EX-10.A.8 3 y54460ex10-a_8.txt MEMORANDUM OF PROPOSED AMENDMENTS Exhibit 10-a-8 ROCKWELL INTERNATIONAL CORPORATION MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL INTERNATIONAL CORPORATION 1988 LONG-TERM INCENTIVES PLAN -------------------------------------------------------- ADOPTED BY BOARD OF DIRECTORS ON JUNE 6, 2001 1. Amend Section 2 to redesignate paragraphs (w) and (x) as paragraphs (z) and (aa), respectively, and to add new, or amend redesignated, paragraphs (k), (m), (v), (w), (x) and (y), respectively, to read in their entirety as follows: (k) Meritor. Meritor Automotive, Inc., a Delaware corporation, and effective July 7, 2000, ArvinMeritor, Inc., an Indiana corporation. (m) Participant. (i) Any Employee to whom a Grant is made; (ii) any Employee (a Continuing USA Participant) as of the close of business on May 31, 1996 who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Merger Closing Date became an employee of United Space Alliance, LLC (USA) immediately upon termination of employment (by retirement or otherwise) by Rockwell or a subsidiary corporation of Rockwell, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of USA and the Corporation, Boeing North American, Boeing or any of their respective subsidiaries shall continue to own at least 50% of the total ownership interests in USA; (iii) any Employee (a Continuing Boeing Participant) as of the opening of business on the Merger Closing Date who then held one or more outstanding Options or Stock Appreciation Rights and who as of the close of business on the Merger Closing Date remained or became an employee of Boeing North American, Boeing or any of their respective subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Boeing North American, Boeing or any of their respective subsidiaries; (iv) any Employee (a Continuing Meritor Participant) as of the opening of business on the Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who as of the close of business on the Distribution Date remained or became an employee of Meritor or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Meritor or any of its subsidiaries; (v) any Employee (a Continuing Rockwell Collins Participant) as of the opening of business on the Rockwell Collins Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Collins or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Rockwell Collins or any of its subsidiaries; and (vi) any Employee (a Continuing Rockwell Science Center Participant) as of the opening of business on the Rockwell Collins Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Science Center or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Rockwell Science Center or any of its subsidiaries. (v) Rockwell. Rockwell International Corporation, a Delaware corporation incorporated in 1996, and any successor thereto. (w) Rockwell Collins. Rockwell Collins, Inc., a Delaware corporation, and any successor thereto. (x) Rockwell Collins Distribution Date. The Distribution Date as defined in the Distribution Agreement, dated as of June 29, 2001, by and among Rockwell, Rockwell Collins and Rockwell Science Center relating, among other things, to the distribution of shares of Rockwell Collins Common Stock to Rockwell's shareowners. (y) Rockwell Science Center. Rockwell Scientific Company LLC, a Delaware limited liability company, and any successor thereto. 3. Amend Sections 9(c), (d) and (e) to read in their entirety as follows: (c) If the employment by the Corporation of a Participant, the employment by USA of a Continuing USA Participant, the employment by Boeing North American, Boeing or any of their respective subsidiaries of a Continuing Boeing Participant, the employment by Meritor or any of its subsidiaries of a Continuing Meritor Participant, the employment by Rockwell Collins or any of its subsidiaries of a Continuing Rockwell Collins Participant or the employment by Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell Science Center Participant who (or whose permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights terminates by reason of the death of the Participant, the Continuing USA Participant, the Continuing Boeing Participant, the Continuing Meritor Participant, the Continuing Rockwell Collins Participant or the Continuing Rockwell Science Center Participant, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised from and after the date of the death of the Participant, the Continuing USA Participant, the Continuing Boeing Participant, the Continuing Meritor Participant, the Continuing Rockwell Collins Participant or the Continuing Rockwell Science Center Participant, for a period of three years (or until the expiration date specified in the Grant if earlier) even if any of them was not exercisable at the date of death. (d) If a Participant, a Continuing USA Participant, a Continuing Boeing Participant, a Continuing Meritor Participant, a Continuing Rockwell Collins Participant or a Continuing Rockwell Science Center Participant who (or whose 2 permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights retires under a retirement plan of the Corporation, USA, Boeing North American, Boeing, Meritor, Rockwell Collins or Rockwell Science Center or any of their respective subsidiaries, at any time after a portion thereof has become exercisable, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised from and after the date upon which they are first exercisable under that Grant for a period of five years from the date of retirement (or until the expiration date specified in the Grant if earlier) even if any of them was not exercisable at the date of retirement, except that (i) any Options and Stock Appreciation Rights subject to Grants held by a grantee (or a permitted transferee thereof) who retires before either attaining age 62 or fulfilling such other criteria as may be required for an unreduced early retirement benefit for purposes of the applicable retirement plan, may be exercised solely for a period of three years from the date of retirement (or until the expiration date specified in the Grant if earlier) or such shorter period as the Committee may determine within 60 days of a grantee's retirement and (ii) Options and Stock Appreciation Rights subject to Grants made prior to November 30, 1994 may be exercised for such period, not to exceed three years, from the date of retirement as specified in the Grant (or until the expiration date specified in such Grant, if earlier) and only to the extent the grantee thereof (or such permitted transferee) was entitled to exercise the Grant at the time of such retirement. (e) If the employment by the Corporation of a Participant, the employment by USA of a Continuing USA Participant, the employment by Boeing North American, Boeing or any of their respective subsidiaries of a Continuing Boeing Participant, the employment by Meritor or any of its subsidiaries of a Continuing Meritor Participant, the employment by Rockwell Collins or any of its subsidiaries of a Continuing Rockwell Collins Participant or the employment by Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell Science Center Participant who (or whose permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights is terminated for any reason other than death or retirement under a retirement plan of the Corporation, USA, Boeing North American, Boeing, Meritor, Rockwell Collins, Rockwell Science Center or any of their respective subsidiaries, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised only within 90 days after the termination of such employment (or until the expiration date specified in the Grant if earlier) and only to the extent the grantee thereof (or a permitted transferee) was entitled to exercise the Options or Stock Appreciation Rights at the time of termination of such employment, unless and except to the extent the Committee may otherwise determine; provided, however, that the Committee shall not in any event permit a longer period of exercise than would have been applicable had the provisions of paragraph (d) above been applicable. 3