0001137411-15-000029 Sample Contracts

ROCKWELL COLLINS, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • January 23rd, 2015 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. or one of its subsidiaries (collectively, “Rockwell Collins” or the “Company”), you have been granted performance shares denominated in shares of the Company’s common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated [Date] (the “Performance Shares”) pursuant to this agreement (this “Agreement”) and under the Rockwell Collins [2006 or 2015, as applicable] Long-Term Incentives Plan, as amended (the “Plan”).

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ROCKWELL COLLINS, INC. LONG-TERM INCENTIVES PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • January 23rd, 2015 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

You have been granted stock options allowing you to purchase Stock under the Rockwell Collins, Inc. [2006 or 2015, as applicable] Long-Term Incentives Plan, as amended (the “Plan”). These terms and conditions, together with the letter to you from Robert K. Ortberg, dated [DATE], which states the number of options granted to you, constitutes the Stock Option Agreement (the “Agreement”).

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