Rockwell Automation, Inc (ROK) Shares Move 0.48%

Executive has occurred during the Protected Period (pursuant to the definition of Disability set forth below), it may give the Executive written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive days, or for 180 days in the aggregate in any 12-month period, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative. (b) Cause. The Company may terminate the Executive’s employment during the Protected Period for Cause. For purposes of this Agreement, “Cause” shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (c) Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence (without the Executive’s express written consent) after a Change of Control of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) a material reduction by the Company in the Executive’s annual base salary as in effect on the Effective Date or as the same may be increased from time to time, or as the same may be reduced after the Effective Date in connection with a reduction of base salaries for all executives of the Company; (iii) the relocation of the Executive’s principal place of employment to a location more than 35 miles from the location at which the Executive was employed immediately preceding the Effective Date, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately preceding the Effective Date; or (iv) the failure by the Company to continue in effect any material compensation or benefit plan in which the Executive was participating at the time of the Change of Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive’s participation relative to other participants, as existed at the time of the Change of Control. (d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination specified in such notice is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, as the case may be, hereunder or preclude the Executive or the Company, as the case may be, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. (e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Disability, 30 days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period), (ii) if the Executive’s employment is terminated by the Company for Cause, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (iii) if the Executive’s employment is terminated by the Executive for Good Reason, 15 days after the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, and (iv) if the Executive’s employment is terminated by the Company other than for Disability or Cause, the Date of Termination shall be the date on which the Company notifies the Executive of such termination. 6. Obligations of the Company Upon Termination. (a) Good Reason; Other than for Cause or Disability. If, during the Protected Period, the Company shall terminate the Executive’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (A) the sum of (1) the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, (2) the amount of any bonus or incentive compensation awarded to the Executive with respect to the fiscal year of the Company ended immediately prior to the Date of Termination but not yet paid (the “Prior Bonus”) and (3) any other amounts or benefits owing to the Executive under any plan, program, practice or policy of the Company and its affiliated companies, including, without limitation, any amounts or benefits under Section 4(b)(ii), (iii), (iv), (v) or (vi) hereof; (B) the amount equal to the product of (1) the Recent Annual Bonus and (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (C) the amount of any compensation or benefits owing to the Executive, including, without limitation, any amounts or benefits under Section 4(b)(ii), (iii), (iv), (v) or (vi) hereof, for the period from the Date of Termination through the end of the Protected Period; and (ii) the Company shall timely pay in accordance with its regular payroll practices, to the full extent permitted by law, for the 18-month period following the Date of Termination (the “Severance Period”), an amount equal to 1.5 times the sum of (A) the Executive’s annual base salary from the Company and (B) the highest annual bonus paid or payable, including any bonus which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the year immediately preceding the year in which the Date of Termination occurs. The payments that are made to the Executive during the Severance Period shall be treated as payments on account of the Executive’s annual base salary and bonus. (b) Death; Disability; Cause; Other than for Good Reason. If the Executive’s employment shall terminate during the Protected Period as a result of the Executive’s death, Disability, by the Company for Cause or by the Executive other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for (i) the payment of the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the amount of any bonus or incentive compensation awarded to the Executive with respect to the fiscal year of the Company ended immediately prior to the Date of Termination but not yet paid (the “Prior Bonus”) and (iii) any other amounts or benefits owing to the Executive under any plan, program, practice or policy of the Company and its affiliated companies, including, without limitation, any amounts or benefits under Section 4(b)(ii), (iii), (iv), (v) or (vi) hereof (the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the “Accrued Obligations”). The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination. (c) Resignation. Upon termination of the Executive’s employment, the Executive shall be deemed to have resigned from all offices and directorships then held with the Company or any of its affiliated companies. 7. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. 8. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Blake D. Moret [Address] If to the Company: Rockwell Automation, Inc. 1201 South Second Street Milwaukee, Wisconsin 53204 Attention: Secretary or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 9. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated the Executive’s employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate. 10. Miscellaneous. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Executive and the Executive’s heirs, executors, administrators and legal representatives. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (c) All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. (d) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (e) Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. (f) The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance following the termination of the Executive’s employment shall survive such termination to the extent necessary to carry out the intent of this Agreement. The market has reacted to these announcements by moving the company's shares 0.48% to a price of $350.36. For more information, read the company's full 8-K submission here.