exv10wgw2



 





Exhibit 10-g-2




ROCKWELL COLLINS

NON-QUALIFIED SAVINGS PLAN



This Plan is a continuation of the Rockwell International Corporation Non-Qualified Savings Plan.
Effective as of June 29, 2001, Rockwell Collins, Inc. assumed such plan and all liabilities
thereunder with respect to the Rockwell Collins Participants (as defined in the Employee Matters
Agreement) and such plan has been renamed as the Rockwell Collins Non-Qualified Savings Plan. For
purposes of retaining “grandfathered” status under Section 409A of the Internal Revenue Code of
1986, as amended, the Plan was amended effective as of January 1, 2005 to limit the Plan to account
balances that were earned and vested as of December 31, 2004 (and any earnings deemed credited
thereon).




ARTICLE I

DEFINITIONS



1.010 Account means the account or accounts established for a Participant pursuant to
Article II hereof.




1.020 Affiliate means:





	 	(a)	 	any corporation incorporated under the laws of one of the United States of America of
which the Company owns, directly or indirectly, eighty percent (80%) or more of the combined
voting power of all classes of stock or eighty percent (80%) or more of the total value of
the shares of all classes of stock (all within the meaning of Code §1563);
	 
	 	(b)	 	any partnership or other business entity organized under such laws, of which the Company
owns, directly or indirectly, eighty percent (80%) or more of the voting power or eighty
percent (80%) or more of the total value (all within the meaning of Code §414(c)); and
	 
	 	(c)	 	any other company deemed to be an Affiliate by the Board of Directors.




1.030 Annual Addition Limitation means the limitation on the annual additions to the
account of a participant in the Qualified Savings Plan imposed by §415(c) of the Code.



1.040 Base Compensation means Base Compensation, as that term is defined in the Qualified
Savings Plan.



1.050 Base Compensation Deferral means the difference between:





	 	(a)	 	the amount which, but for application of the Compensation Limit or the Annual Addition
Limitation, a Participant would have contributed as a Participant Contribution to the
Qualified Savings Plan with respect to each payroll period, pursuant to his then existing
election under that Plan; and





 









 






	 	(b)	 	the Participant’s actual Participant Contribution to the Qualified Savings Plan with
respect to such payroll period as a result of imposition of the Compensation Limit or the
Annual Addition Limitation.





1.060 Board of Directors means the Company’s Board of Directors.



1.070 Change of Control means any of the following occurring at any time after June 29,
2001:





	 	(a)	 	The acquisition by any individual, entity or group (within the meaning of §13(d)(3) or
§14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of
the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute a Change of
Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company,
(y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company, Rockwell or any corporation controlled by the Company or Rockwell or (z) any
acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of
subsection (c) of this Section 1.070; or
	 
	 	(b)	 	Individuals who, as of June 29, 2001, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board
of Directors; provided, however, that any individual becoming a director subsequent to that
date whose election, or nomination for election by the Company’s shareowners, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board of Directors; or
	 
	 	(c)	 	Consummation of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company or the acquisition of assets of
another entity (a “Company Transaction”), in each case, unless, following such Company
Transaction, (1) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Company Transaction beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Company Transaction (including,
without limitation, a corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior





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	 	 	 	to such Company Transaction of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (2) no Person (excluding any employee benefit plan
(or related trust) of the Company, of Rockwell or of such corporation resulting from such
Company Transaction) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation resulting from
such Company Transaction or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Company Transaction and (3) at least a majority of the members of the board of directors of
the corporation resulting from such Company Transaction were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Company Transaction; or
	 
	 	(d)	 	Approval by the Company’s shareowners of a complete liquidation or dissolution of the
Company.




1.080 Code means the Internal Revenue Code of 1986, as amended.



1.090 Committee means the Compensation Committee of the Board of Directors.



1.100 Company means Rockwell Collins, Inc., a Delaware corporation, and its predecessor,
Rockwell International Corporation.



1.110 Compensation Limit means the limitation imposed by §401(a)(17) of the Code on the
amount of Base Compensation which can be considered in determining the amount of an individual’s
Participant Contributions to the Qualified Savings Plan.



1.120 Employee means any person who is employed by the Company or by an Affiliate,
including, to the extent permitted by §406 of the Code, any United States citizen regularly
employed by a foreign Affiliate of the Company.



1.130 Employee Matters Agreement means the Employee Matters Agreement dated as of June 29,
2001 by and among Rockwell International Corporation, New Rockwell Collins, Inc. and Rockwell
Scientific Company LLC.



1.140 ERISA means the Employee Retirement Income Security Act of 1974, as amended.



1.150 Matching Credit means an amount to be credited to the Plan by the Company, which
shall be equal to the applicable Matching Company Contribution percentage applied to a
Participant’s Participant Contribution under the Qualified Savings Plan.



1.160 Participant means an individual who is a participant in the Qualified Savings Plan
who is a Rockwell Collins Participant (as defined in the Employee Matters Agreement) and whose
Participant Contributions to that Plan are restricted by the Compensation Limit or the Annual
Addition Limitation and who has elected in the Plan Year immediately preceding the current Plan
Year to have one or more Base Compensation Deferrals credited to his Account pursuant to Article
II; provided, however, that in the case of this Plan’s initial Plan Year, such election shall be
made prior to the pay period in which such a restriction comes into effect. Notwithstanding




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any
other provision of this Plan or the Qualified Savings Plan to the contrary, no Employee or any
other person, individual or entity shall become a Participant in this Plan on or after the day on
which a Change of Control occurs.



1.170 Plan means this Rockwell Collins Non-Qualified Savings Plan and its predecessor, the
Rockwell International Corporation Non-Qualified Savings Plan.



1.180 Plan Administrator means the person from time to time so designated by name or
corporate office by the Board of Directors.



1.190 Plan Year means each twelve-month period ending on the last day of December.



1.200 Qualified Savings Plan means the Rockwell Collins Salaried Savings Plan.



1.210 Securities Exchange Act means the Securities Exchange Act of 1934, as amended.



1.215 Section 409A means Section 409A of the Code and any regulations and other guidance
issued thereunder.



1.220 Sub-Account refers to one of this Plan’s investment vehicles (corresponding to the
Qualified Savings Plan Investment Funds) to which a Participant’s Base Compensation Deferrals and
the Company’s Matching Credits are assigned.



1.230 Third-Party Administrator means an independent third party selected by the Trustee
and approved by the individual who, immediately prior to a Change of Control, was the Company’s
Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the
“Ex-CEO”).



1.240 Trust means the master trust established by agreement between the Company and the
Trustee, which trust will be a grantor trust.



1.250 Trustee means Wells Fargo Bank, N.A., or any successor trustee of the Trust described
in Section 1.240 of this Plan.



1.260 2005 Plan means the Rockwell Collins 2005 Non-Qualified Retirement Savings Plan.



Terms which are not otherwise defined in this Article I shall have the meanings set forth in the
Qualified Savings Plan document.




ARTICLE II

CREDITING, VALUATION AND DISTRIBUTION OF ACCOUNTS



2.010 The Company will establish on its books a Non-Qualified Savings Plan Account for each
Participant who elects a Base Compensation Deferral.





	 	(a)	 	The amount of such Base Compensation Deferral shall be credited to such Account and
allocated to one or more of this Plan’s Sub-Accounts in the manner set forth in this
Section.





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	 	(1)	 	Each such credit shall be made to such Account no later than the date on which
the corresponding contribution to the Qualified Savings Plan is made or would have been
made, but for imposition of the Compensation Limit or the Annual Addition Limitation;
provided, however, that any such credits made as a result of any retroactive amendment
to the Plan shall be made upon adoption thereof, but in amounts which reflect the value
such credits would have had if that amendment had been in effect on its effective date
and such contributions had been made on the respective dates of the corresponding
contributions to the Qualified Savings Plan.
	 
	 	(2)	 	The Base Compensation Deferral shall, in increments of one percent (1%) and
with the total of the percentage increments equaling one hundred percent (100%), be
allocated to the Sub-Account or Sub-Accounts under this Plan pursuant to separate
Participant elections made in a method identical to the method in which the
Participant’s elections are made among Investment Funds under the Qualified Savings
Plan.
	 
	 	(3)	 	A Participant may change any previous election he has made regarding investment
of his Base Compensation Deferrals under this Plan in the same manner as he may change
his previous elections regarding investment of his Participant Contributions in the
Qualified Savings Plan.






	 	(b)	 	At the time each Base Compensation Deferral is credited to a Participant’s Account, a
Matching Credit shall also be made to such Account. Such Matching Credit shall be allocated
to the Sub-Accounts under this Plan in the same manner in which Matching Contributions are
allocated under the Qualified Savings Plan.




2.020 With respect to Base Compensation Deferrals, a Participant may elect to make the Sub-Account
transfers in the same manner as is described in the Qualified Savings Plan and, in such case, the
value of the Participant’s interest in the Sub-Accounts hereunder shall be similarly transferred to
one or more of the other Sub-Accounts.



2.030 Each of a Participant’s Sub-Accounts shall be accounted for in the manner and valued at the
times and pursuant to the method provided in the Qualified Savings Plan for the Qualified Savings
Plan Investment Fund corresponding to such Sub-Account. A Participant’s rights in and to his
Sub-Accounts shall be governed by the provisions of the Qualified Savings Plan which are applicable
to the Investment Fund corresponding to such Sub-Account.



2.040 The distribution and withdrawal provisions of the Qualified Savings Plan shall have no
application to this Plan. Distribution to a Participant of his Sub-Accounts hereunder shall only
be made upon the Participant’s termination of employment or retirement. All such distributions to
Participants, as well as distributions made to beneficiaries here under, shall be made in the form
of lump sum payments, subject to the following:



A Participant may make a one-time, irrevocable election to have the value of such interest paid in
no more than ten (10) annual installments, such installments to be equal to the value of the
Participant’s Sub-Accounts divided by the number of installments remaining at the time of
distribution; provided, however, that such election must be made by the Participant at least one
(1) year prior to the Participant’s retirement or termination of employment.




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2.050 A Participant or beneficiary who is currently receiving installment payments from this Plan
may elect to have his interest in and to Sub-Accounts hereunder paid in a lump sum, in the event of
the occurrence of a Change of Control, subject to the following:





	 	(a)	 	To be effective, the election of a Participant or beneficiary pursuant to this Section
must be made in writing and filed with the Committee prior to the occurrence of a Change of
Control.
	 
	 	(b)	 	Such election shall be revocable by the Participant or his beneficiary until such time as
a Change of Control shall have occurred at which point the said election shall be
irrevocable.
	 
	 	(c)	 	Notwithstanding any provision of this Plan to the contrary, such election may only be
made by a Participant or beneficiary of a Participant who first became eligible to
participate in the Rockwell International Corporation Non-Qualified Savings Plan prior to
June 29, 2001.




2.060 With respect to distributions which are payable to a Participant or, in the event of the
Participant’s death, to his beneficiary:





	 	(a)	 	Subject to subsection (c), lump sum payments shall be paid no later than within sixty
(60) days following the close of the calendar year which includes the Participant’s
retirement, termination of employment or, if applicable, death.
	 
	 	(b)	 	Subject to subsection (c), each annual installment payable shall be paid within sixty
(60) days following the close of each calendar year during the payment period, commencing
with the calendar year following the year which includes the Participant’s retirement,
termination of employment or, if applicable, death.
	 
	 	(c)	 	Lump sum payments which are to be made on account of the occurrence of a Change of
Control shall be made within forty-five (45) days following a Change of Control.




All distributions from the Stock Fund Sub-Accounts, whether in the form of lump sum or installment
payments, shall be made in cash.



2.070 A Participant shall have the right, at any time, to designate any person or persons as his
beneficiary or beneficiaries (both principal as well as contingent) to whom distribution under this
Plan shall be made in the event of his death prior to distribution of his Account. In the absence
of such designation, the beneficiary designation filed by him under the Qualified Savings Plan
shall be controlling, except that if the Participant has a spouse and his beneficiary designation
under the Qualified Savings Plan specifies a beneficiary other than such spouse, such designation,
to the extent permitted by applicable law, shall be effective under this Plan notwithstanding the
fact that such spouse may not have consented to such designation as required by the Qualified
Savings Plan.



2.080 Each Participant shall receive a statement of his Account at the times and in the form in
which his Qualified Savings Plan statement is provided.



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ARTICLE III

CLAIMS PROCEDURE



3.010 Any person claiming a right to participate in this Plan, claiming a benefit under this Plan
or requesting information under this Plan shall present the claim or request in writing to the
Committee, who shall respond in writing within ninety (90) days following his receipt of the
request.



3.020 If the claim or request is denied, the written notice of denial shall state:





	 	(a)	 	the reasons for denial;
	 
	 	(b)	 	a description of any additional material or information required and an explanation of
why it is necessary; and
	 
	 	(c)	 	an explanation of this Plan’s claim review procedure.




3.030 Any person whose claim or request is denied may make a request for review by notice given in
writing to the Committee.



3.040 A decision on a request for review shall normally be made within ninety (90) days after the
date of such request. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be extended by an additional
sixty (60) days from the date of such request. The decision shall be in writing and shall be final
and binding on all parties concerned.




ARTICLE IV

MISCELLANEOUS PROVISIONS



4.010 The Board of Directors shall have the power to amend, suspend or terminate this Plan at any
time, except that no such action shall adversely affect rights with respect to any Account without
the consent of the person affected.



4.020 This Plan shall be interpreted and administered by the Committee; provided, that
interpretations by the Plan Administrator of those provisions of the Qualified Savings Plan which
are also applicable to this Plan shall be binding on the Committee.



Notwithstanding any other provision of this Plan to the contrary, upon and after the occurrence of
a Change of Control, the Plan will be administered by the Third-Party Administrator. The
Third-Party Administrator will have the discretionary power to determine all questions arising in
connection with the administration of the Plan and the interpretation of the Plan and Trust
including, but not limited, to Account balance determinations; provided, however, upon and after
the occurrence of a Change of Control, such administrator will have no power to direct the
investment of Plan or Trust assets or select any investment manager or custodial firm for the Plan
or Trust.



Upon and after the occurrence of a Change of Control, the Company will be required to:





	 	(a)	 	pay all reasonable administrative expenses and fees of the Third-Party Administrator;





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	 	(b)	 	indemnify the Third-Party Administrator against any costs, expenses and liabilities
including, without limitation, attorney’s fees and expenses arising in connection with the
performance of such administrator hereunder, except with respect to matters resulting from
the gross negligence or willful misconduct of the said administrator or its employees or
agents; and
	 
	 	(c)	 	supply full and timely information to the Third-Party Administrator on all matters
relating to the Plan, the Trust, the Participants and their beneficiaries, the Account
balances of the Participants, the date of circumstances of the retirement, disability, death
or termination of employment of the Participants, and such other pertinent information as
the Third-Party Administrator may reasonably require.
	 
	 	(d)	 	Upon and after a Change of Control, the Third-Party Administrator may not be terminated
by the Company and may only be terminated (and a replacement appointed) by the Trustee, but
only with the approval of the Ex-CEO (as defined in Section 1.230).




4.030 This Plan is an unfunded employee benefit plan primarily for providing deferred compensation
to an identified group of management or highly compensated employees of the Company and is also an
excess benefit plan (as defined by §3(36) of ERISA). This Plan is intended to be unfunded for tax
purposes and for purposes of Title I of ERISA. Participants and their beneficiaries, estates,
heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any
property or assets of the Company or any of its Affiliates. Any and all of the assets of the
Company and its Affiliates shall be, and remain, the general, unpledged, unrestricted assets of the
Company and its Affiliates. The Company’s and any Affiliate’s sole obligation under this Plan
shall be merely that of an unfunded and unsecured promise of the Company or such Affiliate to pay
money in the future.



4.040 Neither a Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey, in
advance of actual receipt, any interest in an Account. Each Account and all rights therein are and
shall be nonassignable and nontransferable prior to actual distribution as provided by this
Plan. Any such attempted assignment or transfer shall be ineffective with respect to the Company
and with respect to any Affiliate, and the Company’s and any Affiliate’s sole obligation shall be
to distribute Accounts to Participants, their beneficiaries or estates as appropriate. No part of
any Account shall, prior to actual payment as provided by this Plan, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor shall any Account be transferable by operation of law in the
event of a Participant’s or any other persons bankruptcy or insolvency, except as otherwise
required by law.



4.050 This Plan shall not be deemed to constitute a contract of employment between the Company or
any of its Affiliates and any Participant, and no Participant, beneficiary or estate shall have any
right or claim against the Company or any of its Affiliates under this Plan except as may otherwise
be specifically provided in this Plan. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of the Company or any Affiliate or to interfere with the
right of the Company or any Affiliate to discipline, discharge or change the status of a
Participant at any time.



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4.060 A Participant will cooperate with the Committee by furnishing any and all information
requested by the Committee or its delegates in order to facilitate the distribution of his Accounts
under this Plan and by taking such other action as may be reasonably requested by the Committee or
its delegates.



4.070 Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to
the laws of the State of Iowa. In the event that any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions
of this Plan, which shall be construed and enforced as if such illegal or invalid provision were
not included in this Plan. The provisions of this Plan shall bind and obligate the Company and its
Affiliates and their successors, including, but not limited to, any corporate or other business
entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of the Company or its Affiliates and the successors of
any such company or other business entity.



4.080 The Company shall bear all expenses and costs in connection with the operation and
administration of this Plan. The Company, its Affiliates, the Committee and any employee of the
Company or any of its Affiliates shall be fully protected in relying in good faith on the
computations and reports made pursuant to or in connection with this Plan by the independent
certified public accountants who audit the Company’s accounts.



4.090 All words used in this Plan in the masculine gender shall be construed as if used in the
feminine gender where appropriate. All words used in this Plan in the singular or plural shall be
construed as if used in the plural or singular where appropriate.




ARTICLE V

TRUST



5.010 Establishment of the Trust. The Company shall establish the Trust (which may be
referred to herein as a “Rabbi Trust”). The Trust shall become irrevocable upon a Change of
Control (to the extent not then irrevocable). After the Trust has become irrevocable with respect
to the Plan, except as otherwise provided in Section 12 of the Trust, the Trust shall remain
irrevocable with respect to the Plan until all the Account balances due under this Plan and all
benefits and/or account balances due to the participants (and their beneficiaries) in any other
plan covered by the Trust have been paid in full. Upon establishment of the Trust, the Company
shall provide for funding of the Trust in accordance with the terms of the Trust.



5.020 Interrelationship of the Plan and the Trust. The provisions of the Plan and any
Participants Participation Agreement Form will govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust will govern the rights of the
Company and its Affiliates, Participants and the creditors of the Company and its Affiliates to the
assets transferred to the Trust. The Company and each of its Affiliates employing any Participant
will at all times remain liable to carry out their obligations under the Plan.



5.030 Distributions From the Trust. The Company’s and each of its Affiliate’s obligations
under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust,
and any such distribution will reduce their obligations under this Plan.



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5.040 Rabbi Trust. The Rabbi Trust shall:





	 	(a)	 	be a non-qualified grantor trust which satisfies in all material respects the requirement
of Revenue Procedure 92-64, 1992-2 CB 122 (or any successor Revenue Procedure or other
applicable authority);
	 
	 	(b)	 	be irrevocable upon a Change of Control (to the extent not then irrevocable); and
	 
	 	(c)	 	provide that any successor trustee shall be a bank trust department or other party that
may be granted corporate trustee powers under state law.





ARTICLE VI

SECTION 409A



Effective as of January 1, 2005, for purposes of retaining “grandfathered” status under Section
409A, this Plan is limited to account balances that were earned and vested as of December 31, 2004
(and any earnings deemed credited thereon). Effective as of January 1, 2005, any account balances
under the Plan that were earned and vested after December 31, 2004 (and any earnings deemed
credited thereon) will be credited under, and all liabilities related thereto will be transferred
to, the 2005 Plan.





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