ROCKWELL COLLINS, INC.
2001 LONG-TERM INCENTIVES PLAN
AS AMENDED AS OF JANUARY 1, 2005
Section 1: Purpose
The purpose of the Plan is to promote the interests of the Corporation (as defined in Section 2) and its
shareowners by providing incentive compensation opportunities to assist in (i) attracting, motivating and retaining
Employees (as defined in Section 2) and (ii) aligning the interests of Employees participating in the Plan with the
interests of the Corporation’s shareowners.
Section 2: Definitions
As used in the Plan, the following terms shall have the respective meanings specified below.
a. “Award” means an award granted pursuant to Section 4.
b. “Award Agreement” means a document described in Section 6 setting forth the terms and conditions
applicable to an Award granted to a Participant.
c. “Board of Directors” means the Board of Directors of the Corporation, as it may be comprised from
time to time.
d. “Change of Control” means any of the following:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of
common stock of the Corporation (the “Outstanding Collins Common Stock”) or (B) the combined
voting power of the then outstanding voting securities of the Corporation entitled to vote generally in
the election of directors (the “Outstanding Collins Voting Securities”); provided, however, that for
purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control:
(w) any acquisition directly from the Corporation, (x) any acquisition by the Corporation, (y) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
Corporation, Rockwell International Corporation (“Rockwell”) or any