shall not have any rights of continued employment
with the Company as a result of this award, other than the payment rights
expressly contemplated herein.
14.
Tax Withholding.
Upon any payment to you of cash hereunder, Federal income
and other tax withholding (and state and local income tax withholding, if
applicable) may be required by the Company in respect of taxes on income
realized by you.
The Company may withhold such required amounts from your
payments.
15.
Governing Law.
This Agreement and the award provided for hereunder shall
be governed by and construed in accordance with the laws of the State of Iowa.
16.
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.
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17.
Entire Agreement.
This Agreement and the other terms applicable to
performance units granted under the Plan embody the entire agreement and
understanding between Rockwell Collins and you with respect to the performance
units, and there are no representations, promises, covenants, agreements or
understandings with respect to the performance units other than those expressly
set forth in this Agreement and the Plan.
Sincerely yours,
ROCKWELL COLLINS, INC.
By:
Gary R. Chadick, Senior Vice President,
General Counsel and Secretary
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