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| ROK > SEC Filings for ROK > Form 8-K on 9-Dec-2008 | All Recent SEC Filings |
9-Dec-2008
Change in Directors or Principal Officers
On December 3, 2008, the Compensation and Management Development Committee (the "Committee") of the Board of Directors of Rockwell Automation, Inc. (the "Company") adopted financial performance measures and goals to assist in determining amounts of cash incentive compensation that may be payable under the Company's Incentive Compensation Plan (the "ICP") and the Company's Annual Incentive Compensation Plan for Senior Executive Officers (the "Senior ICP") for fiscal year 2009. To assist in determining amounts that may be payable under the ICP and under the Senior ICP for fiscal year 2009, there is established for each participant an incentive compensation target equal to a percentage of the participant's base salary. Actual incentive compensation payments under the ICP and under the Senior ICP may be higher or lower than the incentive compensation target, as described below.
Each participant's actual incentive compensation payment under the ICP and under the Senior ICP for fiscal year 2009 will be determined by:
(1) First, adjusting (up or down) the participant's incentive compensation target by a financial performance factor, up to a maximum financial performance factor of 200%. The financial performance factor is determined by the Committee, in its discretion, after considering the following:
(a) a comparison of the Company's actual performance in fiscal year 2009 to the fiscal year 2009 performance goals approved by the Committee with respect to the following Company-wide, operating segment and/or regional financial performance measures: (i) earnings per share, (ii) sales, (iii) return on invested capital (or, for employees engaged in one of the Company's operating segments, operating earnings of the applicable operating segment), and (iv) free cash flow;
(b) the effect of currency fluctuations on the financial performance measures described in (a) above;
(c) the effect of changes in the manufacturing economy on the financial performance measures described in (a) above; and
(d) the effect of other factors the Committee deems to be important on the financial performance measures described in (a) above.
(2) Second, further adjusting the adjusted incentive compensation target by an operating goals performance factor. The Chief Executive Officer (or the Committee, in the case of corporate officers) determines this adjustment, in his (or its) discretion, by assessing the performance of the participant, including in regard to the achievement of individual goals and objectives and certain more subjective assessments of leadership acumen and the participant's expected future contributions.
Incentive compensation payments under the Senior ICP may not exceed 1% of the Company's applicable net earnings (as defined in the Senior ICP).
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