For Persons Not With a Change of Control Agreement
ROCKWELL COLLINS, INC.
PERFORMANCE SHARE AGREEMENT
Target Performance Shares: shares of Company Common Stock
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 performance shares denominated in shares of Common
Stock of the Company and based on the target shares stated above (the “Performance Shares”) pursuant to this
agreement (this “Agreement”) and under the Rockwell Collins 2006 Long-Term Incentives Plan, as amended (the
Any payout of your Performance Shares 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 Shares 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 share amounts
payable to you pursuant to your Performance Shares 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 paragraph 3).
(b) If the final results achieved for the Per