ROCKWELL COLLINS, INC.
INCENTIVE COMPENSATION PLAN
The purposes of the Incentive Compensation Plan (the “Plan”) are to provide a reward and an incentive to
employees of the Corporation in managerial, staff or technical capacities who have contributed and in the future
are likely to contribute to the success of the Corporation and to enhance the Corporation’s ability to attract and
retain outstanding persons to serve in such capacities.
For the purpose of the Plan, the following terms shall have the meanings shown:
(a) Board of Directors. The Board of Directors of Rockwell Collins.
(b) Committee. The Compensation Committee of Rockwell Collins or such other Incentive
Compensation Committee as may be designated by the Board of Directors, consisting of members of the Board
of Directors who are not eligible to participate in the Plan.
(c) Corporation. Rockwell Collins and its subsidiaries.
(d) Designated Senior Executives. The CEO, executives reporting directly to the CEO, persons
designated as executive officers by the Board and VP/GM of business units.
(e) Employees. Persons in the salaried employ of the Corporation (including those on authorized leave of
absence) during some part of the fiscal year for which an award is made. Unless he or she is also an employee of
Corporation, no member of the Board of Directors shall be eligible to participate in the Plan.
(f) Goals. The financial goals and measures for the enterprise established by the Committee for the Plan
each fiscal year.
(g) Rockwell Collins. Rockwell Collins, Inc.
(h) Section 409A. Section 409A of the Internal Revenue Code of 1986, as amended, including any
regulations and other guidance issued thereunder.
(i) Senior Executive Plan. Rockwell Collins’ Annual Incentive Compensation Plan for Senior Executive
(j) Target In