Exhibit 4-d-2
2000 LONG-TERM INCENTIVES PLAN
NONTRANSFERRABLE OPTIONS
FORM OF OPTION AGREEMENT
(EXISTING ARBITRATION AGREEMENT)
--------------------------------
[Grant Date]
To:
We are pleased to notify you that the Compensation and Management Development
Committee has granted to you the following stock options under the 2000
Long-Term Incentives Plan (the "Plan"):
Date of Grant Type of Grant Number of Shares Option Price
------------- ------------- ---------------- ------------
These stock options ("the Options") have been granted, and may be exercised only
upon the terms and conditions of this Stock Option Agreement, subject in all
respects to the provisions of the Plan, as it may be amended. The attached Stock
Option Terms and Conditions are incorporated in and are part of this Stock
Option Agreement.
Copies of the Plan and the Prospectus for the Plan are enclosed. Please
carefully read the enclosed documents and retain them for future reference.
ROCKWELL INTERNATIONAL CORPORATION
By:
-------------------------------
<PAGE>
2000 LONG-TERM INCENTIVES PLAN
NONTRANSFERRABLE OPTIONS
FORM OF OPTION AGREEMENT
(NEW ARBITRATION AGREEMENT)
---------------------------
[Grant Date]
To:
We are pleased to notify you that the Compensation and Management Development
Committee has granted to you the following stock options under the 2000
Long-Term Incentives Plan (the "Plan"):
Date of Grant Type of Grant Number of Shares Option Price
------------- ------------- ---------------- ------------
These stock options ("the Options") have been granted, and may be exercised only
upon the terms and conditions of this Stock Option Agreement, subject in all
respects to the provisions of the Plan, as it may be amended. The attached Stock
Option Terms and Conditions are incorporated in and are part of this Stock
Option Agreement.
This stock option grant is also subject to the condition that you sign and
return one copy of the enclosed Mutual Agreement to Arbitrate Claims to:
Rockwell International Corporation
Office of the Secretary
777 East Wisconsin Avenue, Suite 1400, (MW31)
Milwaukee, WI 53202
These stock option(s) will be of no effect if a copy of the Mutual Agreement to
Arbitrate Claims properly signed by you, is not received by the Secretary of
Rockwell on or before June 30, 2000, unless Rockwell (in its sole discretion)
elects in writing to extend that date.
Copies of the Plan and the Prospectus for the Plan are enclosed. Please
carefully read the enclosed documents and retain them for future reference.
ROCKWELL INTERNATIONAL CORPORATION
By:
-------------------------------
<PAGE>
2000 LONG-TERM INCENTIVES PLAN
NONTRANSFERRABLE OPTIONS
FORM OF OPTION AGREEMENT
(NON-COMPETE;EXISTING ARBITRATION AGREEMENT)
--------------------------------------------
[Grant Date]
To:
We are pleased to notify you that the Compensation and Management Development
Committee has granted to you the following stock options under the 2000
Long-Term Incentives Plan (the "Plan"):
Date of Grant Type of Grant Number of Shares Option Price
------------- ------------- ---------------- ------------
These stock options ("the Options") have been granted, and may be exercised only
upon the terms and conditions of this Stock Option Agreement, subject in all
respects to the provisions of the Plan, as it may be amended. The attached Stock
Option Terms and Conditions are incorporated in and are part of this Stock
Option Agreement.
In partial consideration for the grant of the Options to you, you undertake and
agree by your acceptance of this Stock Option Agreement that
(a) during your employment with the Corporation (as defined in the
Plan) and for two years after the date of your retirement or
other termination of such employment, you shall not (i) directly
or indirectly, except with the approval of Rockwell, engage or
otherwise participate in any business which is competitive with
any significant line of business of Rockwell or any of its
affiliates (otherwise than through ownership of not more than 5%
of the voting securities of any such competitive business) or
(ii) solicit or induce any employee of Rockwell or any of its
affiliates to leave his or her employment with Rockwell or any of
its affiliates to accept employment or other engagement with any
such competitive business; and
(b) in the event that you breach this undertaking, in addition to any
and all other remedies Rockwell may have, (i) Rockwell shall have
the right to determine by written notice to you that any of the
Options then outstanding shall immediately lapse and cease to be
exercisable; and (ii) you agree to pay
<PAGE>
[Grant Date]
Page 2
Rockwell upon written demand the amount of the excess of the Fair
Market Value (as defined in the Plan) of any shares of Rockwell's
Common Stock you acquired upon exercise of any of the Options
(other than Options exercised more than two years before the date
of your retirement or other termination of employment) over the
exercise price for those Shares.
If a Change of Control (as defined in the Plan) shall occur, however,
the foregoing provisions (a) and (b) shall immediately terminate as of,
and shall not limit your activities after, the date of such Change of
Control.
Copies of the Plan and the Prospectus for the Plan are enclosed. Please
carefully read the enclosed documents and retain them for future reference.
The Options will lapse and be of no effect if a copy of this Stock Option
Agreement, properly signed by you, is not received by the Secretary of Rockwell
at
Rockwell International Corporation
Office of the Secretary
777 East Wisconsin Avenue, Suite 1400, (MW31)
Milwaukee, WI 53202
on or before , unless Rockwell (in its sole discretion) elects
----------------
in writing to extend that date.
Agreed to: ROCKWELL INTERNATIONAL CORPORATION
Date:
-----------------------
By:
----------------------------- -------------------------------
Employee Signature
[Social Security No.]
<PAGE>
2000 LONG-TERM INCENTIVES PLAN
NONTRANSFERRABLE OPTIONS
FORM OF OPTION AGREEMENT
(NON-COMPETE;NEW ARBITRATION AGREEMENT)
---------------------------------------
[Grant Date]
To:
We are pleased to notify you that the Compensation and Management Development
Committee has granted to you the following stock options under the 2000
Long-Term Incentives Plan (the "Plan"):
Date of Grant Type of Grant Number of Shares Option Price
------------- ------------- ---------------- ------------
These stock options ("the Options") have been granted, and may be exercised only
upon the terms and conditions of this Stock Option Agreement, subject in all
respects to the provisions of the Plan, as it may be amended. The attached Stock
Option Terms and Conditions are incorporated in and are part of this Stock
Option Agreement.
In partial consideration for the grant of the Options to you, you undertake and
agree by your acceptance of this Stock Option Agreement that
(a) during your employment with the Corporation (as defined in the
Plan) and for two years after the date of your retirement or
other termination of such employment, you shall not (i) directly
or indirectly, except with the approval of Rockwell, engage or
otherwise participate in any business which is competitive with
any significant line of business of Rockwell or any of its
affiliates (otherwise than through ownership of not more than 5%
of the voting securities of any such competitive business) or
(ii) solicit or induce any employee of Rockwell or any of its
affiliates to leave his or her employment with Rockwell or any of
its affiliates to accept employment or other engagement with any
such competitive business; and
(b) in the event that you breach this undertaking, in addition to any
and all other remedies Rockwell may have, (i) Rockwell shall have
the right to determine by written notice to you that any of the
Options then outstanding shall immediately lapse and cease to be
exercisable; and (ii) you agree to pay
<PAGE>
[Grant Date]
Page 2
Rockwell upon written demand the amount of the excess of the Fair
Market Value (as defined in the Plan) of any shares of Rockwell's
Common Stock you acquired upon exercise of any of the Options
(other than Options exercised more than two years before the date
of your retirement or other termination of employment) over the
exercise price for those Shares.
If a Change of Control (as defined in the Plan) shall occur, however,
the foregoing provisions (a) and (b) shall immediately terminate as of,
and shall not limit your activities after, the date of such Change of
Control.
This stock option grant is also subject to the condition that you sign and
return one copy of the enclosed Mutual Agreement to Arbitrate Claims to:
Rockwell International Corporation
Office of the Secretary
777 East Wisconsin Avenue, Suite 1400, (MW31)
Milwaukee, WI 53202
Copies of the Plan and the Prospectus for the Plan are enclosed. Please
carefully read the enclosed documents and retain them for future reference.
The Options will lapse and be of no effect if a copy of this Stock Option
Agreement and a copy of the Mutual Agreement to Arbitrate Claims, each properly
signed by you, are not received by the Secretary of Rockwell at the above
address on or before _________________, unless Rockwell (in its sole discretion)
elects in writing to extend that date.
Agreed to: ROCKWELL INTERNATIONAL CORPORATION
Date:
-----------------------
By:
----------------------------- -------------------------------
Employee Signature
[Social Security No.]
<PAGE>
[Terms and Conditions for Three-Year Vesting]
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
---------------------------------
1. Definitions
As used in these Stock Option Terms and Conditions, the following words
and phrases shall have the respective meanings ascribed to them below
unless the context in which any of them is used clearly indicates a
contrary meaning:
(a) ChaseMellon: ChaseMellon Shareholder Services, the Stock
Option Administrator whom Rockwell has engaged to administer
and process all Stock Option exercises.
(b) IVR: Integrated Voice Response system that is used to
facilitate all Stock Option transactions.
(c) Options: The stock option or stock options listed in the first
paragraph of the letter dated [here insert grant date] to
which these Stock Option Terms and Conditions are attached and
which together with these Stock Option Terms and Conditions
constitutes the Stock Option Agreement.
(d) Option Shares: The shares of Rockwell Common Stock issuable
or transferable on exercise of the Options.
(e) Plan: Rockwell's 2000 Long-Term Incentives Plan, as such Plan
may be amended and in effect at the relevant time.
(f) Rockwell: Rockwell International Corporation, a Delaware
corporation.
(g) Shares: Shares of Rockwell Common Stock.
(h) Stock Option Agreement: These Stock Option Terms and
Conditions together with the letter dated [here insert grant
date] to which they are attached.
2. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole
number of shares) and at one time or from time to time, as to one-third
(rounded to the nearest whole number) of the Option Shares during the
period beginning on [here insert first anniversary of grant
<PAGE>
date] and ending on [here insert tenth anniversary of grant date], as
to an additional one-third (rounded to the nearest whole number) of the
Option Shares during the period beginning on [here insert second
anniversary of grant date] and ending on [here insert tenth anniversary
of grant date] and as to the balance of the Option Shares during the
period beginning on [here insert third anniversary of grant date] and
ending on [here insert tenth anniversary of grant date], and only
during those periods, provided that:
(a) if you die while an employee of the Corporation (as defined in
the Plan), your estate, or any person who acquires the Options
by bequest or inheritance, may exercise all the Options not
theretofore exercised within (and only within) the period
beginning on your date of death (even if you die before you
have become entitled to exercise all or any part of the
Options) and ending three years thereafter; and
(b) if your employment by the Corporation terminates other than by
death, then:
(i) if your retirement or other termination date is
before [here insert first anniversary of grant date],
the Options shall lapse on your retirement or other
termination and may not be exercised at any time;
(ii) if your employment by the Corporation is terminated
for cause, the Options shall expire forthwith upon
your termination and may not be exercised thereafter;
(iii) if your employment by the Corporation terminates
after [here insert first anniversary of grant date]
by reason of your retirement under a retirement plan
of Rockwell, or a subsidiary or affiliate of
Rockwell, you (or if you die after your retirement
date, your estate or any person who acquires the
Options by bequest or inheritance) may thereafter
exercise the Options within (and only within) the
period starting on the date you would otherwise have
become entitled to exercise the part of the Options
so exercised and ending on the fifth anniversary of
your retirement date; or if you retire prior to age
62, the earlier of (x) the fifth anniversary of your
retirement date or (y) such earlier date as the
Compensation and Management Development Committee
shall determine by action taken not later than 60
days after your retirement date;
(iv) if your employment by the Corporation terminates on
or after [here insert first anniversary of grant
date] for any reason not specified in subparagraph
(a) or in clauses (ii) or (iii) of this subparagraph
(b), you (or if you die after your termination date,
your estate or any person who acquires the Options by
bequest or inheritance) may thereafter exercise the
Options within (and only within) the period ending
three months after your termination date but only to
the extent they were exercisable on your termination
date.
2
<PAGE>
In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after [here insert tenth anniversary of grant
date] the period during which the Options may be exercised.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options
by bequest or inheritance) must contact the administrator,
ChaseMellon Shareholder Services, by using the IVR system as
follows:
(i) contact ChaseMellon using a touch-tone phone and
follow the instructions provided (or contact
ChaseMellon using a rotary phone and speak to a
Customer Service Representative);
(ii) confirm the Option transaction through the IVR system
by receiving a confirmation number;
(iii) at any time you may speak to a Customer Service
Representative for assistance;
(iv) full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may
be made by:
- check; or
- in Shares; or
- in a combination of check and Shares; and
(v) in the case of an exercise of the Options by any
person other than you seeking to exercise the
Options, such documents as ChaseMellon or the
Secretary of Rockwell shall require to establish to
their satisfaction that the person seeking to
exercise the Options is entitled to do so.
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by
check, (i) upon confirmation of your transaction by
using the IVR system and full payment of the exercise
price and withholding taxes (if applicable) are
received by ChaseMellon within five business days
following the confirmation; and (ii) receipt of any
documents required pursuant to Section 3(a)(v); and
3
<PAGE>
(ii) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in Shares or in a
combination of Shares and check, (i) upon
confirmation of your transaction by using the IVR
system and full payment of the exercise price (as
defined in Section 3(d)(i)) and withholding taxes (if
applicable) are received by ChaseMellon within five
business days following the confirmation; and (ii)
receipt of any documents required pursuant to Section
3(a)(v).
(c) If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for
the Option Shares to be purchased on exercise of any of the
Options entirely by check, payment must be made by:
- delivering to ChaseMellon a check in the
full amount of the exercise price for those
Option Shares; or
- arranging with a stockbroker, bank or other
financial institution to deliver to
ChaseMellon full payment, by check or (if
prior arrangements are made with
ChaseMellon) by wire transfer, of the
exercise price of those Option Shares.
In either event, in accordance with Section 3(e), full payment
of the exercise price for the Option Shares purchased must be
made within five business days after the exercise has been
conducted and confirmed through the IVR system.
(d) (i) If you choose (or after your death, the person
entitled to exercise the Options chooses) to use
already-owned Shares to pay all or part of the
exercise price for the Option Shares to be purchased
on exercise of any of the Options, you (or after your
death, the person entitled to exercise the Options)
must deliver to ChaseMellon one or more certificates
(and executed stock powers) representing:
- at least the number of Shares whose value, based
on the closing price of Common Stock of Rockwell
on the New York Stock Exchange -- Composite
Transactions on the day you have exercised your
Options through the IVR system; or
- any lesser number of Shares you desire (or after
your death, the person entitled to exercise the
Options desires) to use to pay the exercise price
for those Option Shares and a check in the amount
of such exercise price less the value of the
Shares delivered, based on the closing price of
Common Stock of Rockwell on the New York Stock
Exchange -- Composite Transactions on the day you
have exercised your Options through the IVR
system.
4
<PAGE>
(ii) ChaseMellon will advise you (or any other person who,
being entitled to do so, exercises the Options) of
the exact number of Shares, valued in accordance with
Section 6(e) of the Plan at the closing price on the
New York Stock Exchange -- Composite Transactions on
the effective date of exercise under Section
3(b)(ii), and any funds required to pay in full the
exercise price for the Option Shares purchased. In
accordance with Section 3(e), you (or such other
person) must pay, by check, in Shares or in a
combination of check and Shares, any balance required
to pay in full the exercise price of the Option
Shares purchased within five business days following
the effective date of such exercise of the Options
under Section 3(b)(ii).
(iii) Notwithstanding any other provision of this Stock
Option Agreement, the Secretary of Rockwell may limit
the number, frequency or volume of successive
exercises of any of the Options in which payment is
made, in whole or in part, by delivery of Shares
pursuant to this subparagraph (d) to prevent
unreasonable pyramiding of such exercises.
(e) An exercise conducted and confirmed through the IVR system,
whether or not full payment of the exercise price for the
Option Shares is received by ChaseMellon, shall constitute a
binding contractual obligation by you (or the other person
entitled to exercise the Options) to proceed with and complete
that exercise of the Options (but only so long as you
continue, or the other person entitled to exercise the Options
continues, to be entitled to exercise the Options on that
date). By your acceptance of this Stock Option Agreement, you
agree (for yourself and on behalf of any other person who
becomes entitled to exercise the Options) to deliver or cause
to be delivered to ChaseMellon any balance of the exercise
price for the Option Shares to be purchased upon the exercise
pursuant to the transaction conducted through the IVR system
required to pay in full the exercise price for those Option
Shares, that payment being by check, wire transfer, in Shares
or in a combination of check and Shares, on or before the
later of the fifth business day after the date on which you
confirm the transaction through the IVR system. If such
payment is not made, you (for yourself and on behalf of any
other person who becomes entitled to exercise the Options)
authorize the Corporation, in its discretion, to set off
against salary payments or other amounts due or which may
become due you (or the other person entitled to exercise the
Options) any balance of the exercise price for those Option
Shares remaining unpaid thereafter.
(f) A book-entry statement representing the number of Option
Shares purchased will be issued as soon as practicable (i)
after ChaseMellon has received full payment therefor or (ii)
at Rockwell's or ChaseMellon's election in their sole
discretion, after Rockwell or ChaseMellon has received (x)
full payment of the exercise price of
5
<PAGE>
those Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5.
4. Transferability
The Options are not transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime, only you
are entitled to exercise the Options.
5. Withholding
Rockwell or ChaseMellon shall have the right, in connection with the
exercise of the Options in whole or in part, to deduct from any payment
to be made by Rockwell or ChaseMellon under the Plan an amount equal to
the taxes required to be withheld by law with respect to such exercise
or to require you (or any other person entitled to exercise the
Options) to pay to it an amount sufficient to provide for any such
taxes so required to be withheld. By your acceptance of this Stock
Option Agreement, you agree (for yourself and on behalf of any other
person who becomes entitled to exercise the Options) that if Rockwell
or ChaseMellon elects to require you (or such other person) to remit an
amount sufficient to pay such withholding taxes, you (or such other
person) must remit that amount within five business days after the
confirmation of the Option exercise (Section 3(a)(ii)). If such payment
is not made, Rockwell, in its discretion, shall have the same right of
set-off with respect to payment of the withholding taxes in connection
with the exercise of the Option as provided under Section 3(e) with
respect to payment of the exercise price.
6. Headings
The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.
7. References
All references in these Stock Option Terms and Conditions to Sections,
paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock
Option Terms and Conditions unless otherwise specifically provided.
8. Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement
and understanding between Rockwell and you with respect to the Options,
and there are no representations, promises, covenants, agreements or
understandings with respect to the Options other than those expressly
set forth in this Stock Option Agreement and the Plan.
6
<PAGE>
9. Applicable Laws and Regulations
This Stock Option Agreement and Rockwell's obligation to issue Option
Shares hereunder are subject to applicable laws and regulations.
7
<PAGE>
[Terms and Conditions for Performance and Three-Year Vesting]
ROCKWELL INTERNATIONAL CORPORATION
2000 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
---------------------------------
1. Definitions
As used in these Stock Option Terms and Conditions, the following words
and phrases shall have the respective meanings ascribed to them below
unless the context in which any of them is used clearly indicates a
contrary meaning:
(a) ChaseMellon: ChaseMellon Shareholder Services, the Stock
Option Administrator whom Rockwell has engaged to administer
and process all Stock Option exercises.
(b) IVR: Integrated Voice Response system that is used to
facilitate all Stock Option transactions.
(c) Options: The stock option or stock options listed in the first
paragraph of the letter dated [here insert grant date] to
which these Stock Option Terms and Conditions are attached and
which together with these Stock Option Terms and Conditions
constitutes the Stock Option Agreement.
(d) Option Shares: The shares of Rockwell Common Stock issuable
or transferable on exercise of the Options.
(e) Plan: Rockwell's 2000 Long-Term Incentives Plan, as such Plan
may be amended and in effect at the relevant time.
(f) Rockwell: Rockwell International Corporation, a Delaware
corporation.
(g) Shares: Shares of Rockwell Common Stock.
(h) Stock Option Agreement: These Stock Option Terms and
Conditions together with the letter dated [here insert grant
date] to which they are attached.
2. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole
number of shares) and at one time or from time to time, as follows:
<PAGE>
- Performance Vesting Options: The total number of Option Shares
beginning on the date on which the closing price of Shares as
reported on the New York Stock Exchange -- Composite Transactions
shall have exceeded ____% of the Fair Market Value (as defined in
the Plan) on [here insert grant date], for at least 20 consecutive
trading days or, if earlier, on ____________ and ending on [here
insert tenth anniversary of grant date] and only during that
period.
- All other Options (ISO and NQ combined): One-third (rounded to the
nearest whole number) of the Option Shares (including all of the
Option Shares covered by any Options granted as incentive stock
options) during the period beginning on [here insert first
anniversary of grant date] and ending on [here insert tenth
anniversary of grant date], as to an additional one-third (rounded
to the nearest whole number) of the Option Shares during the
period beginning on [here insert second anniversary of grant date]
and ending on [here insert tenth anniversary of grant date] and as
to the balance of the Option Shares during the period beginning on
[here insert third anniversary of grant date] and ending on [here
insert tenth anniversary of grant date], and only during those
periods.
provided that:
(a) if you die while an employee of the Corporation (as defined in
the Plan), your estate, or any person who acquires the Options
by bequest or inheritance, may exercise all the Options not
theretofore exercised within (and only within) the period
beginning on your date of death (even if you die before you
have become entitled to exercise all or any part of the
Options) and ending three years thereafter; and
(b) if your employment by the Corporation terminates other than by
death, then:
(i) if your retirement or other termination date is
before [here insert first anniversary of grant date],
the Options shall lapse on your retirement or other
termination and may not be exercised at any time;
(ii) if your employment by the Corporation is terminated
for cause, the Options shall expire forthwith upon
your termination and may not be exercised thereafter;
(iii) if your employment by the Corporation terminates
after [here insert first anniversary of grant date]
by reason of your retirement under a retirement plan
of Rockwell, or a subsidiary or affiliate of
Rockwell, you (or if you die after your retirement
date, your estate or any person who acquires the
Options by bequest or inheritance) may thereafter
exercise the Options within (and only within) the
period starting on the date you would otherwise have
become entitled to exercise the part of the Options
so exercised and ending on the fifth anniversary of
your retirement date; or if you retire prior to age
62,
2
<PAGE>
the earlier of (x) the fifth anniversary of your
retirement date or (y) such earlier date as the
Compensation and Management Development Committee
shall determine by action taken not later than 60
days after your retirement date;
(iv) if your employment by the Corporation terminates on
or after [here insert first anniversary of grant
date] for any reason not specified in subparagraph
(a) or in clauses (ii) or (iii) of this subparagraph
(b), you (or if you die after your termination date,
your estate or any person who acquires the Options by
bequest or inheritance) may thereafter exercise the
Options within (and only within) the period ending
three months after your termination date but only to
the extent they were exercisable on your termination
date.
In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after [here insert tenth anniversary of grant
date] the period during which the Options may be exercised.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options
by bequest or inheritance) must contact the administrator,
ChaseMellon Shareholder Services, by using the IVR system as
follows:
(i) contact ChaseMellon using a touch-tone phone and
follow the instructions provided (or contact
ChaseMellon using a rotary phone and speak to a
Customer Service Representative);
(ii) confirm the Option transaction through the IVR system
by receiving a confirmation number;
(iii) at any time you may speak to a Customer Service
Representative for assistance;
(iv) full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may
be made by:
- check; or
- in Shares; or
- in a combination of check and Shares; and
3
<PAGE>
(v) in the case of an exercise of the Options by any
person other than you seeking to exercise the
Options, such documents as ChaseMellon or the
Secretary of Rockwell shall require to establish to
their satisfaction that the person seeking to
exercise the Options is entitled to do so.
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by
check, (i) upon confirmation of your transaction by
using the IVR system and full payment of the exercise
price and withholding taxes (if applicable) are
received by ChaseMellon within five business days
following the confirmation; and (ii) receipt of any
documents required pursuant to Section 3(a)(v); and
(ii) if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in Shares or in a
combination of Shares and check, (i) upon
confirmation of your transaction by using the IVR
system and full payment of the exercise price (as
defined in Section 3(d)(i)) and withholding taxes (if
applicable) are received by ChaseMellon within five
business days following the confirmation; and (ii)
receipt of any documents required pursuant to Section
3(a)(v).
(c) If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for
the Option Shares to be purchased on exercise of any of the
Options entirely by check, payment must be made by:
- delivering to ChaseMellon a check in the
full amount of the exercise price for those
Option Shares; or
- arranging with a stockbroker, bank or other
financial institution to deliver to
ChaseMellon full payment, by check or (if
prior arrangements are made with
ChaseMellon) by wire transfer, of the
exercise price of those Option Shares.
In either event, in accordance with Section 3(e), full payment
of the exercise price for the Option Shares purchased must be
made within five business days after the exercise has been
conducted and confirmed through the IVR system.
(d) (i) If you choose (or after your death, the person
entitled to exercise the Options chooses) to use
already-owned Shares to pay all or part of the
exercise price for the Option Shares to be purchased
on exercise
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<PAGE>
of any of the Options, you (or after your death, the
person entitled to exercise the Options) must deliver
to ChaseMellon one or more certificates (and executed
stock powers) representing:
- at least the number of Shares whose value, based
on the closing price of Common Stock of Rockwell
on the New York Stock Exchange -- Composite
Transactions on the day you have exercised your
Options through the IVR system; or
- any lesser number of Shares you desire (or after
your death, the person entitled to exercise the
Options desires) to use to pay the exercise price
for those Option Shares and a check in the amount
of such exercise price less the value of the
Shares delivered, based on the closing price of
Common Stock of Rockwell on the New York Stock
Exchange -- Composite Transactions on the day you
have exercised your Options through the IVR
system.
(ii) ChaseMellon will advise you (or any other person who,
being entitled to do so, exercises the Options) of
the exact number of Shares, valued in accordance with
Section 6(e) of the Plan at the closing price on the
New York Stock Exchange-- Composite Transactions on
the effective date of exercise under Section
3(b)(ii), and any funds required to pay in full the
exercise price for the Option Shares purchased. In
accordance with Section 3(e), you (or such other
person) must pay, by check, in Shares or in a
combination of check and Shares, any balance required
to pay in full the exercise price of the Option
Shares purchased within five business days following
the effective date of such exercise of the Options
under Section 3(b)(ii).
(iii) Notwithstanding any other provision of this Stock
Option Agreement, the Secretary of Rockwell may limit
the number, frequency or volume of successive
exercises of any of the Options in which payment is
made, in whole or in part, by delivery of Shares
pursuant to this subparagraph (d) to prevent
unreasonable pyramiding of such exercises.
(e) An exercise conducted and confirmed through the IVR system,
whether or not full payment of the exercise price for the
Option Shares is received by ChaseMellon, shall constitute a
binding contractual obligation by you (or the other person
entitled to exercise the Options) to proceed with and complete
that exercise of the Options (but only so long as you
continue, or the other person entitled to exercise the Options
continues, to be entitled to exercise the Options on that
date). By your acceptance of this Stock Option Agreement, you
agree (for yourself and on behalf of any other person who
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becomes entitled to exercise the Options) to deliver or cause
to be delivered to ChaseMellon any balance of the exercise
price for the Option Shares to be purchased upon the exercise
pursuant to the transaction conducted through the IVR system
required to pay in full the exercise price for those Option
Shares, that payment being by check, wire transfer, in Shares
or in a combination of check and Shares, on or before the
later of the fifth business day after the date on which you
confirm the transaction through the IVR system. If such
payment is not made, you (for yourself and on behalf of any
other person who becomes entitled to exercise the Options)
authorize the Corporation, in its discretion, to set off
against salary payments or other amounts due or which may
become due you (or the other person entitled to exercise the
Options) any balance of the exercise price for those Option
Shares remaining unpaid thereafter.
(f) A book-entry statement representing the number of Option
Shares purchased will be issued as soon as practicable (i)
after ChaseMellon has received full payment therefor or (ii)
at Rockwell's or ChaseMellon's election in their sole
discretion, after Rockwell or ChaseMellon has received (x)
full payment of the exercise price of those Option Shares and
(y) any reimbursement in respect of withholding taxes due
pursuant to Section 5.
4. Transferability
The Options are not transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime, only you
are entitled to exercise the Options.
5. Withholding
Rockwell or ChaseMellon shall have the right, in connection with the
exercise of the Options in whole or in part, to deduct from any payment
to be made by Rockwell or ChaseMellon under the Plan an amount equal to
the taxes required to be withheld by law with respect to such exercise
or to require you (or any other person entitled to exercise the
Options) to pay to it an amount sufficient to provide for any such
taxes so required to be withheld. By your acceptance of this Stock
Option Agreement, you agree (for yourself and on behalf of any other
person who becomes entitled to exercise the Options) that if Rockwell
or ChaseMellon elects to require you (or such other person) to remit an
amount sufficient to pay such withholding taxes, you (or such other
person) must remit that amount within five business days after the
confirmation of the Option exercise (Section 3(a)(ii)). If such payment
is not made, Rockwell, in its discretion, shall have the same right of
set-off with respect to payment of the withholding taxes in connection
with the exercise of the Option as provided under Section 3(e) with
respect to payment of the exercise price.
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6. Headings
The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.
7. References
All references in these Stock Option Terms and Conditions to Sections,
paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock
Option Terms and Conditions unless otherwise specifically provided.
8. Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement
and understanding between Rockwell and you with respect to the Options,
and there are no representations, promises, covenants, agreements or
understandings with respect to the Options other than those expressly
set forth in this Stock Option Agreement and the Plan.
9. Applicable Laws and Regulations
This Stock Option Agreement and Rockwell's obligation to issue Option
Shares hereunder are subject to applicable laws and regulations.
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