8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): November 4, 2005 (November 2, 2005)

Rockwell Automation, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-12383
(Commission
File Number) 25-1797617
(IRS Employer
Identification No.)

777 East Wisconsin Avenue, Suite 1400
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)


(414) 212-5299
(Registrant’s telephone number, including area code)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

        __ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

                 As noted in Item 8.01, on November 2, 2005, the Board of Directors of Rockwell Automation, Inc. (“Rockwell”) approved amendments to the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended (the “Plan”), to authorize the grant of performance shares under the Plan. On November 2, 2005, the Compensation and Management Development Committee of the Board of Directors of Rockwell approved a form of Performance Share Agreement with respect to grants of performance shares under the Plan. The form of Performance Share Agreement provides for the grant of performance shares under the Plan, in respect of which grantees thereof will be eligible to receive shares of Rockwell common stock, par value $1 per share (“Rockwell Common Stock”), and/or cash in an amount determined based on the total shareowner return of Rockwell Common Stock, assuming reinvestment of all dividends, relative to the performance of the Standard & Poor’s 500 for the period from October 1, 2005 to September 30, 2008, if the grantee continues as an employee for three years from the date of the Performance Share Agreement (subject to provisions contained in the Performance Share Agreement relating to the grantee’s death, disability or retirement under a retirement plan of Rockwell or a change in control of Rockwell). A copy of the form of Performance Share Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

                 On November 2, 2005, the Compensation and Management Development Committee of the Board of Directors of Rockwell also approved a form of Restricted Stock Agreement with respect to certain grants of restricted stock under the Plan. The form of Restricted Stock Agreement provides for the grant of Rockwell Common Stock as restricted stock under the Plan, which grantees will be deemed to have fully earned on the third anniversary of the date of the Restricted Stock Agreement (subject to provisions contained in the Restricted Stock Agreement relating to the grantee’s death, disability or retirement under a retirement plan of Rockwell or a change in control of Rockwell). A copy of the form of Restricted Stock Agreement is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 8.01. Other Events.

                 On November 2, 2005, the Board of Directors of Rockwell approved amendments to the Plan to authorize the grant of performance shares under the Plan. A copy of the Memorandum of Amendments to the Plan is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(Page 2 of 5 Pages)

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Performance Share Agreement under the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended.

10.2 Form of Restricted Stock Agreement under the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended.

99.1 Memorandum of Amendments to the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended.

(Page 3 of 5 Pages)

SIGNATURE

                 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROCKWELL AUTOMATION, INC.                    (Registrant)
By	/s/ Douglas M. Hagerman
	Douglas M. Hagerman Senior Vice President, General Counsel      and Secretary

Date: November 4, 2005

(Page 4 of 5 Pages)

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Performance Share Agreement under the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended.
10.2	Form of Restricted Stock Agreement under the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended.
99.1	Memorandum of Amendments to the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended.

(Page 5 of 5 Pages)

EX-10

Exhibit 10.1

ROCKWELL AUTOMATION, INC.

2000 LONG-TERM INCENTIVES PLAN

PERFORMANCE SHARE AGREEMENT

To: ________________

               In accordance with Section 4(e) of the 2000 Long-Term Incentives Plan (the “Plan”) of Rockwell Automation, Inc. (“Rockwell Automation”), _________ Performance Shares (as defined in the Plan) have been granted to you today upon the terms and conditions of this Performance Share Agreement (this “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.            Terms of Performance Shares.

                      (a)     Subject to the provisions of this Section 1, you shall be eligible to receive shares of Stock or cash as determined in accordance with Section 1(f) of this Agreement in respect of the Performance Shares subject to this Agreement (the “Performance Share Payout”) if you shall continue as an Employee from the date hereof until the third anniversary of the date hereof (the “Performance Share Period”).

                      (b)     If (i) you shall die or suffer a disability (as determined by the Committee)(as defined in the Plan) that shall continue for a continuous period of at least six months during the period of your continuous service as an Employee and prior to the end of the Performance Share Period; or (ii) your employment by Rockwell Automation terminates on or after the first anniversary of the date hereof and prior to the end of the Performance Share Period by reason of your retirement under a retirement plan of Rockwell Automation; then you shall be eligible to receive promptly following the end of the Performance Share Period a prorated portion of the Performance Share Payout in accordance with Section 1(f) of this Agreement equal to such Performance Share Payout, multiplied by the percentage of days in the Performance Share Period during which you were an Employee.

                      (c)     If a “Change in Control” (as defined for purposes of Article III, Section 13(I)(1) of Rockwell Automation’s By-Laws) shall occur during the period of your continuous service as an Employee and prior to the end of the Performance Share Period; then you shall be entitled to receive promptly following such Change in Control the Performance Share Payout in accordance with Section 1(f) of this Agreement.

                      (d)     If you cease to be an Employee prior to satisfaction of any of the conditions set forth in Section 1(a), 1(b) or 1(c) of this Agreement, you shall not be entitled to receive any Performance Share Payout in respect of the Performance Shares

subject to this Agreement and shall have no further rights with respect to the Performance Shares subject to this Agreement.

                      (e)     For purposes of this Section 1, if you are placed on salary continuation status in connection with your separation from Rockwell Automation, you will be treated as not having terminated your employment with Rockwell Automation until the last date on which you receive salary continuation payments from Rockwell Automation, at which time your employment by Rockwell Automation will be deemed terminated.

                      (f)     Subject to the provisions of this Section 1 (including, if Section 1(b) of this Agreement is applicable, the proration requirements thereof), promptly following the end of the Performance Share Period (or promptly following a Change in Control in the event Section 1(c) of this Agreement is applicable), the number of shares of Stock (or the amount of cash) payable to you in respect of the Performance Shares subject to this Agreement shall be determined by multiplying (i) the number of Performance Shares subject to this Agreement by (ii) the applicable percentage determined by the Committee in accordance with Attachment1 hereto based on the total shareowner return of Rockwell Automation Common Stock, assuming reinvestment of all dividends, for the period from October 1, 2005 to September 30, 2008; provided, however, that if Section 1(c) of this Agreement is applicable, the percentage under this Section 1(f)(ii) shall be deemed to be 100%. In determining such total shareowner return, the price of the Stock on each of the first and last dates of such three-year period will be determined by using the average of the daily closing prices per share of the Stock as reported on the New York Stock Exchange Composite Transactions Reporting System for the 20 trading days immediately preceding such date. Any payout in respect of Performance Shares subject to this Agreement may be in Stock, in cash or partly in Stock and partly in cash, as the Committee may determine. Any cash amounts payable pursuant to this Section 1(f) will be calculated based upon the Fair Market Value of the Stock on the trading day immediately preceding the payout date (or such other date as the Committee shall determine in its sole discretion).

2.            Delivery of Shares or Cash.

               As promptly as practicable after (i) shares of Stock or cash have been determined by the Committee to be payable in accordance with Section 1 of this Agreement in respect of the Performance Shares subject to this Agreement and (ii) Rockwell Automation has been reimbursed for all required withholding taxes in respect of the Stock and/or cash payable in respect of such Performance Shares, Rockwell Automation shall deliver to you (or in the event of your death, to your estate or any person who acquires your interest in such Performance Shares by bequest or inheritance) shares of Stock, cash or a combination thereof, as shall be determined by the Committee, in respect of such Performance Shares.

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3.            Forfeiture of Performance Shares.

               Notwithstanding any other provision of this Agreement, if at any time it shall become impossible for you to receive any Performance Share Payout in respect of the Performance Shares subject to this Agreement, all such Performance Shares shall be forfeited, and you shall have no further rights of any kind or nature with respect thereto.

4.            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 Automation 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 amendments to this Agreement or the Performance Shares subject to this Agreement as the Board of Directors may deem appropriate under the circumstances.

5.            Transferability.

               This grant is not transferable by you otherwise than by will or by the laws of descent and distribution, and the Stock and/or cash payable in respect of the Performance Shares subject to this Agreement shall be deliverable, during your lifetime, only to you.

6.            Withholding.

               Rockwell Automation shall have the right, in connection with the delivery of any shares of Stock or cash in respect of the Performance Shares subject to this Agreement, (i) to deduct from any payment otherwise due by Rockwell Automation to you or any other person receiving delivery of such shares or cash 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 shares of Stock 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.

7.            No Acquired Rights.

               You acknowledge, agree and consent that: (a) the Plan is discretionary and Rockwell Automation may amend, cancel or terminate the Plan at any time; (b) the grant of the Performance Shares subject to this Agreement is a one-time benefit offered to you and does not create any contractual or other right for you to receive any grant of performance shares or benefits under the Plan in the future; (c) future grants, if any, shall be at the sole discretion of Rockwell Automation, including, but not limited to, the timing of any grant, the number of shares and forfeiture provisions; and (d) your participation in the Plan is voluntary.

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8.            Applicable Law.

               This Agreement and Rockwell Automation’s obligation to deliver the Stock and/or cash payable in respect of the Performance Shares subject to this Agreement shall be governed by and construed and enforced in accordance with the laws of Delaware and the Federal law of the United States.

9.            Entire Agreement.

               This Agreement and the Plan embody the entire agreement and understanding between Rockwell Automation and you with respect to the Performance Shares subject to this Agreement, and there are no representations, promises, covenants, agreements or understandings with respect to such Performance Shares other than those expressly set forth in this Agreement and the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall govern.

ROCKWELL AUTOMATION, INC.
By
	Senior Vice President, General Counsel and Secretary

Attachment 1 — Matrix

Dated:

Agreed to this _____ day of _______________, 200_:

______________________________
Name:

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EX-10

Exhibit 10.2

ROCKWELL AUTOMATION, INC.

2000 LONG-TERM INCENTIVES PLAN, AS AMENDED

RESTRICTED STOCK AGREEMENT

To: _____________

        In accordance with Section 4(c) of the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended (the Plan), ________ shares (Restricted Shares) of Stock (as defined in the Plan) of Rockwell Automation, Inc. (Rockwell Automation) have been granted to you, effective November 7, 2005, 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)       If you shall continue as an Employee from the date hereof until November 7, 2008, then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement.

        (b)       If (i) you shall die or suffer a disability that shall continue for a continuous period of at least six months during the period of your continuous service as an Employee and prior to November 7, 2008; or (ii) a “Change in Control” (as defined for purposes of Article III, Section 13(I)(1) of Rockwell Automation’s By-Laws) shall occur during the period of your continuous service as an Employee and prior to November 7, 2008; then you shall be deemed to have fully earned all the Restricted Shares subject to this Agreement.

        (c)       If your employment by Rockwell Automation terminates on or after the first anniversary of the date hereof and prior to November 7, 2008 by reason of your retirement under a retirement plan of Rockwell Automation, then you shall be deemed to have fully earned a prorated portion of the Restricted Shares subject to this Agreement equal to the number of Restricted Shares subject to this Agreement, multiplied by the percentage of days in the three-year period ended November 7, 2008 during which you were an Employee.

        (d)       If you cease to be an Employee prior to satisfaction of any of the conditions set forth in paragraph (a), (b) or (c) 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 Stock Dividends (as hereinafter defined).

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 Stock or other securities of Rockwell Automation or securities of another entity (Stock Dividends), shall be delivered to and held by Rockwell Automation, or shall be registered in book entry form subject to Rockwell Automation’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 Automation’s Office of the Secretary such documents appropriate to effectuate the purpose and intent of this Restricted Stock Agreement as Rockwell Automation may reasonably request from time to time.

3. Dividends and Voting Rights

Notwithstanding the retention by Rockwell Automation 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, unless and until such shares have been forfeited in accordance with Section 5, you shall be entitled to receive any dividends that may be paid in cash on, and to vote, the Restricted Shares and you shall be entitled to receive any Stock Dividends held by Rockwell Automation (or subject to its instructions) in accordance with Section 2.

4. Delivery of Earned Restricted Shares

As promptly as practicable after (i) you shall have been deemed to have earned the Restricted Shares in accordance with Section 1 and (ii) Rockwell Automation has been reimbursed for all required withholding taxes in respect of your earning all the Restricted Shares and Stock Dividends that you have been deemed to have earned, Rockwell Automation 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 and Stock Dividends that you have been deemed to have earned.

5. Forfeiture of Unearned Restricted Shares

        (a)        Notwithstanding any other provision of this Agreement, other than as provided in Section 5(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 Rockwell Automation (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 Stock Dividends, shall be transferred to Rockwell Automation.

        (b)        Notwithstanding any other provision of this Agreement, if Section 1(c) is applicable, all of the unearned Restricted Shares, together with

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any Stock Dividends thereon, then being held by Rockwell Automation (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, such unearned Restricted Shares, together with any Stock Dividends thereon, shall be transferred to Rockwell Automation.

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 Automation 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 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 Stock Dividends, shall be deliverable during your lifetime only to you.

8. Withholding

Rockwell Automation 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 Rockwell Automation to you or any other person receiving delivery of the Restricted Shares and any Stock Dividends 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. No Acquired Rights

You acknowledge, agree and consent that: (a) the Plan is discretionary and Rockwell Automation may amend, cancel or terminate the Plan at any time; (b) the grant of the Restricted Shares subject to this Agreement is a one-time benefit offered to you and does not create any contractual or other right for you to receive any grant of Stock as Restricted Stock or benefits under the Plan in the future; (c) future grants, if any, shall be at the sole discretion of Rockwell Automation, including, but not limited to, the timing of any grant, the number of shares and forfeiture provisions; and (d) your participation in the Plan is voluntary.

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10. Applicable Law

This Agreement and Rockwell Automation’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.

11. Entire Agreement.

This Agreement and the Plan embody the entire agreement and understanding between Rockwell Automation and you with respect to the Restricted Shares subject to this Agreement, and there are no representations, promises, covenants, agreements or understandings with respect to such Restricted Shares other than those expressly set forth in this Agreement and the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall govern.

ROCKWELL AUTOMATION, INC.
By
	Senior Vice President, General Counsel and Secretary

Dated: November 7, 2005

Agreed to this ____ day of November, 2005.


_________________________________

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EX-99

Exhibit 99.1

MEMORANDUM OF PROPOSED AMENDMENTS TO
THE ROCKWELL AUTOMATION, INC.
2000 LONG-TERM INCENTIVES PLAN, AS AMENDED
(November 2, 2005)

1. Amend Section 2 of the Plan to redesignate paragraphs (v) and (w) as paragraphs (x) and (z), respectively, and to redesignate paragraphs (x), (y), (z), (aa) and (bb), as paragraphs (aa), (bb), (cc), (dd) and (ee), respectively.

2. Amend Section 2 of the Plan to add new paragraphs (v), (w) and (y) regarding performance share, performance unit and restricted stock awards to read in their entirety as follows;

2.(v).   “Performance Share” means an Award denominated in Stock granted pursuant to Section 4(e).

   (w).   “Performance Unit” means an Award denominated in cash granted pursuant to Section 4(d).

   (y).   “Restricted Stock” means an Award of Stock subject to restrictions granted pursuant to Section 4(c).

3. Amend Section 4 of the Plan to redesignate paragraphs (e) and (f) as paragraphs (f) and (g), respectively.

4. Amend Section 4 of the Plan to add a new paragraph (e) regarding performance shares to read in its entirety as follows:

4(e).    Performance Shares. A Performance Shares is an Award denominated in Stock, the amount of which may be based on the achievement of one or more specific goals with respect to performance of the Corporation, a business unit (which may but need not be a Subsidiary) of the Corporation or the Participant to whom the Performance Shares are granted over a specified period of time. The payout of Performance Shares may be in Stock, in cash or partly in cash and partly in Stock, as the Committee may determine. Unless otherwise determined by the Committee, a grantee of Performance Shares shall not receive any dividends or other distributions paid with respect to such Performance Shares.

5. Amend the penultimate sentence of Section 5(a) of the Plan to limit the number of shares that may be delivered in payment of performance shares to read in its entirety as follows:

“In addition, (i) no more than 4 million shares of Stock shall be granted in the form of Restricted Stock or delivered in payment of Performance Shares; and (ii) SARs shall be granted with respect to no more than 100,000 shares of Stock.

6. Amend Section 5(b) of the Plan to include individual limits on the number of shares deliverable in payment of performance shares to read in its entirety as follows:

5(b).   Subject to the adjustment provisions of Section 9, no single Participant shall receive, in any fiscal year of the Corporation, Awards in the form of (i) Options with respect to more than that number of shares of Stock determined by subtracting from 2,500,000 the number of shares of Stock with respect to which Options or options to purchase Stock under any other plan of the Corporation or a Subsidiary have been granted to such Participant during the immediately preceding four fiscal years of the Corporation; and (ii) Restricted Stock or Performance Shares for more than that number of shares of Stock determined by subtracting from 1,000,000 the number of shares of Stock granted as Restricted Stock or deliverable in payment of Performance Shares granted or granted as restricted stock or deliverable in payment of performance shares granted under any other plan or program of the Corporation or a Subsidiary to such Participant during the immediately preceding four fiscal years of the Corporation.

7. Amend Section 5(c) of the Plan to provide that only reacquired shares shall be delivered in payment of performance shares to read in its entirety as follows:

5(c).    The Stock that may be delivered on grant, exercise or settlement of an Award under the Plan may be reacquired shares held in treasury or authorized but unissued shares; provided, however, that unless otherwise determined by the Committee, shares of Stock that may be granted as Restricted Stock or delivered in payment of Performance Shares shall consist only of reacquired shares.

8. Amend Section 10(n) of the Plan to authorize supplementary plans that provide for the grant of performance shares to read in its entirety as follows:

10(n).   Supplementary Plans. The Committee may authorize Supplementary Plans applicable to Employees subject to the tax laws of one or more countries other than the United States and providing for the grant of Non-Qualified Stock Options, SARs, Restricted Stock or Performance Shares to such Employees on terms and conditions, consistent with the Plan, determined by the Committee which may differ from the terms and conditions of other Awards in those forms pursuant to the Plan for the purpose of complying with the conditions for qualification of Awards for favorable treatment under foreign tax laws. Notwithstanding any other provision hereof, Options granted under any Supplementary Plan shall include provisions that conform with Sections 4(a)(i), (ii) and (iii); SARs granted under any Supplementary Plan shall include provisions that conform with Section 4(b); Restricted Stock granted under any Supplementary Plan shall include provisions that conform with Section 4(c); and Performance Shares granted under any Supplementary Plan shall include provisions that conform with Section 4(e).