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ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
(PERSONAL AND CONFIDENTIAL)
(Name and Title)
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 a performance unit award payable in a lump sum cash amount under the Rockwell Collins
2001 Long-Term Incentives Plan (the "Plan"). Any payout of your performance unit is based on the achievement by Rockwell
Collins of the goals for Annual Sales Growth Rate (and required Cumulative Sales) and Return on Sales for its fiscal years of
2003 through 2005 (the "Performance Period") as set forth in the matrix attached as Exhibit A (the "Matrix"). The terms and
conditions of your award are as set forth in more detail below.
1. Confirmation of Award. This performance unit agreement (this "Agreement") confirms your award in accordance
with the terms as set forth herein. There is no need on your part to sign or return any documentation to confirm your
acceptance of this award. If you send any correspondence to the Company in connection with this Agreement, please direct it
to Rockwell Collins, 400 Collins Road, N.E., M/S 124-323, Cedar Rapids, Iowa 52498, Attention: Corporate Secretary.
2. Amount of Cash Payable Pursuant to Award. Subject to the provisions of paragraphs 5 through 11, the amount of
cash payable to you pursuant to your award shall be determined as follows:
(a) The percentage of target award earned will be the percentage found at the intersection in the Matrix of the final
results achieved for Annual Sales Growth Rate (and required 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 Performance Period fall between the levels of performance s