Rockwell Collins Cash Award Conversion Letter to Werner Lieberherr (April 17, 2017)

Summary

Rockwell Collins informs Werner Lieberherr, EVP & COO, Interior Systems, that his previously granted 67,282 restricted stock units (RSUs) from B/E have been converted into a cash award totaling $6,645,306.39, including accumulated dividend equivalents. The cash award will accrue interest at 4% compounded quarterly, based on the prime rate as of April 13, 2017, and remains subject to the terms of the original RSU Award Agreement. A calculation spreadsheet is attached, and the company offers to answer any questions Werner may have.

EX-10.A-2 3 col_exhibitx10-ax2x6302017.htm EXHIBIT 10.A-2 Exhibit

Exhibit 10-a-2

April 17, 2017

Werner Lieberherr

EVP & COO, Interior Systems

Dear Werner:

Welcome to Rockwell Collins!

As you know, B/E granted you 67,282 of restricted stock units (“RSUs”) on November 15, 2016. Pursuant to Section 7 of your RSU Award agreement, the RSUs have been converted into a cash award of $6,645,306.39. Attached is a spreadsheet showing how this amount was calculated. This amount includes accumulated dividend equivalents on the RSUs as of the closing date.

In accordance with your RSU Award Agreement, the cash award will be credited with interest of 4% compounded quarterly. 4% is the prime rate as reported in the Wall Street Journal on April 13, 2017. Your cash award will be subject to the applicable terms of the RSU Award Agreement.

Please call me if you have any questions.

Sincerely,

/s/ Laura A. Patterson

Laura A. Patterson Vice President, Rewards & Labor Strategy

Rockwell Collins