Unassociated Document


    
      Exhibit
10-a-9

       

    

    ROCKWELL
COLLINS, INC.

     

    2006
LONG-TERM INCENTIVES PLAN

     

    STOCK
OPTION AGREEMENT

     

    STOCK
OPTION TERMS AND CONDITIONS

    


    1.           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:

            


    

    
       

    

    
      	
               
      

            	
              (a)

            	
              Cashless
      Exercise: Cashless Exercise shall have the meaning set forth in
      Section 3(a)(ii) herein.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Change of
      Control: Change of Control shall have the same meaning as such term
      has in Section 10(a) of the Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Charles Schwab:
      Charles Schwab & Co., Inc., the Stock Option Administrator whom the
      Company has engaged to administer and process all Option
      exercises.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Committee: The
      Compensation Committee of the Board of Directors of the
      Company.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Company:
      Rockwell Collins, Inc., a Delaware corporation, and any successor
      thereto.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Customer Service
      Center: Charles Schwab’s Customer Service Center that is used to
      facilitate Option transactions.  Contact Charles Schwab at (888)
      852-2135.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Employee:
      Employee shall have the same meaning as such term has in Section 2(j) of
      the Plan.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Exercise Request and
      Attestation Form: The form attached as Exhibit 1
      or any other form accepted by Charles Schwab in connection with the use of
      already-owned Stock to pay all or part of the exercise price for the
      Option Stock to be purchased on exercise of any of the
      Options.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Notice of Exercise
      Form: The form attached as Exhibit 2 or
      any other form accepted by the Secretary of Rockwell Collins in his sole
      discretion.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Options: The
      stock options listed in the letter dated November 23, 2009, to which these
      Stock Option Terms and Conditions are attached which are intended to be
      Non-Qualified Stock Options and which together with these Stock Option
      Terms and Conditions constitute the Stock Option
  Agreement.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Option Stock:
      The Stock issuable or transferable on exercise of the
    Options.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (l)

            	
              Plan: Rockwell
      Collins 2006 Long-Term Incentives Plan, as such Plan may be amended and in
      effect at the relevant time.

            


    

    


    
      	
               
      

            	
              (m)

            	
              Stock: Stock
      shall have the same meaning as such term has in Section 2(dd) of the
      Plan.

            


    

    


    
      	
               
      

            	
              (n)

            	
              Stock Option
      Agreement: These Stock Option Terms and Conditions together with
      the letter dated November 23, 2009, to which they are
      attached.

            


    

    


    
      	
               
      

            	
              (o)

            	
              Subsidiary:
      Subsidiary shall have the same meaning as such term has in Section 2(ee)
      of the Plan.

            


    

    


    2.           When Options May be
Exercised

    


    
      	
               
      

            	
              The
      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, as to one-third (rounded
      to the nearest whole number) of the Option Stock granted during the period
      beginning on November 20, 2010 and ending on November 20, 2019, as to an
      additional one-third (rounded to the nearest whole number) of the Option
      Stock granted during the period beginning on November 20, 2011 and ending
      on November 20, 2019 and as to the balance of the Option Stock granted
      during the period beginning on November 20, 2012 and ending on November
      20, 2019, and only during those periods, and provided that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if
      you die while an Employee, any person who holds the Options
      as  permitted by Section 4 herein may exercise all the Options
      not theretofore exercised within (and only within) the period beginning on
      your date of death (even if you die before you have become entitled to
      exercise all or any part of the Options) and ending three years
      thereafter; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      your employment by the Company or a Subsidiary terminates other than by
      death, then:

            


    

    


    
      	
               
      

            	
              (i)

            	
              if
      your retirement or other termination date is before November 20, 2010, the
      Options shall lapse on your retirement or other termination and may not be
      exercised at any time;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              if
      your employment by the Company or a Subsidiary  is terminated
      for Cause, (as defined in Section 2(f) below), the Options shall expire
      forthwith upon your termination and may not be exercised
      thereafter;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              if
      your employment by the Company or a Subsidiary terminates on or after
      November 20, 2010 by reason of your retirement under a retirement plan of
      the Company, or under a retirement plan of a Subsidiary, you (or any
      person who holds the Options as permitted by Section 4 herein) may
      thereafter exercise Options which are exercisable prior to the date of
      your retirement or that will become exercisable within (and only within)
      the period between the date of your retirement and ending on the fifth
      anniversary of your retirement date; or if you retire prior to age 62, the
      earlier of (x) the fifth anniversary of your retirement date or (y) such
      earlier date as the Committee shall determine by action taken not later
      than 60 days after your retirement date;
and

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (iv)

            	
              if
      your employment by the Company or a Subsidiary terminates on or after
      November 20, 2010 for any reason not specified in subparagraph (a) or in
      clauses (ii) or (iii) of this subparagraph (b), you (or any person who
      holds the Options as permitted by Section 4 herein) may thereafter
      exercise the Options within (and only within) the period ending three
      months after your termination date but only to the extent such Options
      were exercisable on your termination
date.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      any other provision of this Agreement to the contrary, in the event that
      your employment is terminated on or after a Change of Control (as defined
      in the Plan) (i) by the Company or a Subsidiary other than for Cause (as
      defined below in Section 2(f)) or (ii) by you for Good Reason (as
      defined below in Section 2(g)), then all Options then outstanding pursuant
      to this Agreement shall forthwith become fully exercisable whether or not
      then otherwise exercisable within (and only within) the period between the
      date of termination of employment and ending on the third anniversary
      thereof.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      any other provision of this Agreement to the contrary, in the event that
      your principal employer is a subsidiary of the Company, it is possible
      that your principal employer may cease to be a subsidiary of the Company
      and that your employment with the Company terminates as a result (the date
      of such cessation is herein called the Divestiture Date). Following the
      Divestiture Date, then all options then outstanding pursuant to these
      terms and conditions shall forthwith become fully exercisable whether or
      not then otherwise exercisable within (and only within) the period between
      the Divestiture Date and ending on the third anniversary
      thereof.

            


    

    


    
      	
               
      

            	
              (e)

            	
              In
      no event shall the provisions of the foregoing subparagraphs (a), (b),
      (c)  and (d) extend to a date after November 20, 2019, the
      period during which the Options may be
  exercised.

            


    

    


    
      	
               
      

            	
              (f)

            	
              For
      purposes of Section 2(b) and 2(c) termination for “Cause” shall
      mean:

            


    

    


    
      	
               
      

            	
              (i)

            	
              your
      willful and continued failure to perform substantially your duties with
      the Company or one of its affiliates (other than any such failure
      resulting from incapacity due to physical or mental illness), after a
      written demand for substantial performance is delivered to you by the
      Board or the Chief Executive Officer of the Company which specifically
      identifies the manner in which the Board or the Chief Executive Officer of
      the Company believes that you have not substantially performed your
      duties, or

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              your
      willful engaging in illegal conduct or gross misconduct which is
      materially and demonstrably injurious to the
  Company.

            


    

     

    For
purposes of this provision, no act or failure to act, on the part of you, shall
be considered "willful" unless it is done, or omitted to be done, by you in bad
faith or without reasonable belief that your action or omission was in the best
interests of the Company.  Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or a senior officer of the Company
or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by you in good faith and in the best
interests of the Company.  The cessation of your employment shall not
be deemed to be for Cause unless and until there shall have been delivered to
you a copy of the resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at the meeting of the
Board called and held for such purpose (after reasonable notice is provided to
you and you are given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board, you are guilty
of the conduct described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.

    


    
      	
            	
              (g)

            	
              For
      purposes of paragraph 2(c), "Good Reason" shall
  mean:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      assignment to you of any duties inconsistent in any material respect with
      your most significant position (including status, offices, titles and
      reporting requirements), authority, duties or responsibilities held,
      exercised and assigned at any time during the 120-day period immediately
      preceeding the Change of Control, or any other action by the Company which
      results in a diminution in such position, authority, duties or
      responsibilities, excluding for this purpose an isolated, insubstantial
      and inadvertent action not taken in bad faith and which is remedied by the
      Company promptly after receipt 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 or any
      office or location 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 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 promptly after receipt of
      notice thereof given by you;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iv)

            	
              any
      purported termination by the Company of your employment otherwise than as
      expressly permitted by this Agreement;
or

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      failure by the Company to comply with and satisfy Section 10(b) of this
      Agreement.

            


    

     

    For
purposes of this Section 2(g), any good faith determination of "Good Reason"
made by you shall be conclusive.

    


    3.           Exercise
Procedure

    


    
      	
               
      

            	
              (a)

            	
              To
      exercise all or any part of the Options, you (or any person who holds the
      Options as permitted by Section 4 herein) must first obtain authorization
      from Rockwell Collins' Office of the Secretary by submitting a Notice of
      Exercise Form to Rockwell Collins’ Office of the Secretary (Attention:
      Stock Option Administration; facsimile number (319) 295-3599) or by other
      means acceptable to the Secretary of Rockwell Collins and then contact the
      Stock Option Administrator, Charles Schwab, by using the Customer Service
      Center, as follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              contact
      the Customer Service Center by calling (888) 852-2135 Monday through
      Friday, 9:00 a.m. to 9:00 p.m. Eastern Time and follow the instructions
      provided;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              full
      payment of the exercise price for the Option Stock to be purchased on
      exercise of the Options may be made
by:

            


    

    


    
      	
               
      

            	
               ̈

            	
              check
      (wire) to your Charles Schwab account;
or

            


    

     

    
      	
               
      

            	
               ̈

            	
              in
      already-owned Stock; or

            


    

     

    
      	
               
      

            	
               ̈

            	
              by
      authorizing Charles Schwab or a third party approved by the Company to
      sell the Stock (or a sufficient portion of the Stock) acquired upon
      exercise of the Option ("Cashless Exercise");
or

            


    

     

    
      	
               
      

            	
               ̈

            	
              in
      a combination of check (wire) to your Charles Schwab account and Stock
      (whether already-owned Stock or Stock issued and subsequently sold in
      connection with a Cashless Exercise);
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              in
      the case of an exercise of the Options by any person other than you
      seeking to exercise the Options, such documents as Charles Schwab or the
      Secretary of the Company shall require to establish to their satisfaction
      that the person seeking to exercise the Options is entitled to do
      so.

            


    

    


    (b)           An
exercise of the whole or any part of the Options shall be
effective:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              if
      you elect (or any person who holds the Options as permitted by Section 4
      herein elects) to pay the exercise price for the Option Stock entirely by
      check (wire), upon (A) completion of your transaction by using the
      Customer Service Center and full payment of the exercise price and
      withholding taxes (if applicable) are received by Charles Schwab within
      three business days following the exercise; and (B) receipt of any
      documents required pursuant to Section 3(a)(iii) herein;
    and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              if
      you elect (or any person who holds the Options as permitted by Section 4
      herein elects) to pay the exercise price of the Option Stock in Stock
      (whether already-owned Stock or Stock issued and subsequently sold in
      connection with a Cashless Exercise) or in a combination of Stock (whether
      already-owned Stock or Stock issued and subsequently sold in connection
      with a Cashless Exercise) and check, upon (A) completion of your
      transaction by using the Customer Service Center and full payment of the
      exercise price (as described in Section 3(d)(i) herein) and withholding
      taxes (if applicable) are received by Charles Schwab within three business
      days following the exercise; and (B) receipt of any documents required
      pursuant to Section 3(a)(iii)
herein.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      you choose (or any person who holds the Options as permitted by Section 4
      herein chooses) to pay the exercise price for the Option Stock to be
      purchased on exercise of any of the Options entirely by check, payment
      must be made by:

            


    

    


    
      	
               
      

            	
               ̈

            	
              delivering
      to Charles Schwab a check (wire) in the full amount of the exercise price
      for those Option Stock; or

            


    

    


    
      	
               
      

            	
               ̈

            	
              arranging
      with a stockbroker, bank or other financial institution to deliver to
      Charles Schwab full payment, by check or (if prior arrangements are made
      with Charles Schwab) by wire transfer, of the exercise price of those
      Option Stock.

            


    

    


    In either
event, in accordance with Section 3(e) herein, full payment of the exercise
price for the Option Stock purchased must be made within three business days
after the exercise has been completed through the Customer Service
Center.

    


    
      
        	
              	
                (d)

              	
                (i)     
      If
      you choose (or any person who holds the Options as permitted by Section 4
      herein chooses) to use already-owned Stock to pay all or part of the
      exercise price for the Option Stock to be purchased on exercise of any of
      the Options, you (or any person who holds the Options as permitted by
      Section 4 herein) must deliver to Charles Schwab an Exercise Request and
      Attestation Form and cash to cover the purchase of Option Stock as
      specified in such form.  To perform such a transaction, the
      Exercise Request and Attestation Form must be submitted via fax (720)
      785-8874 by 4:00 p.m. Eastern Time on the date of exercise and any
      questions concerning this type of transaction should be referred to (877)
      636-7551 (Stock Option Administration Group Hotline).  The
      Exercise Request and Attestation Form must attest to your ownership of
      Stock representing:

              


      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
               ̈

            	
              at
      least the number of shares of Stock whose value, based on the closing
      price of the Stock on the New York Stock Exchange — Composite Transactions
      on the day you have exercised your Options through the Customer Service
      Center, equals the exercise price for the Option Stock;
  or

            


    

    


    
      	
               
      

            	
               ̈

            	
              any
      lesser number of shares of Stock you desire (or any person who holds the
      Options as permitted by Section 4 herein desires) to use to pay the
      exercise price for such Option Stock and a check in the amount of such
      exercise price less the value of the Stock delivered, based on the closing
      price of the Stock on the New York Stock Exchange — Composite
      Transactions on the day you have exercised your Options through the
      Customer Service Center.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      you choose (or any person who holds the Options as permitted by Section 4
      herein chooses) to use Option Stock obtained by Cashless Exercise to pay
      all or part of the exercise price for the remaining Option Stock to be
      purchased on exercise of any of the Options, you (or any person who holds
      the Options as permitted by Section 4 herein) must contact the Customer
      Service Center at (888) 852-2135.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Charles
      Schwab will advise you (or any other person who, being entitled to do so,
      exercises the Options) of the exact number of shares of Stock, valued at
      the closing price on the New York Stock Exchange — Composite Transactions
      on the effective date of exercise under Section 3(b)(ii) herein, and any
      funds required to pay in full the exercise price for the Option Stock
      purchased.  In accordance with Section 3(e) herein, you (or such
      other person) must pay, by check, in Stock or in a combination of check
      and Stock, any balance required to pay in full the exercise price of the
      Option Stock purchased within three business days following the effective
      date of such exercise of the Options under Section 3(b)(ii)
      herein.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Notwithstanding
      any other provision of this Stock Option Agreement, the Secretary of the
      Company may limit the number, frequency or volume of successive exercises
      of any of the Options in which payment is made, in whole or in part, by
      delivery of Stock pursuant to this subparagraph (d) to prevent
      unreasonable pyramiding of such
exercises.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              An
      exercise completed through the Customer Service Center, whether or not
      full payment of the exercise price for the Option Stock is received by
      Charles Schwab, shall constitute a binding contractual obligation by you
      (or the other person entitled to exercise the Options) to proceed with and
      complete that exercise of the Options (but only so long as you continue,
      or the other person entitled to exercise the Options continues, to be
      entitled to exercise the Options on that date). By your acceptance of this
      Stock Option Agreement, you agree (for yourself and on behalf of any other
      person who becomes entitled to exercise the Options) to pay to Charles
      Schwab in full the exercise price for that Option Stock, that payment
      being by check, wire transfer, in Stock or in a combination of check and
      Stock, on or before the third business day after the date on which you
      complete the transaction through the Customer Service
      Center.  If such payment 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 of the exercise price for
      such Option Stock remaining unpaid
thereafter.

            


    

    


    
      	
               
      

            	
              (f)

            	
              An
      Exercise Confirmation representing the amount of Option Stock purchased
      will be issued the third business day (trade date plus three business
      days) (i) after Charles Schwab has received full payment therefor or (ii)
      at the Company’s or Charles Schwab’s election in their sole discretion,
      after the Company or Charles Schwab has received (x) full payment of the
      exercise price of that Option Stock and (y) any reimbursement in respect
      of withholding taxes due pursuant to Section 5
  herein.

            


    

    


    
      	
              4.

            	
              Transferability;
      Nonassignability

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              5.

            	
              Withholding

            


    

    


    
      	
               
      

            	
              The
      Company, your employer or Charles Schwab shall have the right, in
      connection with the exercise of the Options, in whole or in part, to
      deduct from any payment to be made by the Company, your employer or
      Charles Schwab an amount equal to the taxes required to be withheld by law
      with respect to such exercise or to require you (or any other person
      entitled to exercise the Options) to pay to it an amount sufficient to
      provide for any such taxes so required to be withheld.  By your
      acceptance of this Stock Option Agreement, you agree (for yourself and on
      behalf of any other person who becomes entitled to exercise the Options)
      that if the Company, your employer or Charles Schwab elects to require you
      (or such other person) to remit an amount sufficient to pay such
      withholding taxes, you (or such other person) must remit that amount
      within three business days after the completion of the Option exercise as
      provided in Section 3(a)(ii) herein.  If such payment is not
      made, the Company and your employer, in their discretion, shall have the
      same right of set-off as provided under Section 3(e) herein with respect
      to payment of the exercise price for Option
  Stock.

            


    

    


    
      	
              6.

            	
              Headings

            


    

    


    
      	
               
      

            	
              The
      section headings contained in these Stock Option Terms and Conditions are
      solely for the purpose of reference, are not part of the agreement of the
      parties and shall in no way affect the meaning or interpretation of this
      Stock Option Agreement.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              References

            


    

    


    
      	
               
      

            	
              All
      references in these Stock Option Terms and Conditions to Sections,
      paragraphs, subparagraphs or clauses shall be deemed to be references to
      Sections, paragraphs, subparagraphs and clauses of these Stock Option
      Terms and Conditions unless otherwise specifically
    provided.

            


    

    


    
      	
              8.

            	
              Entire
      Agreement

            


    

    


    This
Stock Option Agreement and the other terms applicable to Stock Options granted
under the Plan 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 Stock Option Agreement and the
Plan.

    


    
      	
              9.

            	
              Applicable Laws and
      Regulations

            


    

    


    
      	
               
      

            	
              This
      Stock Option Agreement and the Company’s obligation to issue Option Stock
      hereunder are subject to applicable laws and
  regulations.

            


    

     

    
      	
              10.

            	
              Successors

            


    

     

    
      	
            	
              (a)

            	
              This
      Agreement shall inure to the benefit of and be binding upon the Company
      and its successors and assigns.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Company will require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all
      of the business and/or assets of the Company to assume expressly and agree
      to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had
      taken place.  As used in this Agreement, "Company" shall mean
      the Company as hereinbefore defined and any successor to its business
      and/or assets as aforesaid which assumes and agrees to perform this
      Agreement by operation of law, or
otherwise.

            


    

    
       

      
        	
                ROCKWELL
      COLLINS, INC.

              
	 
      	 
      
	
                By:

              	 
      
	 
      	 
      
	 
      	
                Gary
      R Chadick

              
	 
      	
                Senior
      Vice President,

              
	 
      	
                General
      Counsel and Secretary

              


      

    

    


    Dated: 
November 20, 2009

    


    
      
        
          	
                  Exhibit
      1

                	
                  Exercise
      Request and Attestation Form (For Use With Already- Owned
      Stock)

                
	
                  Exhibit
      2

                	
                  Notice
      of Exercise Form

                


        

      

    


    
      
         


      

      
        9