Forfeiture of Restricted Shares. Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

Forfeiture of Restricted Shares. Except as set forth herein, if Recipient’s employment in an LTIP-eligible position terminates by reason of resignation or termination by the Company voluntarily or involuntarily, all Restricted Shares will be immediately forfeited.

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.

Restrictions - Forfeiture of Award Restricted Shares. The Award Restricted Shares are subject to Restrictions including that all rights of Holder to any Award Restricted Shares which have not become Vested Shares shall automatically, and without notice, terminate and shall be permanently forfeited on the date of Holder’s Separation. Notwithstanding the foregoing, if there is an applicable Post-Separation Change in Control, the previously forfeited Award Restricted Shares (and any corresponding Restricted Share Distributions) shall be reinstated and become Vested and, for all purposes of this Award, Holder will be deemed to have Separated on the day after such Post-Separation Change in Control.

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:

Forfeiture of Shares. If a participant who holds Restricted Shares fails to satisfy the restrictions, vesting requirements and other conditions relating to the Restricted Shares prior to the lapse, satisfaction or waiver of such restrictions and conditions, except as may otherwise be determined by the Committee, the participant shall forfeit the Shares and transfer them back to the Company in exchange for a refund of any consideration paid by the participant or such other amount which may be specifically set forth in the Award Agreement. A participant shall execute and deliver to the Company one or more Stock Powers with respect to Restricted Shares granted to such participant.

Forfeiture of Shares. If Participant fails to satisfy the specified Performance Goals, if any, or a Cessation occurs, then all Unreleased Shares shall be immediately forfeited to the Company without consideration.

FORFEITURE OF SHARES. If the Award Recipient becomes obligated to return all or a portion of the Shares of restricted stock to the Company due to a forfeiture of such Shares pursuant to this Agreement, and fails to deliver the certificates representing such Shares in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to you, to the address listed on the books of the Company, written notice and thereupon shall cancel on its books the certificates representing the Shares to be returned to the Company. Thereupon, all of your rights in and to said Shares shall terminate. The Company shall not be obligated to give notice to any holder of Shares of restricted stock if such holder does not appear on the stock transfer ledger of the Company as the registered holder of such Shares.

Forfeiture of Restricted Stock. The Restricted Stock grant shall be forfeited and the Grantee shall cease to be a shareholder with respect to such forfeited stock if service as a director is terminated before the third anniversary of the Grant Date for any reason other than those specified in Section 4 above. In such circumstances, the forfeited shares shall be deemed canceled and no longer outstanding as of the date of Termination.