For Persons Not With a Change of Control Agreement
ROCKWELL COLLINS, INC.
PERFORMANCE AWARDS AGREEMENT
PERSONAL AND CONFIDENTIAL
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries (“Rockwell Collins” or the
“Company”), you have been granted the following two performance awards (collectively, the “Performance Awards”) pursuant
to this agreement (this “Agreement”) and under the Rockwell Collins 2006 Long-Term Incentives Plan, as amended (the “Plan”):
Any payout of your Performance Awards is based on the achievement by Rockwell Collins of the goals for Cumulative Sales
and Return on Sales for its fiscal years of through [covering three fiscal years] (the “Performance Period”) as set
forth in the matrix attached as Exhibit A (the “Matrix”). Any payout based on performance pursuant to the Matrix is to be
further adjusted based on Shareowners Return as specified below. The terms and conditions of these Performance Awards are
as set forth in more detail below.
1. Confirmation of Award . Together with any letter transmitting this document to you, this Agreement confirms your
award in accordance with the terms as set forth herein.
2. Amount Payable Pursuant to Awards . Subject to the provisions of this Agreement, the cash and/or share amounts
payable to you pursuant to your Performance Awards shall be determined as follows:
(a) The percentage of target awards earned will be the percentage found at the intersection in the Matrix of the final
results achieved for Cumulative Sales and for Return on Sales for the Performance Period (as determined pursuant to
(b) If the final results achieved for the Performance Period fall between the levels of performance specified in the
Matrix, the percentage of target awards payable will be interpolated consistent with the range in which the Cumulative
Sales and Retu