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.

Payment of the shares of Stock eligible to be earned with respect to a Retention Period shall be conditioned upon certification by the Committee of ​’s achievement of any corporate performance target established by the Committee for purposes of this Agreement (the “Performance Target”) for each year ending within such Retention Period. If the Committee determines that the Performance Target established for any year ending within a Retention Period has not been achieved, the Grantee will forfeit all, and will not vest in any, of the Restricted Stock Units eligible to be earned with respect to such Retention Period.

Deferral Election – Restriction and Retention Period. If the Participant makes a deferral election as described in [Section 3] of this Agreement, then the Restricted Stock Units are subject to a Restriction Period which terminates on /$LastVestDate$/ or, if Corporation’s Common Stock is not traded on such anniversary date, on the next preceding date on which the Corporation’s Common Stock is traded. In addition, the Restricted Stock Units are subject to a Retention Period. The Retention Period will expire upon the Participant’s Separation from Service (within the meaning of section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder) (a “Separation From Service”) or death. Restricted Stock Units will not be settled in Restricted Stock Unit Shares until the expiration of both the Restriction Period and the Retention Period.

Vesting. The Retention Incentive shall vest and be earned on the Retention Date provided Employee is still employed by Albany on such date and it has been determined, in Albany’s sole discretion, that Employee has substantially completed the transition of his duties. In the event that Albany terminates Employee’s employment prior to the Retention Date without Cause (as defined in paragraph 5), Albany shall be obligated to pay Employee the Retention Incentive upon termination; in the event Employee’s employment with Albany terminates prior to the Retention Date for any other reason, the Retention Incentive shall be forfeited and shall never vest.

“Employee Retention Bonus Letter Agreements” means, collectively, # that certain Employee Retention Bonus Letter Agreement by and between Srivas Prasad and JI dated ​, # that certain Employee Retention Bonus Letter Agreement by and between Ken Ostrander and JI dated ​, # that certain Employee Retention Bonus Letter Agreement by and between Fred Rheinlander and JI dated ​, # that certain Employee Retention Bonus Letter Agreement by and between John Berghammer and JI dated ​, and # that certain Employee Retention Bonus Letter Agreement by and between Matt Oberski and JI dated ​.

Any Second Retention Payment payable to you will be reduced pro rata, to the extent permitted by applicable law, to reflect the period of your absence (other than holiday) between the First Retention Date and the Second Retention Date.

Special Retention Awards are subject to the provisions of the Plan and the provisions of these terms and conditions. A Special Retention Award is an undertaking by the Company to issue the number of Shares indicated in the notice of the Special Retention Award on the date the Special Retention Award vests, except to the extent otherwise provided in the Plan or herein.

2.5The Executive agrees that any protections under his Amended and Restated Executive Retention Agreement, dated as of ​ (the “Executive Retention Agreement”) will expire upon ​, and the Executive Retention Agreement will terminate at that time.

Declaration of Easements recorded in O.R. Book 8791, Page 1564 and Amendments recorded in O.R. Book 8893, Page 1892; O.R. Book 9060, Page 4360 and O.R. Book 9658, Page 3700, Public Records of Orange County, Florida, granting certain easement rights for access, utilities, stormwater drainage and retention, sewer and signage, and to reserve certain rights for access and utilities, and the terms and conditions set forth therein.

“Encumbrance” means any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, Law, equity or otherwise.