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Document Preview Performance Unit Agreement |
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Title: |
Performance Unit Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 5KB of 19KB total |
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Price: |
$32 |
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ID: |
#168281 |
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For Persons With a Change of Control Agreement
ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
, 2002
Target Payment: |
$ |
(PERSONAL AND CONFIDENTIAL)
(Name and Title)
Dear (Salutation):
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries ("Rockwell Collins" or the "Company"), you have been granted a performance unit award payable in a lump sum cash amount under the Rockwell Collins 2001 Long-Term Incentives Plan (the "Plan"). Any payout of your performance unit is based on the achievement by Rockwell Collins of the goals for Annual Sales Growth Rate (and required Cumulative Sales) and Return on Sales for its fiscal years of 2003 through 2005 (the "Performance Period") as set forth in the matrix attached as Exhibit A (the "Matrix"). The terms and conditions of your award are as set forth in more detail below.
1. Confirmation of Award. This performance unit agreement (this "Agreement") confirms your award in accordance with the terms as set forth herein. There is no need on your part to sign or return any documentation to confirm your acceptance of this award. If you send any correspondence to the Company in connection with this Agreement, please direct it to Rockwell Collins, 400 Collins Road, N.E., M/S 124-323, Cedar Rapids, Iowa 52498, Attention: Corporate Secretary.
2. Amount of Cash Payable Pursuant to Award. Subject to the provisions of paragraphs 5 through 11, the amount of cash payable to you pursuant to your award shall be determined as follows:
(a) The percentage of target award earned will be the percentage found at the intersection in the Matrix of the final results achieved for Annual Sales Growth Rate (and required Cumulative Sales) and for Return on Sales for the Performance Period (as determined pursuant to paragraph 3).
(b) If the final results achieved for the Performance Period fall between the levels of performance specified in the Matrix, the percentage of target award payable will be interpolated consistent with the range in which the Annual Sales Growth Rate (and required Cumulative Sales) and Return on Sales falls as conclusively determined by the Committee (as defined below).
(c) No cash shall be payable for the Performance Period if the Annual Sales Growth (and required Cumulative Sales) or Return on Sales (as determined pursuant to paragraph 3) for the Performance Period is less than the minimum level for the Performance Period as indicated in the Matrix.
(d) The cash payment as determined for achievement against goals for annual Sales Growth Rate (and required Cumulative Sales) and for Return on Sales for the Performance Period will be further adjusted for the Company's Total Return to Shareowner performance (as determined pursuant to paragraph 3) relative to the 10 peer companies listed on Exhibit B. If relative performance is among the top 3 of the peer companies, the cash payment will be adjusted upward by 20%. If relative performance is among the middle 4 of the peer companies, there will be no adjustment to the cash payment. If relative performance is among the lowest 3 of the peer companies, the cash payment will be reduced by 20%.
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