-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZRm7HgE6pRFQUncUFRhuKgUlap4wWF1CXhU/5jp9kw61U1X8D7XYBCWmPunTXDC EN3qTqGMNJ4a77FqUYqogg== /in/edgar/work/20000602/0000893838-00-000160/0000893838-00-000160.txt : 20000919 0000893838-00-000160.hdr.sgml : 20000919 ACCESSION NUMBER: 0000893838-00-000160 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000602 EFFECTIVENESS DATE: 20000602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0001024478 STANDARD INDUSTRIAL CLASSIFICATION: [3823 ] IRS NUMBER: 251797617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38444 FILM NUMBER: 648507 BUSINESS ADDRESS: STREET 1: 600 ANTON BLVD STE 700 CITY: COSTA MESA STATE: CA ZIP: 92626-7147 BUSINESS PHONE: 7144244200 MAIL ADDRESS: STREET 1: 600 ANTON BLVD STE 700 CITY: COSTA MESA STATE: CA ZIP: 92626-7147 FORMER COMPANY: FORMER CONFORMED NAME: NEW ROCKWELL INTERNATIONAL CORP DATE OF NAME CHANGE: 19961009 S-8 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rockwell International Corporation (Exact name of registrant as specified in its charter) Delaware 25-1797617 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 777 East Wisconsin Avenue Suite 1400 Milwaukee, Wisconsin 53202 (Address of Principal (Zip Code) Executive Offices) Rockwell International Corporation 2000 Long-Term Incentives Plan (Full title of the plan) WILLIAM J. CALISE, JR. ESQ. Senior Vice President, General Counsel and Secretary Rockwell International Corporation 777 East Wisconsin Avenue, Suite 1400 Milwaukee, Wisconsin 53202 (Name and address of agent for service) (414) 212-5200 (Telephone number, including area code, of agent for service) Copy to: PETER R. KOLYER, ESQ. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-5100
CALCULATION OF REGISTRATION FEE ================================ ================= ===================== ===================== ===================== Amount Proposed maximum Proposed maximum Amount of Title of Securities to be offering price aggregate registration to be registered registered(1) per share(2) offering price(2) fee -------------------------------- ----------------- --------------------- --------------------- --------------------- Common Stock, par value $1 per share (including the associated Preferred Share 16,000,000 $40.50 $648,000,000 $171,072 Purchase Rights) shares ================================ ================= ===================== ===================== =====================
(1) The shares of Common Stock set forth in the Calculation of Registration Fee table and which may be offered pursuant to this registration statement include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), such additional number of shares of the Registrant's common stock as may become issuable as a result of any stock splits, stock dividends or similar events. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based on the average of the high and low per share market price of the Common Stock for New York Stock Exchange Composite Transactions on May 30, 2000 of $40.50. Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act, the prospectus that is part of this registration statement will be used in connection with the offer and sale of Common Stock of the Registrant previously registered under the Registrant's Registration Statement on Form S-8 (Registration No. 333-17055). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which are on file (File No. 1-12383) with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof: (a) Annual Report on Form 10-K of Rockwell International Corporation ("Rockwell") for the year ended September 30, 1999. (b) Quarterly Report on Form 10-Q of Rockwell for the quarter ended December 31, 1999. (c) Quarterly Report on Form 10-Q of Rockwell for the quarter ended March 31, 2000. (d) The description of Rockwell's Common Stock, par value $1 per share, and Rockwell's Preferred Share Purchase Rights, which is incorporated in Rockwell's Registration Statement on Form 8-A dated October 30, 1996 by reference to the material under the caption "Description of New Rockwell Capital Stock" on pages 105-115 of Rockwell's Proxy Statement-Prospectus dated October 29, 1996, constituting a part of Rockwell's Registration Statement on Form S-4 (Registration No. 333-14969). All documents subsequently filed by Rockwell pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded. Item 4. Description of Securities. This Item is not applicable. Item 5. Interests of Named Experts and Counsel. William J. Calise, Jr., Esq., who has passed upon the legality of any newly issued shares of Common Stock of Rockwell covered by this registration statement, is Senior Vice President, General Counsel and Secretary of Rockwell. II-1 Item 6. Indemnification of Directors and Officers. The Delaware General Corporation Law permits Delaware corporations to eliminate or limit the monetary liability of directors to a corporation or its shareholders for breach of their fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec. 102(b)(7)) and also provides for indemnification of directors, officers, employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145). The last paragraph of Article Seventh of Rockwell's Restated Certificate of Incorporation, as amended, eliminates monetary liability of directors to Rockwell and its shareowners for breach of fiduciary duty as directors to the extent permitted by Delaware law. Section 13 of Article III of the By-Laws of Rockwell and the appendix thereto entitled Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article III, Section 13 of the By-Laws provide, in substance, for the indemnification of directors, officers, employees and agents of Rockwell to the extent permitted by Delaware law. Rockwell's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act. In addition, Rockwell and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which Rockwell or such persons may be required to make in respect thereof. Item 7. Exemption from Registration Claimed. This Item is not applicable. Item 8. Exhibits. 4-a -- Restated Certificate of Incorporation of Rockwell, as amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1996, is hereby incorporated by reference. 4-b -- By-Laws of Rockwell, filed as Exhibit 3-b-2 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1998, are hereby incorporated by reference. 4-c -- Rights Agreement dated as of November 30, 1996 between Rockwell and ChaseMellon Shareholder Services, L.L.C., as rights agent, filed as Exhibit 4-c to Registration Statement No. 333-17031, is hereby incorporated by reference. 4-d-1 -- Copy of the Rockwell International Corporation 2000 Long-Term Incentives Plan effective as of December 1, 1999, included as Exhibit A to Rockwell's Proxy Statement for its 2000 Annual Meeting of Shareowners, is hereby incorporated by reference. 4-d-2 -- Forms of Stock Option Agreement under Rockwell's 2000 Long-Term Incentives Plan. II-2 4-d-3 -- Form of Restricted Stock Agreement under Rockwell's 2000 Long-Term Incentives Plan. 5 -- Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued shares of Common Stock of Rockwell covered by this registration statement. 23-a -- Consent of Deloitte & Touche LLP, independent auditors. 23-b -- Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5 to this registration statement. 23-c -- Consent of Chadbourne & Parke LLP. 24-a -- Power of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers of Rockwell, filed as Exhibit 24 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1999, is hereby incorporated by reference. 24-b -- Power of Attorney authorizing certain persons to sign this registration statement on behalf of Betty C. Alewine, a director of Rockwell. Item 9. Undertakings. A. Rockwell hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by Rockwell pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of Rockwell's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a II-3 new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Rockwell pursuant to the foregoing provisions, or otherwise, Rockwell has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Rockwell of expenses incurred or paid by a director, officer or controlling person of Rockwell in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Rockwell will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on the 2nd day of June, 2000. ROCKWELL INTERNATIONAL CORPORATION By /s/ William J. Calise, Jr. -------------------------- (William J. Calise, Jr., Senior Vice President, General Counsel and Secretary) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the 2nd day of June, 2000 by the following persons in the capacities indicated: Signature Title --------- ----- DON H. DAVIS, JR.* Chairman of the Board and Chief Executive Officer (principal executive officer) BETTY C. ALEWINE* Director GEORGE L. ARGYROS* Director DONALD R. BEALL* Director WILLIAM H. GRAY, III* Director WILLIAM T. MCCORMICK, JR.* Director JOHN D. NICHOLS* Director BRUCE M. ROCKWELL* Director ROBERT B. SHAPIRO* Director JOSEPH F. TOOT, JR.* Director W. MICHAEL BARNES* Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer) WILLIAM E. SANDERS* Vice President and Controller (principal accounting officer) * By /s/ William J. Calise, Jr. ------------------------------------------------ (William J. Calise, Jr., Attorney-in-fact)** ** By authority of the powers of attorney filed herewith. EXHIBIT INDEX
Exhibit Number Page - ------- ------ 4-a Restated Certificate of Incorporation of Rockwell, as amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1996, is hereby incorporated by reference. 4-b By-Laws of Rockwell, filed as Exhibit 3-b-2 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1998, are hereby incorporated by reference. 4-c Rights Agreement dated as of November 30, 1996 between Rockwell and ChaseMellon Shareholder Services, L.L.C., as rights agent, filed as Exhibit 4-c to Registration Statement No. 333-17031, is hereby incorporated by reference. 4-d-1 Copy of the Rockwell International Corporation 2000 Long-Term Incentives Plan effective as of December 1, 1999, included as Exhibit A to Rockwell's Proxy Statement for its 2000 Annual Meeting of Shareowners, is hereby incorporated by reference. 4-d-2 Forms of Stock Option Agreement under Rockwell's 2000 Long-Term Incentives Plan. 4-d-3 Form of Restricted Stock Agreement under Rockwell's 2000 Long-Term Incentives Plan. 5 Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued shares of Common Stock of Rockwell covered by this registration statement. 23-a Consent of Deloitte & Touche LLP, independent auditors. 23-b Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5 to this registration statement. 23-c Consent of Chadbourne & Parke LLP. 24-a Power of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers of Rockwell, filed as Exhibit 24 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1999, is hereby incorporated by reference. 24-b Power of Attorney authorizing certain persons to sign this registration statement on behalf of Betty C. Alewine, a director of Rockwell.
EX-4 2 0002.txt EXHIBIT 4-D-2 Exhibit 4-d-2 2000 LONG-TERM INCENTIVES PLAN NONTRANSFERRABLE OPTIONS FORM OF OPTION AGREEMENT (EXISTING ARBITRATION AGREEMENT) -------------------------------- [Grant Date] To: We are pleased to notify you that the Compensation and Management Development Committee has granted to you the following stock options under the 2000 Long-Term Incentives Plan (the "Plan"): Date of Grant Type of Grant Number of Shares Option Price - ------------- ------------- ---------------- ------------ These stock options ("the Options") have been granted, and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The attached Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement. Copies of the Plan and the Prospectus for the Plan are enclosed. Please carefully read the enclosed documents and retain them for future reference. ROCKWELL INTERNATIONAL CORPORATION By: ------------------------------- 2000 LONG-TERM INCENTIVES PLAN NONTRANSFERRABLE OPTIONS FORM OF OPTION AGREEMENT (NEW ARBITRATION AGREEMENT) --------------------------- [Grant Date] To: We are pleased to notify you that the Compensation and Management Development Committee has granted to you the following stock options under the 2000 Long-Term Incentives Plan (the "Plan"): Date of Grant Type of Grant Number of Shares Option Price - ------------- ------------- ---------------- ------------ These stock options ("the Options") have been granted, and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The attached Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement. This stock option grant is also subject to the condition that you sign and return one copy of the enclosed Mutual Agreement to Arbitrate Claims to: Rockwell International Corporation Office of the Secretary 777 East Wisconsin Avenue, Suite 1400, (MW31) Milwaukee, WI 53202 These stock option(s) will be of no effect if a copy of the Mutual Agreement to Arbitrate Claims properly signed by you, is not received by the Secretary of Rockwell on or before June 30, 2000, unless Rockwell (in its sole discretion) elects in writing to extend that date. Copies of the Plan and the Prospectus for the Plan are enclosed. Please carefully read the enclosed documents and retain them for future reference. ROCKWELL INTERNATIONAL CORPORATION By: ------------------------------- 2000 LONG-TERM INCENTIVES PLAN NONTRANSFERRABLE OPTIONS FORM OF OPTION AGREEMENT (NON-COMPETE;EXISTING ARBITRATION AGREEMENT) -------------------------------------------- [Grant Date] To: We are pleased to notify you that the Compensation and Management Development Committee has granted to you the following stock options under the 2000 Long-Term Incentives Plan (the "Plan"): Date of Grant Type of Grant Number of Shares Option Price - ------------- ------------- ---------------- ------------ These stock options ("the Options") have been granted, and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The attached Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement. In partial consideration for the grant of the Options to you, you undertake and agree by your acceptance of this Stock Option Agreement that (a) during your employment with the Corporation (as defined in the Plan) and for two years after the date of your retirement or other termination of such employment, you shall not (i) directly or indirectly, except with the approval of Rockwell, engage or otherwise participate in any business which is competitive with any significant line of business of Rockwell or any of its affiliates (otherwise than through ownership of not more than 5% of the voting securities of any such competitive business) or (ii) solicit or induce any employee of Rockwell or any of its affiliates to leave his or her employment with Rockwell or any of its affiliates to accept employment or other engagement with any such competitive business; and (b) in the event that you breach this undertaking, in addition to any and all other remedies Rockwell may have, (i) Rockwell shall have the right to determine by written notice to you that any of the Options then outstanding shall immediately lapse and cease to be exercisable; and (ii) you agree to pay [Grant Date] Page 2 Rockwell upon written demand the amount of the excess of the Fair Market Value (as defined in the Plan) of any shares of Rockwell's Common Stock you acquired upon exercise of any of the Options (other than Options exercised more than two years before the date of your retirement or other termination of employment) over the exercise price for those Shares. If a Change of Control (as defined in the Plan) shall occur, however, the foregoing provisions (a) and (b) shall immediately terminate as of, and shall not limit your activities after, the date of such Change of Control. Copies of the Plan and the Prospectus for the Plan are enclosed. Please carefully read the enclosed documents and retain them for future reference. The Options will lapse and be of no effect if a copy of this Stock Option Agreement, properly signed by you, is not received by the Secretary of Rockwell at Rockwell International Corporation Office of the Secretary 777 East Wisconsin Avenue, Suite 1400, (MW31) Milwaukee, WI 53202 on or before , unless Rockwell (in its sole discretion) elects ---------------- in writing to extend that date. Agreed to: ROCKWELL INTERNATIONAL CORPORATION Date: ----------------------- By: - ----------------------------- ------------------------------- Employee Signature [Social Security No.] 2000 LONG-TERM INCENTIVES PLAN NONTRANSFERRABLE OPTIONS FORM OF OPTION AGREEMENT (NON-COMPETE;NEW ARBITRATION AGREEMENT) --------------------------------------- [Grant Date] To: We are pleased to notify you that the Compensation and Management Development Committee has granted to you the following stock options under the 2000 Long-Term Incentives Plan (the "Plan"): Date of Grant Type of Grant Number of Shares Option Price - ------------- ------------- ---------------- ------------ These stock options ("the Options") have been granted, and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The attached Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement. In partial consideration for the grant of the Options to you, you undertake and agree by your acceptance of this Stock Option Agreement that (a) during your employment with the Corporation (as defined in the Plan) and for two years after the date of your retirement or other termination of such employment, you shall not (i) directly or indirectly, except with the approval of Rockwell, engage or otherwise participate in any business which is competitive with any significant line of business of Rockwell or any of its affiliates (otherwise than through ownership of not more than 5% of the voting securities of any such competitive business) or (ii) solicit or induce any employee of Rockwell or any of its affiliates to leave his or her employment with Rockwell or any of its affiliates to accept employment or other engagement with any such competitive business; and (b) in the event that you breach this undertaking, in addition to any and all other remedies Rockwell may have, (i) Rockwell shall have the right to determine by written notice to you that any of the Options then outstanding shall immediately lapse and cease to be exercisable; and (ii) you agree to pay [Grant Date] Page 2 Rockwell upon written demand the amount of the excess of the Fair Market Value (as defined in the Plan) of any shares of Rockwell's Common Stock you acquired upon exercise of any of the Options (other than Options exercised more than two years before the date of your retirement or other termination of employment) over the exercise price for those Shares. If a Change of Control (as defined in the Plan) shall occur, however, the foregoing provisions (a) and (b) shall immediately terminate as of, and shall not limit your activities after, the date of such Change of Control. This stock option grant is also subject to the condition that you sign and return one copy of the enclosed Mutual Agreement to Arbitrate Claims to: Rockwell International Corporation Office of the Secretary 777 East Wisconsin Avenue, Suite 1400, (MW31) Milwaukee, WI 53202 Copies of the Plan and the Prospectus for the Plan are enclosed. Please carefully read the enclosed documents and retain them for future reference. The Options will lapse and be of no effect if a copy of this Stock Option Agreement and a copy of the Mutual Agreement to Arbitrate Claims, each properly signed by you, are not received by the Secretary of Rockwell at the above address on or before _________________, unless Rockwell (in its sole discretion) elects in writing to extend that date. Agreed to: ROCKWELL INTERNATIONAL CORPORATION Date: ----------------------- By: - ----------------------------- ------------------------------- Employee Signature [Social Security No.] [Terms and Conditions for Three-Year Vesting] ROCKWELL INTERNATIONAL CORPORATION 2000 LONG-TERM INCENTIVES 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) IVR: Integrated Voice Response system that is used to facilitate all Stock Option transactions. (c) Options: The stock option or stock options listed in the first paragraph of the letter dated [here insert grant date] 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. (d) Option Shares: The shares of Rockwell Common Stock issuable or transferable on exercise of the Options. (e) Plan: Rockwell's 2000 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time. (f) Rockwell: Rockwell International Corporation, a Delaware corporation. (g) Shares: Shares of Rockwell Common Stock. (h) Stock Option Agreement: These Stock Option Terms and Conditions together with the letter dated [here insert grant date] 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 [here insert first anniversary of grant date] and ending on [here insert tenth anniversary of grant date], as to an additional one-third (rounded to the nearest whole number) of the Option Shares during the period beginning on [here insert second anniversary of grant date] and ending on [here insert tenth anniversary of grant date] and as to the balance of the Option Shares during the period beginning on [here insert third anniversary of grant date] and ending on [here insert tenth anniversary of grant date], and only during those periods, provided that: (a) if you die while an employee of the Corporation (as defined in the Plan), your estate, or any person who acquires the Options by bequest or inheritance, 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; and (b) if your employment by the Corporation terminates other than by death, then: (i) if your retirement or other termination date is before [here insert first anniversary of grant date], the Options shall lapse on your retirement or other termination and may not be exercised at any time; (ii) if your employment by the Corporation is terminated for cause, the Options shall expire forthwith upon your termination and may not be exercised thereafter; (iii) if your employment by the Corporation terminates after [here insert first anniversary of grant date] by reason of your retirement under a retirement plan of Rockwell, or a subsidiary or affiliate of Rockwell, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; or if you retire prior to age 62, the earlier of (x) the fifth anniversary of your retirement date or (y) such earlier date as the Compensation and Management Development Committee shall determine by action taken not later than 60 days after your retirement date; (iv) if your employment by the Corporation terminates on or after [here insert first anniversary of grant date] for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date. 2 In no event shall the provisions of the foregoing subparagraphs (a) and (b) extend to a date after [here insert tenth anniversary of grant date] the period during which the Options may be exercised. 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 contact the administrator, ChaseMellon Shareholder Services, 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 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, (i) 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 (ii) receipt of any documents required pursuant to Section 3(a)(v); and 3 (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, (i) 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 (ii) 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. (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. 4 (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 6(e) 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. (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 5 those Option Shares and (y) any reimbursement in respect of withholding taxes due pursuant to Section 5. 4. Transferability The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options. 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 the confirmation of the Option exercise (Section 3(a)(ii)). If such payment is not made, Rockwell, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(e) with respect to payment of the exercise price. 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 understandings with respect to the Options other than those expressly set forth in this Stock Option Agreement and the Plan. 6 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. 7 [Terms and Conditions for Performance and Three-Year Vesting] ROCKWELL INTERNATIONAL CORPORATION 2000 LONG-TERM INCENTIVES 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) IVR: Integrated Voice Response system that is used to facilitate all Stock Option transactions. (c) Options: The stock option or stock options listed in the first paragraph of the letter dated [here insert grant date] 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. (d) Option Shares: The shares of Rockwell Common Stock issuable or transferable on exercise of the Options. (e) Plan: Rockwell's 2000 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time. (f) Rockwell: Rockwell International Corporation, a Delaware corporation. (g) Shares: Shares of Rockwell Common Stock. (h) Stock Option Agreement: These Stock Option Terms and Conditions together with the letter dated [here insert grant date] 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 follows: - Performance Vesting Options: The total number of Option Shares beginning on the date on which the closing price of Shares as reported on the New York Stock Exchange -- Composite Transactions shall have exceeded ____% of the Fair Market Value (as defined in the Plan) on [here insert grant date], for at least 20 consecutive trading days or, if earlier, on ____________ and ending on [here insert tenth anniversary of grant date] and only during that period. - All other Options (ISO and NQ combined): One-third (rounded to the nearest whole number) of the Option Shares (including all of the Option Shares covered by any Options granted as incentive stock options) during the period beginning on [here insert first anniversary of grant date] and ending on [here insert tenth anniversary of grant date], as to an additional one-third (rounded to the nearest whole number) of the Option Shares during the period beginning on [here insert second anniversary of grant date] and ending on [here insert tenth anniversary of grant date] and as to the balance of the Option Shares during the period beginning on [here insert third anniversary of grant date] and ending on [here insert tenth anniversary of grant date], and only during those periods. provided that: (a) if you die while an employee of the Corporation (as defined in the Plan), your estate, or any person who acquires the Options by bequest or inheritance, 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; and (b) if your employment by the Corporation terminates other than by death, then: (i) if your retirement or other termination date is before [here insert first anniversary of grant date], the Options shall lapse on your retirement or other termination and may not be exercised at any time; (ii) if your employment by the Corporation is terminated for cause, the Options shall expire forthwith upon your termination and may not be exercised thereafter; (iii) if your employment by the Corporation terminates after [here insert first anniversary of grant date] by reason of your retirement under a retirement plan of Rockwell, or a subsidiary or affiliate of Rockwell, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; or if you retire prior to age 62, 2 the earlier of (x) the fifth anniversary of your retirement date or (y) such earlier date as the Compensation and Management Development Committee shall determine by action taken not later than 60 days after your retirement date; (iv) if your employment by the Corporation terminates on or after [here insert first anniversary of grant date] for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date. In no event shall the provisions of the foregoing subparagraphs (a) and (b) extend to a date after [here insert tenth anniversary of grant date] the period during which the Options may be exercised. 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 contact the administrator, ChaseMellon Shareholder Services, 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 3 (v) in the case of an exercise of the Options by any person other than you seeking to exercise the Options, such documents as 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, (i) 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 (ii) 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, (i) 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 (ii) 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. (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 4 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 6(e) 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. (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 5 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 The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options. 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 the confirmation of the Option exercise (Section 3(a)(ii)). If such payment is not made, Rockwell, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(e) with respect to payment of the exercise price. 6 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 understandings with respect to the Options other than those expressly set forth in this Stock Option Agreement and the Plan. 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. 7 EX-4 3 0003.txt EXHIBIT 4-D-3 Exhibit 4-d-3 ROCKWELL INTERNATIONAL CORPORATION 2000 LONG-TERM INCENTIVES PLAN RESTRICTED STOCK AGREEMENT To: [Grantee] In accordance with Section 4(c) of the 2000 Long-Term Incentives Plan (the Plan) of Rockwell International Corporation (Rockwell), shares (Restricted Shares) of Common Stock of Rockwell have been granted to you today as Restricted Stock (as defined in the Plan) upon the terms and conditions of this Restricted Stock Agreement, subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan. 1. Earning of Restricted Shares (a) [Here insert provisions on earning of Restricted Shares, including a definition of "Restricted Period"] (b) If (i) you shall continue as an Employee throughout the Restricted Period; or (ii) you shall die or suffer a disability that shall continue for a continuous period of at least six months prior to the end of the Restricted Period; or (iii) a "Change of Control" (as defined for purposes of Article III, Section 13(I)(1) of Rockwell's By-Laws) shall have occurred; then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement. (c) If you cease to be an Employee prior to satisfaction of any of the conditions set forth in paragraph (b) of this Section, you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect to the Restricted Shares, or any Dividends (as hereinafter defined) thereon, or any other proceeds thereof. 2. Retention of Certificates for Restricted Shares and Dividends Certificates for the Restricted Shares and any dividends or distributions thereon or in respect thereof (Dividends), whether in cash or otherwise (including but not limited to additional shares of Common Stock or other securities of Rockwell or securities of another entity, any such shares or other securities being collectively referred to herein as Stock Dividends), shall be delivered to and held by Rockwell, or shall be registered in book entry form subject to Rockwell's instructions, until you shall have earned the Restricted Shares in accordance with the provisions of Section 1. To facilitate implementation of the provisions of this Agreement, you undertake to sign and deposit with Rockwell'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; (ii) a Dividend Order in the form of Attachment 2 hereto with respect to dividends (whether payable in cash or as Stock Dividends) or other distributions on the Restricted Shares; and (iii) such other documents appropriate to effectuate the purpose and intent of this Restricted Stock Agreement as Rockwell may reasonably request from time to time. 3. Voting Rights Notwithstanding the retention by Rockwell of certificates (or the right to give instructions with respect to shares held in book entry form) for the Restricted Shares and any Stock Dividends, you shall be entitled to vote the Restricted Shares and any Stock Dividends held by Rockwell (or subject to its instructions) in accordance with Section 2, unless and until such shares have been forfeited in accordance with Section 5. 4. Delivery of Earned Restricted Shares and Dividends As promptly as practicable after (i) you shall have been deemed to have earned all or part of the Restricted Shares in accordance with Section 1 and (ii) Rockwell has been reimbursed for all required withholding taxes in respect of your earning all or the part of the Restricted Shares you have been deemed to have earned (including withholding taxes on any Dividends on those Restricted Shares and interest on those Dividends that were paid in cash) Rockwell 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) all or the part of the Restricted Shares you have been deemed to have earned. Concurrently, Rockwell shall deliver to you any Dividends in respect of those Restricted Shares then held by Rockwell (or subject to its instructions) and interest on the amount of those Dividends that were paid in cash, calculated at a fluctuating rate per annum, adjusted quarterly, equal to 120% of the Federal Long-Term Rate as announced by the Secretary of Treasury and in effect from time to time during the period Rockwell held those Dividends that were paid in cash. 5. Forfeiture of Unearned Restricted Shares and Dividends Notwithstanding any other provision of this Agreement, 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 Dividends, then being held by Rockwell (or subject to its instructions) in accordance with Section 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 Dividends, shall be transferred to Rockwell. 6. Adjustments If there shall be any change in or affecting shares of Stock on account of any stock dividend or split, merger or consolidation, reorganization (whether or not Rockwell is a surviving corporation), recapitalization, reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or other property, there shall be made or taken such 2 amendments to this Agreement or the Restricted Shares as the Board of Directors may deem appropriate under the circumstances. 7. 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 Dividends shall be deliverable, during your lifetime, only to you. 8. Withholding Rockwell shall have the right, in connection with the delivery of the Restricted Shares and any Dividends (and interest thereon) subject to this Agreement, (i) to deduct from any payment otherwise due by Rockwell to you or any other person receiving delivery of the Restricted Shares and any Dividends (and interest thereon) an amount equal to any 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. 9. Applicable Law This Agreement and Rockwell'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. 3 ROCKWELL INTERNATIONAL CORPORATION By ---------------------------------- William J. Calise, Jr. Senior Vice President, General Counsel and Secretary Attachment 1 - Stock Transfer Power Attachment 2 - Dividend Order Dated: Agreed to this day of , 2000 -- ------ - ------------------------------------- [Grantee] Address: Social Security No.: ATTACHMENT 1 STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE ---------------------------------------------- FOR VALUE RECEIVED, I, [Grantee], hereby sell, assign and transfer unto Rockwell International Corporation (Rockwell) (i) the 5,000 shares (the Shares) of the Common Stock of Rockwell standing in my name on the books of Rockwell evidenced by book entry, granted to me on , 2000 as Restricted Stock pursuant to Rockwell's 2000 Long-Term Incentives Plan 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 , 2000, 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: ------------------------------ (Signature) WITNESS: - ---------------------------- ATTACHMENT 2 Send To: -------------------------------------------------------------------- -------------------------------------------------------------------- DIVIDEND ORDER Date: ---------------------- Until this order shall be revoked in writing by the undersigned with the written consent of the Secretary or an Assistant Secretary of Rockwell International Corporation, please comply with the following instructions with respect to the payment of all dividends or other distributions on all shares of Common Stock of Rockwell International Corporation: REGISTERED AS FOLLOWS: [Grantee] c/o Office of the Secretary, Room 1280 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 Tax Identification No.: Account Key: DIVIDEND CHECKS and all rights, stock dividends, notices and other communications (other than proxy statements and proxies) pertaining to the above account are to be payable to and mailed as follows: Office of the Secretary, Room 1280 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 All proxy statements, proxies and related materials pertaining to the above account are to be mailed to the undersigned at the following address: [Grantee] [Grantee's Address] THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS: - ---------------------------- ---------------------------- - ---------------------------- ---------------------------- SIGNATURE(S) GUARANTEED: ROCKWELL INTERNATIONAL CORPORATION By: ---------------------------------- Assistant Secretary EX-5 4 0004.txt EXHIBIT 5 Exhibit 5 [Letterhead of William J. Calise, Jr.,] June 2, 2000 Rockwell International Corporation 777 East Wisconsin Avenue Suite 1400 Milwaukee, WI 53202 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of Rockwell International Corporation, a Delaware corporation (the "Company"), and am delivering this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1933, as amended (the "Act"), 16,000,000 shares of Common Stock, par value $1 per share, of the Company including the associated Preferred Share Purchase Rights (the "Common Shares") that may be delivered pursuant to the Rockwell International Corporation 2000 Long-Term Incentives Plan (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinion hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any newly issued Common Shares delivered pursuant to the Plan will, when so delivered, be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. I express no opinion herein as to any laws other than the General Corporation Law of the State of Delaware (as well as the applicable provisions of the Delaware Constitution and applicable reported judicial decisions) and the Federal laws of the United States. Very truly yours, /s/ William J. Calise, Jr. EX-23 5 0005.txt EXHIBIT 23-A Exhibit 23-a INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this registration statement of Rockwell International Corporation on Form S-8 of our report dated November 3, 1999 appearing in the Annual Report on Form 10-K of Rockwell International Corporation for the year ended September 30, 1999 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this registration statement. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin June 2, 2000 EX-23 6 0006.txt EXHIBIT 23-C Exhibit 23-c CONSENT OF COUNSEL We hereby consent to the reference to this firm and to the inclusion of the summary of our opinion under the caption "Tax Consequences" in the Prospectus related to this registration statement on Form S-8 filed by Rockwell International Corporation in respect of the Rockwell International Corporation 2000 Long-Term Incentives Plan. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, New York 10112 June 2, 2000 EX-24 7 0007.txt EXHIBIT 24-B Exhibit 24-b POWER OF ATTORNEY I, the undersigned Director and/or Officer of Rockwell International Corporation, a Delaware corporation (the Company), hereby constitute WILLIAM J. CALISE, JR., EDWARD T. MOEN, II and PETER R. KOLYER, and each of them singly, my true and lawful attorneys with full power to them and each of them to sign for me, and in my name and in the capacity or capacities indicated below, a Registration Statement on Form S-8 and any and all amendments (including supplements and post-effective amendments) for the purpose of registering under the Securities Act of 1933, as amended, securities to be sold pursuant to the Rockwell International Corporation 2000 Long-Term Incentives Plan. Signature Title Date - --------- ----- ----- /s/ Betty C. Alewine Director April 18, 2000 - -------------------- Betty C. Alewine -----END PRIVACY-ENHANCED MESSAGE-----