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

Contract Categories: Human Resources - Compensation Agreements
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.