ARTICLE # PROTECTION AGAINST DILUTION.

On the Effective Date, the Employee shall be granted an equity award (the “Award”) under the Plan of 60,000 shares (the “Incentive Shares”) of Restricted Stock (as defined in the Plan), which Incentive Shares will vest as follows:

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.

Certificates issued to Participants upon withdrawal of Plan Shares or upon termination of participation in the Plan will be registered in the name or names in which the Participant's account is maintained. If a Participant requests a certificate to be registered in a name other than that shown on the account, such request must be signed by all persons in whose name the account is registered and be accompanied by such other documentation as the Plan Agent may reasonably require.

Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant a Restricted Stock Award consisting of a number of shares of Common Stock (the “Shares” and such Shares subject to the vesting and other restrictions contained in this Agreement, the “Restricted Shares”) set forth on the Signature Page. The Restricted Shares shall vest and become nonforfeitable in accordance with Section 2 hereof.

Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in its sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse.

Legend on Certificates. The Committee, in its sole discretion, may require the placement of a legend on certificates representing Shares of Restricted Stock to give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following legend:

Certificates for the Shares. Promptly after receipt of payment of the purchase price, AVRS shall instruct its transfer agent to prepare a stock certificate for 100,000 Shares for delivery to the ​ at the ​’s address set forth on the signature page to this Agreement. Each certificate shall have a legend substantially as follows: THE OFFERED SHARES ARE RESTRICTED SECURITIES PURSUANT TO THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUBJECT TO CERTAIN IMPORTANT LIMITATIONS ON THEIR RESALE OR OTHER TRANSFER. THESE SHARES MAY NOT BE RESOLD OR TRANSFERRED UNLESS THE SHARES ARE REGISTERED PURSUANT TO THE ACT AND QUALIFIED PURSUANT TO THE APPLICABLE STATE STATUTES, UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS DEMONSTRATED TO THE SATISFACTION OF THE COMPANY.

The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion:

Grant of Restricted Shares. In consideration for the performance of services by the Grantee for the Company as a director, the Company hereby grants the Restricted Shares to the Grantee, subject to the conditions of this Agreement. As used in this Agreement, the term “Shares” shall mean shares of the Company’s common stock, par value $0.001 per share, which include the Restricted Shares granted under this Agreement, and all securities received # in replacement of the Shares, # as a result of stock dividends or stock splits with respect to the Shares, and # in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction.