.
1. Earning of Restricted Shares
(a) [Here insert provisions on earning of Restricted Shares,
including a definition of "Restricted Period"]
(b) If (i) you shall continue as an Employee throughout the
Restricted Period; or (ii) you shall die or suffer a disability that
shall continue for a continuous period of at least six months prior to
the end of the Restricted Period; or (iii) a "Change of Control" (as
defined for purposes of Article III, Section 13(I)(1) of Rockwell's
By-Laws) shall have occurred; then you shall be deemed to have fully
earned all the Restricted Shares subject to this Agreement.
(c) If you cease to be an Employee prior to satisfaction of
any of the conditions set forth in paragraph (b) of this Section, you
shall be deemed not to have earned any of the Restricted Shares and
shall have no further rights with respect to the Restricted Shares, or
any Dividends (as hereinafter defined) thereon, or any other proceeds
thereof.
2. Retention of Certificates for Restricted Shares and Dividends
Certificates for the Restricted Shares and any dividends or
distributions thereon or in respect thereof (Dividends), whether in
cash or otherwise (including but not limited to additional shares of
Common Stock or other securities of Rockwell or securities of another
entity, any such shares or other securities being collectively referred
to herein as Stock Dividends), shall be delivered to and held by
Rockwell, or shall be registered in book entry form subject to
Rockwell's instructions, until you shall have earned the Restricted
Shares in accordance with the provisions of Section 1. To facilitate
implementation of the provisions of this Agreement, you undertake to
sign and deposit with Rockwell's Office of the Secretary (i) a Stock
Transfer Power in the form of Attachment 1 hereto with respect to the
Restricted
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Shares and any Stock Dividends thereon; (ii) a Dividend Order in the
form of Attachment 2 hereto with respect to dividends (whether payable
in cash or as Stock Dividends) or other distributions on the Restricted
Shares; and (iii) such other documents appropriate to effectuate the
purpose and intent of this Restricted Stock Agreement as Rockwell may
reasonably request from time to time.
3. Voting Rights
Notwithstanding the retention by Rockwell of certificates (or the right
to give instructions with respect to shares held in book entry form)
for the Restricted Shares and any Stock Dividends, you shall be
entitled to vote the Restricted Shares and any Stock Dividends held by
Rockwell (or subject to its instructions) in accordance with Section 2,
unless and until such shares have been forfeited in accordance with
Section 5.
4. Delivery of Earned Restricted Shares and Dividends
As promptly as practicable after (i) you shall have been deemed to have
earned all or part of the Restricted Shares in accordance with Section
1 and (ii) Rockwell has been reimbursed for all required withholding
taxes in respect of your earning all or the part of the Restricted
Shares you have been deemed to have earned (including withholding taxes
on any Dividends on those Restricted Shares and interest on those
Dividends that were paid in cash) Rockwell shall deliver to you (or in
the event of your death, to your estate or any person who acquires your
interest in the Restricted Shares by bequest or inheritance) all or the
part of the Restricted Shares you have been deemed to have earned.
Concurrently, Rockwell shall deliver to you any Dividends in respect of
those Restricted Shares then held by Rockwell (or subject to its
instructions) and interest on the amount of those Dividends that were
paid in cash, calculated at a fluctuating rate per annum, adjusted
quarterly, equal to 120% of the Federal Long-Term Rate as announced by
the Secretary of Treasury and in effect from time to time during the
period Rockwell held those Dividends that were paid in cash.
5. Forfeiture of Unearned Restricted Shares and Dividends
Notwithstanding any other provision of this Agreement, if at any time
it shall become impossible for you to earn any of the Restricted Shares
in accordance with this Agreement, all the Restricted Shares, together
with any Dividends, then being held by Rockwell (or subject to its
instructions) in accordance with Section 2 shall be forfeited, and you
shall have no further rights of any kind or nature with respect
thereto. Upon any such forfeiture, the Restricted Shares, together with
any Dividends, shall be transferred to Rockwell.
6. Adjustments
If there shall be any change in or affecting shares of Stock on account
of any stock dividend or split, merger or consolidation, reorganization
(whether or not Rockwell is a surviving corporation), recapitalization,
reorganization, combination or exchange of shares or other similar
corporate changes or an extraordinary dividend in cash, securities or
other property, there shall be made or taken such
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amendments to this Agreement or the Restricted Shares as the Board of
Directors may deem appropriate under the circumstances.
7. Transferability
This grant is not transferable by you otherwise than by will or by the
laws of descent and distribution, and the Restricted Shares, and any
Dividends shall be deliverable, during your lifetime, only to you.
8. Withholding
Rockwell shall have the right, in connection with the delivery of the
Restricted Shares and any Dividends (and interest thereon) subject to
this Agreement, (i) to deduct from any payment otherwise due by
Rockwell to you or any other person receiving delivery of the
Restricted Shares and any Dividends (and interest thereon) an amount
equal to any taxes required to be withheld by law with respect to such
delivery, (ii) to require you or any other person receiving such
delivery to pay to it an amount sufficient to provide for any such
taxes so required to be withheld or (iii) to sell such number of the
Restricted Shares and any Stock Dividends as may be necessary so that
the net proceeds of such sale shall be an amount sufficient to provide
for any such taxes so required to be withheld.
9. Applicable Law
This Agreement and Rockwell's obligation to deliver Restricted Shares
and any Stock Dividends hereunder shall be governed by and construed
and enforced in accordance with the laws of Delaware and the Federal
law of the United States.
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ROCKWELL INTERNATIONAL CORPORATION
By
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William J. Calise, Jr.
Senior Vice President,
General Counsel and Secretary
Attachment 1 - Stock Transfer Power
Attachment 2 - Dividend Order
Dated:
Agreed to this day of , 2000
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[Grantee]
Address:
Social Security No.:
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ATTACHMENT 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
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FOR VALUE RECEIVED, I, [Grantee], hereby sell, assign and transfer unto
Rockwell International Corporation (Rockwell) (i) the 5,000 shares (the Shares)
of the Common Stock of Rockwell standing in my name on the books of Rockwell
evidenced by book entry, granted to me on , 2000 as Restricted Stock
pursuant to Rockwell's 2000 Long-Term Incentives Plan and (ii) any additional
shares of Rockwell's Common Stock, other securities issued by Rockwell or
securities of another entity (Stock Dividends) distributed, paid or payable on
or in respect of the Shares and Stock Dividends during the period the Shares and
Stock Dividends are held by Rockwell pursuant to a certain Restricted Stock
Agreement dated , 2000, with respect to the Shares; and I do hereby
irrevocably constitute and appoint , attorney with
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full power of substitution in the premises to transfer the Shares on the books
of Rockwell.
Dated:
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(Signature)
WITNESS:
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ATTACHMENT 2
Send To:
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DIVIDEND ORDER
Date: ----------------------
Until this order shall be revoked in writing by the undersigned with the written
consent of the Secretary or an Assistant Secretary of Rockwell International
Corporation, please comply with the following instructions with respect to the
payment of all dividends or other distributions on all shares of Common Stock of
Rockwell International Corporation:
REGISTERED AS FOLLOWS: [Grantee]
c/o Office of the Secretary, Room 1280
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
Tax Identification No.:
Account Key:
DIVIDEND CHECKS and all rights, stock dividends, notices and other
communications (other than proxy statements and proxies) pertaining to the above
account are to be payable to and mailed as follows:
Office of the Secretary, Room 1280
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
All proxy statements, proxies and related materials pertaining to the above
account are to be mailed to the undersigned at the following address:
[Grantee]
[Grantee's Address]
THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS:
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SIGNATURE(S) GUARANTEED:
ROCKWELL INTERNATIONAL CORPORATION
By:
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Assistant Secretary
