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EXHIBIT 10-c-4
TO:
In accordance with the Corporation's Directors Stock Plan, as amended, you have
been granted today stock options to purchase 1,000 shares of the Corporation's
Common Stock at a price per share of $ and on the other terms and
conditions set forth in the attached Stock Option Terms and Conditions, which
comprise a part of this Stock Option Agreement.
Please confirm your acceptance of this grant, including the attached Stock
Option Terms and Conditions, by signing one copy at the place indicated and
returning it to the Corporation's Office of the Secretary in the enclosed return
envelope.
ROCKWELL INTERNATIONAL CORPORATION
William J. Calise, Jr.
Senior Vice President, General Counsel & Secretary
ACCEPTED AND AGREED TO:
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Date:
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ROCKWELL INTERNATIONAL CORPORATION
DIRECTORS STOCK 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) Committee: The Compensation and Management Development
Committee of the Board of Directors of Rockwell.
(c) Director: A member of the Board of Directors of Rockwell.
(d) Irrevocable Notice of Exercise Form: The form attached as
Exhibit 1 or any other form accepted by the Secretary of
Rockwell in his sole discretion.
(e) IVR: Integrated Voice Response system that is used to
facilitate all Stock Option transactions.
(f) Options: The stock options listed in the first paragraph of
the letter dated 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.
(g) Option Shares: The shares of Rockwell Common Stock issuable or
transferable on exercise of the Options.
(h) Plan: Rockwell's Directors Stock Plan, as amended and as such
Plan may be further amended and in effect at the relevant
time.
(i) Rockwell: Rockwell International Corporation, a Delaware
corporation.
(j) Shares: Shares of Rockwell Common Stock.
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(k) Stock Option Agreement: These Stock Option Terms and
Conditions together with the letter dated 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 and ending on , as to an
additional one-third (rounded to the nearest whole number) of the
Option Shares during the period beginning on and ending on
and as to the balance of the Option Shares during the
period beginning on and ending on , and only
during those periods, provided that:
(a) if you die while a Director, your estate, any person who
acquires the Options by bequest or inheritance, or any person
to whom you have transferred the Options during your lifetime
as permitted by Section 4 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 or on
if earlier;
(b) if you retire as a Director at or after age 72 or at an
earlier age but after completing at least 10 years of service
as a Director, you (or if you die after your retirement date,
your estate or any person who acquires the Options by bequest
or inheritance) or any person to whom you have transferred the
Options during your lifetime as permitted by Section 4 may
thereafter exercise the Options not theretofore exercised
within (and only within) the period beginning on your
retirement date (even if you retire before you have become
entitled to exercise all or any part of the Options) and
ending five years thereafter or on if earlier;
(c) if your service as a Director terminates as a result of your
disability or as a result of your resignation for reasons of
the antitrust laws, compliance with Rockwell's conflict of
interest policies or other circumstances that the Committee
may determine as serving the best interests of Rockwell, you
(or if you die after termination of your service as a
Director, your estate or any person who acquires the Options
by bequest or inheritance) or any person to whom you have
transferred the Options during your lifetime as permitted by
Section 4 may thereafter exercise the Options not theretofore
exercised that are
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exercisable on the date your service as a Director terminates
within (and only within) such period, if any, after your
termination date as the Committee may determine by action
taken not more than 60 days after your termination date, which
period shall in no event end more than five years after your
termination date or on , if earlier;
(d) if your service as a Director terminates for any other reason,
the Options shall terminate forthwith on the date of
termination of your service as a Director and shall not be
exercised thereafter; and
provided, further, that notwithstanding any other provision of the
Stock Option Agreement, if a Change of Control (as defined in Article
III, Section 13(I)(1) of Rockwell's By-Laws) shall occur, then all the
remaining Options shall become fully exercisable whether or not
otherwise then exercisable and shall be and remain exercisable for the
applicable period hereinabove in this Section 2 provided.
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 submit an Irrevocable Notice
of Exercise to Rockwell's Office of the Secretary (Attention:
Stock Option Administration) and then contact the Option
exercise administrator, ChaseMellon, 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
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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, (A) 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 (B) 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, (A) 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 (B)
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.
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(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.
(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 8 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.
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(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 those Option Shares and
(y) any reimbursement in respect of withholding taxes due
pursuant to Section 5.
4. Transferability
You are not entitled to transfer the Options except (i) by will or by
the laws of descent and distribution; or (ii) by gift to any member of
your immediate family or to a trust for the benefit of one or more
members of your immediate family; provided, however, that no transfer
pursuant to this clause (ii) shall be effective unless you have
notified the Corporation's Office of the Secretary (Attention: Stock
Option Administration) in writing specifying the Option or Options
transferred, the date of the gift and the name and Social Security or
other Taxpayer Identification Number of the transferee. During your
lifetime, only you are entitled to exercise the Options unless you have
transferred any Option in accordance with this paragraph to a member of
your immediate family or a trust for the benefit of one or more members
of
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your immediate family, in which case only that transferee (or the legal
representative of the estate or the heirs or legatees of that
transferee) shall be entitled to exercise that Option. For purposes of
this paragraph, your "immediate family" shall mean your spouse and
natural, adopted or step-children and grandchildren.
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
confirmation of the Option exercise as provided in Section 3(a)(ii). If
such payment is not made, Rockwell, in its discretion, shall have the
same right of set-off as provided under Section 3(e) with respect to
payment of the exercise price for Option Shares.
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
under-standings with respect to the Options other than those expressly
set forth in this Stock Option Agreement and the Plan.
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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.
Exhibit 1 - Irrevocable Notice of Exercise Form
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EXHIBIT 1
IRREVOCABLE NOTICE OF EXERCISE FORM
FOR NON-EMPLOYEE DIRECTORS
To: Rockwell International Corporation
Office of the Secretary (MW31)
777 East Wisconsin Avenue, Suite 1400
Milwaukee, WI 53202
Fax No. (414) 212-5297
1. OPTIONS EXERCISED: Subject to the terms and conditions of the
Directors Stock Plan (the Plan) of Rockwell International Corporation
(Rockwell), and Agreement(s) thereunder, I hereby exercise the following stock
option(s):
<TABLE>
<CAPTION>
Date of Number of Exercise Total
Grant Shares Price Purchase Price
------- --------- -------- --------------
<S> <C> <C> <C>
$ $
------- --------- -------- --------------
$ $
------- --------- -------- --------------
$ $
------- --------- -------- --------------
</TABLE>
2. PAYMENT: The following must be received by ChaseMellon Shareholder
Services within five business days following the date of exercise:
- A check payable to Rockwell International Employee Stock Option
Program or a wire transfer to ChaseMellon Shareholder Services for
credit to the Rockwell International Employee Stock Option Program in
the amount of the Total Purchase Price of the above-itemized stock
option(s); OR
- A number of shares of Rockwell Common Stock surrendered to pay the
Total Purchase Price of the above-itemized stock option(s); AND
- A check payable to Rockwell International Employee Stock Option
Program or a wire transfer to ChaseMellon Shareholder Services for
credit to the Rockwell International Employee Stock Option Program for
any tax withholding amount required on any non-qualified above-itemized
stock options.
<PAGE> 11
Irrevocable Notice of Exercise Form
For Officers and Directors Only
Page 2
If full payment of the Total Purchase Price of the stock option(s)
listed in Item 1 is not delivered within five (5) business days after the
exercise date, Rockwell is authorized forthwith to set off the balance due
against any amounts due or which may become due me to satisfy my obligation to
pay the Total Purchase Price.
I understand full payment of the taxes required to be withheld and
remitted to taxing authorities in respect of the exercise of the stock option(s)
listed in Item 1 must be delivered within five (5) business days after the
exercise date. If full payment of the taxes is not delivered, Rockwell is
authorized forthwith to set off the balance due against any amounts due or which
may become due me to satisfy any obligation to reimburse Rockwell for those
withholding taxes.
THIS STOCK OPTION EXERCISE MAY NOT BE REVOKED OR CHANGED AFTER DELIVERY OF THIS
FORM, PROPERLY COMPLETED, DATED AND SIGNED, TO THE CORPORATION WHETHER OR NOT
PAYMENT ACCOMPANIES THIS FORM AND WHETHER THIS FORM IS DATED BEFORE, ON OR AFTER
THE DATE OF SUCH RECEIPT.
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(Signature)
Printed Name
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Dated:
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