Rockwell Collins, Inc. Non-Employee Director Compensation Summary (Effective April 18, 2012)

Summary

This document outlines the compensation structure for non-employee directors of Rockwell Collins, Inc. as of April 18, 2012. It details the initial and annual grants of restricted stock units, annual cash retainers, committee chair and member fees, and the option for directors to defer cash fees in exchange for restricted stock units. The agreement specifies payment schedules and the calculation method for initial equity awards, ensuring transparency in director compensation.

EX-10.S-1 4 col_exhibitx10-sx1x6302012.htm NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY COL_Exhibit_10-s-1_6.30.2012

Exhibit 10-s-1

Rockwell Collins, Inc.

Non-Employee Director Compensation Summary

Effective April 18, 2012

Initial Election to Board


•	Granted Restricted Stock Units under our 2006 Long-Term Incentives Plan (the “Plan”) with a value equal to


◦	$100,000 plus


◦	$110,000 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 Restricted Stock Units under the Plan with a value of $110,000.

Annual Committee Chair Fees


•	Audit - $10,000


•	Compensation - $10,000


•	Nominating and Governance - $5,000


•	Technology - $5,000


•	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 $5,000, which is 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 Restricted Stock Units in lieu thereof.