Rockwell Collins, Inc. Non-Employee Director Compensation Summary (as of October 1, 2016)

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Summary

This document outlines the compensation structure for non-employee directors of Rockwell Collins, Inc. as of October 1, 2016. It details initial and annual compensation, including cash retainers, restricted stock units (RSUs), and additional fees for committee chairs and the lead independent director. Directors may also choose to defer cash fees in exchange for RSUs. All payments are made quarterly, and amounts may be prorated for partial-year service.

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EX-10.S-1 2 col_exhibitx10-sx1x9302016.htm NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY Exhibit


Exhibit 10-s-1

Rockwell Collins, Inc.
Non-Employee Director Compensation Summary
As of October 1, 2016

Initial Election to Board
•
Granted restricted stock units ("RSUs") with a value equal to:
◦
$100,000 plus
◦
$120,000 multiplied by a fraction where the numerator is the number of days until the next Annual Meeting of Shareowners and the denominator is 365.

Annual Retainer
•
$100,000 payable in equal quarterly installments at the beginning of each quarter.

Annual Equity Grant
•
At each Annual Meeting of Shareowners, granted RSUs with a value of $120,000.

Annual Lead Independent Director Fees
•
Additional cash retainer of $30,000, payable in equal quarterly installments at the beginning of each quarter.

Annual Committee Chair Fees
•
Audit - $25,000
•
Compensation - $20,000
•
Technology and Cybersecurity - $20,000
•
Nominating and Governance - $15,000
•
Corporate Strategy and Finance - $15,000
•
All chair fees are payable in equal quarterly installments at the beginning of each quarter.

Annual Audit Committee Fees
•
Each Audit Committee member, other than the Chair, receives $10,000, payable in equal quarterly installments at the beginning of each quarter.

Annual Deferral Opportunity
•
Prior to the start of each calendar year, a non-employee director may elect to defer all or a portion of his or her cash fees by electing to receive RSUs in lieu thereof.



* All annual amounts may be prorated for service periods of less than a year.