ROCKWELL COLLINS, INC. LONG-TERM INCENTIVES PLAN STOCK OPTION AGREEMENT

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”).

The term “Options” refers to the Non-Qualified Stock Options awarded to you under this Agreement. Other capitalized terms that appear in this document that are not otherwise defined appear in Section 14 of this Agreement.

The following is a summary of the key terms of the Options. This summary is qualified in its entirety by the terms of this Agreement that follow.

Exercise Price: The exercise price of the Options granted hereunder is $<<Grant_Price>> per Option

Vesting Schedule     1st anniversary of Grant Date - 1/3 of Options

2nd anniversary of Grant Date -Additional 1/3 of Options

3rd anniversary of Grant Date - Additional 1/3 of Options

1.    When Options Vest and Can Be Exercised

An Option is subject to forfetiture and may not be exercised until it has vested. Options may not be exercised after expiration. Subject to certain special rules outlined below, you must remain continuously and actively employed by the Company or a Subsidiary until the applicable date of vesting to exercise Options. The Options vest as follows:

Subject to the terms of this Agreement, once an Option vests, it may be exercised until the tenth anniversary of the Grant Date. Options may be exercised in whole or in part (but only for a whole number of shares) and at one time or from time to time.

2.    Termination of Employment Rules

3.    Exercise Procedure

To exercise Options, you must complete the transaction through our administrative agent’s website (currently www.netbenefits.fidelity.com) or call the toll free number provided to you (if you are an executive officer of the Company at the time of exercise of the Options you must call the toll free number to exercise Options and comply with any Company pre-clearance procedures), specifying the number of Options being exercised, together with payment of the full exercise price. You must deliver any documents associated with the exercise as the administrative agent may require. In no event may a fraction of a share be exercised or acquired. You must also pay any taxes or other amounts required to be withheld or otherwise due in connection with the exercise as provided in Section 4 of this Agreement. If full payment of the exercise price and any such tax or other amounts is not made, you (for yourself and on behalf of any other person who becomes entitled to exercise the Options) authorize the Company and your employer, in their discretion, to set off against salary payments or other amounts due to you (or the other person entitled to exercise the Options) any balance remaining unpaid.

From time to time, your ability to exercise Options which would otherwise be exercisable may also be restricted and Stock may not be issued, if in the reasonable good faith opinion of the Company’s General Counsel, this is necessary or advisable in order to ensure compliance with applicable laws, rules or regulations.

4.    Withholding

5.    Transferability; Nonassignability

You are not entitled to transfer the Options except by will or by the laws of descent and distribution.

By executing this Agreement, participating in the Plan and accepting the Options, you hereby agree and acknowledge that: (a) the Plan is discretionary in nature and that the Company can amend, cancel or terminate it at any time; (b) the grant of Options is voluntary and occasional and does not create any contractual or other right to receive future Options, or benefits in lieu of any Options even if Options have been granted repeatedly in the past; (c) all determinations with respect to any such future grants, including, but not limited to, the times when Options shall be granted, the exercise price, and the time or times when each Option shall vest and be exercisable, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options is an extraordinary item of compensation, which is outside the scope of your employment contract, if any; (f) the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the Options cease upon termination of active employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) for purposes of the Options, the termination date shall be deemed effective as of the date that you are no longer actively employed regardless of any “garden leave” or other notice period that may be mandated contractualy or under applicable local law; furthermore, in the event of involuntary termination of employment, your right to vest in or exercise Options after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any reasonable notice period mandated under contract or local law, unless otherwise determined by the Company in its sole discretion; (i) the future value of Stock acquired upon exercise of Options, if any, is unknown and cannot be predicted with certainty; and neither the Company nor any affiliate is responsible for any foreign exchange fluctuation between your local currency and the United States Dollar (or the selection by the Company or any affiliates in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of the Options or any Stock acquired upon exercise of the Options (or the calculation of income or any taxes, social contributions, and/ or other charges thereunder), (j) any cross-border remittance made to exercise the Options or transfer proceeds received upon the sale of Stock acquired on exercise must be made through a locally authorized financial institution or registered foreign exchange agency and may require you to provide such entity with certain information regarding the transaction, (k) the Options do not and are not intended to constitute or create a contract of employment and can in no event be understood or interpreted to mean that the Company or a Subsidiary is your employer or that you have an employment relationship with the Company or a Subsidiary or any right to continue in employment, if any, nor will the Options interfere in any way with the right of the Company or your employer to terminate such relationship at any time, subject to applicable law; and (l) no claim or entitlement to compensation or damages arises from the termination of the Options or reduction in value of the Options or any Stock acquired upon exercise and you irrevocably release the Company and your employer from any such claim that may arise.

By executing this Agreement, participating in the Plan and accepting the grant of Options, you hereby explicitly and unambiguously consent to the collection, use, processing and transfer, in electronic or other form, of personal data by and among, as applicable, your employer, administrative agents, the Company and other Subsdiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that administrative agents, the Company, your employer and other Subsidiaries may hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number or other identification number, salary/compensation, nationality, job title, any stock or directorships held in the Company, details of all Options or any other entitlement to stock awarded, canceled, purchased or outstanding in your favor, for the purpose of managing and administering the Plan ("Data"). You further understand that Data may be transferred to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may be located in your country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country of residence. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan. You understand that withdrawing your consent may affect your ability to participate in the Plan.

8.    Headings

The section headings contained herein are solely for the purpose of reference and shall in no way affect the meaning or interpretation of this Agreement.

This Agreement and the other terms applicable to Options embody the entire agreement and understanding between the Company and you with respect to the Options, and there are no representations, promises, covenants, agreements or understandings with respect to the Options other than those expressly set forth in this Agreement and the Plan. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan, a copy of which is may be obtained from the office of the Secretary of the Company. In the event of a conflict between the Plan and this Agreement, the Plan will govern.

The Company may, in its sole discretion, decide to deliver any documents related to the Options, future Options, the Stock, or any other Company-related documents by electronic means. By accepting this Option, whether electronically or otherwise, you hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. If you have been provided with a copy of this Agreement, the Plan, or any other relevant documentation in a language other than English, unless otherwise required by applicable law, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.

11.    Applicable Laws and Regulations

This Agreement and the Company’s obligation to issue Stock upon exercise of Options shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, U.S.A., without regard to the conflict of laws principles thereof. If one or more of the provisions herein shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions that could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan. For purposes of resolving any dispute that may arise directly or indirectly from this Agreement, the parties hereby agree that any such dispute that cannot be resolved by the parties shall be submitted to the exclusive jurisdiction of state and federal courts located in the state of Delaware.

The Company shall not be required to deliver any Stock until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. Furthermore, the Company reserves the right to impose other requirements on your participation in the Plan, on the Options, and on any Stock acquired under the Options, to the extent the Company determines it is necessary or advisable in order to comply with any applicable law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, you understand that the laws of the country in which you are resident at the time of grant, vesting, or exercise of the Options or the holding or disposition of Stock acquired upon exercise (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Stock or may subject you to additional procedural or regulatory requirements for which you are solely responsible for and will have to independently fulfill in relation to the Options or the Stock acquired upon exercise of the Options. Such requirements may be outlined in but are not limited to the Country-Specific Addendum (the “Addendum”), which forms part of this Agreement. Notwithstanding any provision herein, the Options and any Stock acquired upon exercise shall be subject to such Addendum.

    

If you are or subsequently become with respect to the Company an executive officer, a Senior Vice President, a Vice President & General Manager, a Vice President & Controller or another employee of the Company or a Subsidiary who becomes subject to the Policy (as defined below), your Options and any gains received upon exercise of your Options will be subject to the Company’s Compensation Recovery Policy, as amended from time to time, including, without limitation, any amendments required to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Policy”). If you are to become subject to the Policy, you will be notified by the Company’s Human Resources Department. If you have attained the level of Vice President (or above) with the Company and you have not previously entered into a Noncompetition and Nonsolicitiation Agreement with the Company (the “NCNS Agreement”), this grant

of Options is contingent upon your agreement to be bound by the NCNS Agreement by returning a signed copy of the NCNS Agreement to the Company within the time period prescribed by the Company’s General Counsel.

13.    Successors

14.    Definitions

As used in these Stock Option Terms and Conditions, the following words and phrases shall have the respective meanings ascribed to them below unless the context in which any of them is used clearly indicates a contrary meaning:

of notice thereof given by you; (ii) requiring you to be based at any office or location other than the location where you were employed immediately preceding the Change of Control unless any office or location is less than 35 miles from such location, or if the distance from the new location to your residence is less than the distance from the old location to the residence; (iii) any failure by the Company or your employer to maintain your compensation at a level consistent with that generally in effect prior to any Change of Control, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or your employer promptly after receipt of notice thereof given by you; (iv) any purported termination by the Company or your employer of your employment otherwise than as expressly permitted by this Agreement; or any failure by the Company to comply with and satisfy Section 13(b) of this Agreement. Any good faith determination of "Good Reason" made by you shall be conclusive.