1
Exhibit 10(c)5
ROCKWELL INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
To: ▇. ▇. ▇▇▇▇▇, ▇▇.
In accordance with a determination of the Compensation and Management
Development Committee (the Committee) of the Board of Directors of Rockwell
International Corporation (the Corporation), 7,792 shares (Restricted Shares) of
Common Stock of Rockwell have been granted to you as Restricted Stock in payment
of the aggregate amount of $374,990.00 in respect of your award for fiscal 1997
under the Rockwell International Corporation Annual Incentive Compensation Plan
for Senior Executive Officers.
These Restricted Shares have been granted to you today upon the following
terms and conditions:
1. Earning of Restricted Shares
(a) If (i) you shall continue as an employee of the Corporation until
the January 1 immediately following your attainment of age 62 or such later
age (not more than age 67) to which the Committee shall from time to time
have requested, prior to your attainment of age 62 (or such later age as to
which it shall have previously requested), that you remain in service as an
employee of the Corporation; or (ii) you shall die or suffer a disability
that shall continue for a continuous period of at least six months prior to
your attainment of age 62 (or the later age prescribed pursuant to the
preceding clause (a)(i)); or (iii) a "change of control" (as defined for
purposes of Article III, Section 13(I)(1) of the Corporation's By-Laws)
shall occur; then you shall be deemed to have fully earned all the
Restricted Shares subject to this agreement.
(b) If your employment by the Corporation terminates prior to the
January 1 immediately following your attainment of age 62 (or the later age
prescribed pursuant to clause (a)(i) of this paragraph), you shall be
deemed not to have earned any of the Restricted Shares and shall have no
further rights with respect thereto unless the Board of Directors or the
Committee shall determine, in its sole discretion, that your earlier
retirement from service with the Corporation is in the best interests of
the Corporation.
2. Retention of Certificates for Restricted Shares
Certificates for the Restricted Shares and any dividends or distributions
thereon or in respect thereof that may be paid in additional shares of
Common Stock, other securities of the Corporation or securities of another
entity (Stock Dividends) shall be delivered to and held by the Corporation,
or shall be held in book-entry
2
form subject to the Corporation's instructions, until you shall have earned
the Restricted Shares in accordance with the provisions of paragraph 1. To
facilitate implementation of the provisions of this agreement, you
undertake to sign and deposit with the Corporation's Office of the
Secretary (i) a Stock Transfer Power in the form of ATTACHMENT 1 hereto
with respect to the Restricted Shares and any Stock Dividends thereon and
(ii) such other documents appropriate to effectuate the purpose and intent
of this agreement as the Corporation may reasonably request from time to
time.
3. Dividends and Voting Rights
Notwithstanding the retention by the Corporation of certificates (or the
right to give instruction with respect to shares held in book-entry form)
for the Restricted Shares and any Stock Dividends, you shall be entitled to
receive any dividends that may be paid in cash on, and to vote, the
Restricted Shares and any Stock Dividends held by the Corporation in
accordance with paragraph 2, unless and until such shares have been
forfeited in accordance with paragraph 5.
4. Delivery of Earned Restricted Shares
As promptly as practicable after you shall have been deemed to have earned
the Restricted Shares in accordance with paragraph 1, the Corporation shall
deliver to you (or in the event of your death, to your estate or any person
who acquires your interest in the Restricted Shares by bequest or
inheritance) the Restricted Shares, together with any Stock Dividends then
held by the Corporation (or subject to its instructions).
5. Forfeiture of Unearned Restricted Shares
Notwithstanding any other provision of this agreement, (a) if you shall
make an effective election pursuant to Section 83(b) of the Internal
Revenue Code, as amended, with respect to the Restricted Shares or any
Stock Dividends; or (b) if at any time it shall become impossible for you
to earn any of the Restricted Shares in accordance with this agreement, all
the Restricted Shares, together with any Stock Dividends, then being held
by the Corporation (or subject to its instructions) in accordance with
paragraph 2 shall be forfeited, and you shall have no further rights of any
kind or nature with respect thereto. Upon any such forfeiture, the
Restricted Shares, together with any Stock Dividends, shall be transferred
to the Corporation.
6. Transferability
This grant is not transferable by you otherwise than by will or by the laws
of descent and distribution, and the Restricted Shares, and any Stock
Dividends shall be deliverable, during your lifetime, only to you.
- 2 -
3
7. Withholding
The Corporation shall have the right, in connection with the delivery of
the Restricted Shares and any Stock Dividends subject to this agreement,
(i) to deduct from any payment otherwise due by the Corporation to you or
any other person receiving delivery of the Restricted Shares and any Stock
Dividends an amount equal to the taxes required to be withheld by law with
respect to such delivery, (ii) to require you or any other person receiving
such delivery to pay to it an amount sufficient to provide for any such
taxes so required to be withheld or (iii) to sell such number of the
Restricted Shares and any Stock Dividends as may be necessary so that the
net proceeds of such sale shall be an amount sufficient to provide for any
such taxes so required to be withheld.
8. Applicable Law
This agreement and the Corporation's obligation to deliver Restricted
Shares and any Stock Dividends hereunder shall be governed by and construed
and enforced in accordance with the laws of Delaware and the Federal law of
the United States.
ROCKWELL INTERNATIONAL CORPORATION
By: /s/ J.R. Stone
----------------------------------
J. R. Stone Senior Vice President,
Organization & Human Resources
Attachment 1 - Stock Transfer Power
Dated: December 3, 1997
Agreed to this 3rd day of December, 1997
/s/ ▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------------------
▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Social Security No.: ###-##-####
- 3 -
4
ATTACHMENT 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, ▇▇▇ ▇. ▇▇▇▇▇, ▇▇., hereby sell, assign and transfer
unto Rockwell International Corporation (i) the 7,792 shares (the Shares) of the
Common Stock of Rockwell International Corporation (Rockwell) standing in my
name on the books of Rockwell represented by Certificate No. ______________
herewith, granted to me on December 3, 1997, as Restricted Stock as deferred
payment of certain compensation earned during the Corporation's fiscal year
ended September 30, 1997, and (ii) any additional shares of Rockwell's Common
Stock, other securities issued by Rockwell or securities of another entity
(Stock Dividends) distributed, paid or payable on or in respect of the Shares
and Stock Dividends during the period the Shares and Stock Dividends are held by
Rockwell pursuant to a certain Restricted Stock Agreement dated December 3, 1997
with respect to the Shares; and I do hereby irrevocably constitute and appoint
______________________________, attorney with full power of substitution in the
premises to transfer the Shares on the books of Rockwell.
Dated: December 3, 1997
---------------------------------
(Signature)
WITNESS:
--------------------------------- ---------------------------------
(Signature)