ROCKWELL COLLINS, INC.
DIRECTORS STOCK PLAN
STOCK OPTION AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
As used in these Stock Option Terms and Conditions, the following words and phrases shall have the respective
meanings ascribed to them below unless the context in which any of them is used clearly indicates a contrary
(a) Cashless Exercise: Cashless Exercise shall have the meaning set forth in Section 3(a)(ii) herein.
(b) Change of Control: Change of Control shall have the same meaning as such term has in Article III, Section 13
(I)(1) of Rockwell Collins' By-laws.
(c) Charles Schwab: Charles Schwab & Co., Inc., the Stock Option Administrator whom Rockwell Collins has
engaged to administer and process all Option exercises.
(d) Committee: The Compensation and Management Development Committee of the Board of Directors of
(e) Customer Service Center: Charles Schwab's Customer Service Center that is used to facilitate Option
transactions. Contact Charles Schwab at (888) 852-2135.
(f) Director: A member of the Board of Directors of Rockwell Collins.
(g) Exercise Request and Attestation Form: The form attached as Exhibit 2 or any other form accepted by
Charles Schwab in connection with the use of already-owned Shares to pay all or part of the exercise price for
the Option Shares to be purchased on exercise of any of the Options.
(h) Notice of Exercise Form: The form attached as Exhibit 1 or any other form accepted by the Secretary of
Rockwell Collins in his sole discretion.
(i) Options: The stock options listed in the first paragraph of the letter dated [ ], to which these Stock Option
Terms and Conditions are attached and which together with these Stock Option Terms and Conditions constitute
the Stock Option Agreement.
(j) Option Shares: The shares of Rockwell Collins Common Stock issuable or transferable on exercise of the
(k) Plan: Rockwell Collins Directors Stock Plan, as such Plan may be amended and in ef