defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
 
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Rockwell Automation Inc.
(Name of Registrant as Specified In Its Charter)
 
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January 15, 2010   (ROCKWELL LOGO)
Talon Torressen
Investment Proxy Research
Fidelity Investments
One Spartan Way TS1E
Merrimack, NH 03054
Dear Mr. Torressen,
Thank you for taking the time to discuss our proposal to approve amendments to our 2008 Long-Term Incentives Plan, which will be presented at the shareowner meeting on February 2, 2010. We appreciate your feedback and note in particular your comment regarding the restriction period for performance share awards. As disclosed on page 24 of our proxy statement dated December 11, 2009, the payout in respect of our outstanding performance shares is based on our total shareowner return compared to the performance of companies in the S&P 500 Index over a three-year period. While our current performance share agreements include this restriction, as you noted, our Plan does not expressly require a minimum restriction period for performance shares.
Our senior management has considered our practices with respect to performance share awards and believes it would be appropriate to include a minimum restriction period in the Plan itself. Accordingly, we will recommend to the Compensation and Management Development Committee of our Board of Directors at its next regularly scheduled meeting that it recommend to the full Board an amendment to our Plan to require a performance period of not less than one year for future full value performance based awards, subject to appropriate exceptions in the event of death, disability, retirement and change of control.
Very truly yours,
/s/ Douglas M. Hagerman
Douglas M. Hagerman
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