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ROCKWELL AUTOMATION, INC 8-K Report, Material Agreement (Apr 8, 2005)

Filed April 8, 2005For Securities:ROK

Summary

Rockwell Automation, Inc. (ROK) filed an 8-K on April 7, 2005, reporting significant updates to its executive compensation and incentive plans. The company's Board of Directors approved amendments to certain Restricted Stock Agreements with key directors, including Betty C. Alewine, William T. McCormick, Jr., Bruce M. Rockwell, and Joseph F. Toot, Jr. These amendments are detailed in Exhibit 10.1 and represent a material definitive agreement. Furthermore, the company amended its 2000 Long-Term Incentives Plan. The key change, detailed in Exhibit 10.2, is the deletion of provisions that allowed for the grant of stock purchase awards financed by company loans. This effectively removes the ability for participants to purchase shares using such loans under the plan, signaling a shift in executive incentive structures.

Key Highlights

  • 1Amendments approved to Restricted Stock Agreements for key directors: Betty C. Alewine, William T. McCormick, Jr., Bruce M. Rockwell, and Joseph F. Toot, Jr.
  • 2The amendments to Restricted Stock Agreements constitute a Material Definitive Agreement (Item 1.01).
  • 3The company's 2000 Long-Term Incentives Plan has been amended.
  • 4Provisions authorizing the grant of stock purchase awards have been deleted from the Long-Term Incentives Plan.
  • 5The Plan no longer permits the purchase of common stock with company loans.
  • 6The changes reflect modifications to executive compensation and stock incentive programs.
  • 7The filing includes Exhibit 10.1 (description of restricted stock agreement amendments) and Exhibit 10.2 (memorandum of amendments to the incentive plan).

Frequently Asked Questions

The company's Board of Directors approved amendments to Restricted Stock Agreements for several directors and significantly modified the 2000 Long-Term Incentives Plan by removing provisions related to stock purchase awards financed by company loans.

The amendments to the Restricted Stock Agreements specifically affect directors Betty C. Alewine, William T. McCormick, Jr., Bruce M. Rockwell, and Joseph F. Toot, Jr.

By deleting these provisions, Rockwell Automation has eliminated the ability for participants under the 2000 Long-Term Incentives Plan to acquire company stock using loans from the company. This indicates a change in how executive equity incentives are structured and financed.

Further details are provided in the exhibits filed with this 8-K. Exhibit 10.1 describes the amendments to the Restricted Stock Agreements, and Exhibit 10.2 contains the Memorandum of Amendments to the 2000 Long-Term Incentives Plan.