Summary
Rockwell Automation, Inc. (ROK) filed an 8-K on September 27, 2010, to disclose the execution of new change of control agreements with several key executives, including Keith D. Nosbusch (CEO), Theodore D. Crandall, Steven A. Eisenbrown, Douglas M. Hagerman, and Robert A. Ruff. These new agreements are set to replace existing ones that were due to expire on September 30, 2010. The primary change from the previous agreements is the removal of a provision that compensated executives for excise taxes on change of control payments. The new agreements are effective if a change of control event occurs between October 1, 2010, and October 1, 2013. Investors should note this change as it potentially alters the net benefit to executives in a change of control scenario compared to previous terms.
Key Highlights
- 1Rockwell Automation entered into new Change of Control agreements with five key executives.
- 2The new agreements replace existing ones set to expire on September 30, 2010.
- 3The new agreements are effective for a period of three years, from October 1, 2010, to October 1, 2013.
- 4A significant change is the removal of excise tax gross-up payments for executives in the event of a change of control.
- 5The terms and conditions of the new agreements are substantially similar to the old agreements, excluding the excise tax provision.
- 6The filing includes the specific agreement with Keith D. Nosbusch and the form agreement for other named executives as exhibits.