8-KLeadership ChangesExhibits & Filings

ROCKWELL AUTOMATION, INC 8-K Report, Executive Changes (May 25, 2007)

Filed May 25, 2007For Securities:ROK

Summary

This SEC Form 8-K filing from Rockwell Automation, Inc. (ROK) on May 25, 2007, primarily details the mutual separation agreement with former Senior Vice President and Chief Financial Officer, James V. Gelly. The agreement, effective May 21, 2007, outlines the terms of Mr. Gelly's departure following his resignation on April 4, 2007. Key provisions include continued salary and benefits through September 30, 2007, a severance payment equivalent to one year's base salary, and the payment of a fiscal year 2007 annual bonus. Additionally, the company accelerated the vesting of a significant number of stock options and restricted stock awards, subject to forfeiture until December 31, 2007, if Mr. Gelly fails to meet his obligations under the agreement. These obligations include adherence to insider trading policies, non-disparagement, non-solicitation, confidentiality, and a non-compete clause until May 1, 2009.

Key Highlights

  • 1Rockwell Automation entered into a mutual separation agreement with its former CFO, James V. Gelly, effective May 21, 2007.
  • 2Mr. Gelly's base salary and benefits will continue through September 30, 2007.
  • 3The company will provide Mr. Gelly with severance pay equal to one year's base salary ($495,000).
  • 4Mr. Gelly is eligible to receive his fiscal year 2007 annual bonus.
  • 5Vesting of 76,667 stock options and 5,800 restricted stock awards has been accelerated.
  • 6Accelerated equity awards are subject to forfeiture until December 31, 2007, contingent on Mr. Gelly fulfilling his obligations.
  • 7Mr. Gelly agreed to non-disparagement, non-solicitation, confidentiality, and a non-compete agreement until May 1, 2009.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the details of the mutual separation agreement between Rockwell Automation, Inc. and its former Chief Financial Officer, James V. Gelly, following his resignation.

Mr. Gelly will receive continued base salary and benefits through September 30, 2007, a severance payment of $495,000 (one year's base salary), and a fiscal year 2007 annual bonus. His stock options and restricted stock awards have also had their vesting accelerated.

Yes, Mr. Gelly must abide by the company's insider trading policies, stock trading protocol, and adhere to confidentiality, non-disparagement, and non-solicitation provisions. He has also agreed to a non-compete clause until May 1, 2009. His accelerated equity awards are subject to forfeiture until December 31, 2007, if these obligations are not met.

The filing states the acceleration of 76,667 stock options and 5,800 restricted stock awards. The exact monetary value is not provided in this filing, as it would depend on the stock price at the time of exercise/vesting. However, these awards were scheduled to vest between November 2007 and December 2009.