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Delaware
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001-16445
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52-2314475
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation or organization)
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Identification
No.)
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400
Collins Road NE, Cedar Rapids, Iowa
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52498
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(Address
of principal executive offices)
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(Zip
Code)
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers, Compensatory Arrangements of Certain
Officers.
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·
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increase
the number of shares of Common Stock of the Company (“Shares”) available
for awards by 6.5 million
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·
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adjust
the multiplier for full value Shares from 3.0 to 2.02, so that Shares
available for grant will be reduced by 2.02 Shares for every Share issued
pursuant to an award of restricted stock, restricted stock units,
performance shares or performance units and other awards other than
options and stock appreciation rights that is granted on or after February
9, 2010
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·
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limit
the life of stock appreciation rights to ten years from the date of
grant
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·
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provide
that dividend equivalents, if accumulated, cannot be paid until the
underlying award vests or is fully
earned
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·
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increase
the award limit to any single participant to an annual average during
three consecutive years of 1,000,000 Shares (the prior limit was 600,000
Shares)
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·
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clarify
the administrative practice of counting shares so that the shares
available for awards are reduced by the shares issued in respect of
performance shares and not by any unearned portions of performance
shares
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·
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provide
that new awards will generally contain “double trigger” vesting instead of
“single trigger” vesting upon a change of
control
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·
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flexibility
to grant a variety of awards to employees and non-employee directors,
including stock options, stock appreciation rights, restricted stock,
restricted stock units, performance shares and performance
units
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·
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limits
on the maximum number of Shares available for awards generally under the
2006 Plan and limits on the maximum amount of awards to a single
participant
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·
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stock
options and stock appreciation rights (SARs) must be granted with an
exercise price that is not less than 100% of the fair market value of our
Common Stock on the date of grant; options and SARs are not entitled to
dividend equivalents
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·
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a
prohibition on the repricing, replacement or buyout of underwater stock
options without shareowner approval
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·
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a
presumption that awards will automatically vest in connection with a
change of control only if certain terminations of employment also occurs
(a new practice for stock options granted in or after November 2009 and an
existing practice for performance share
grants)
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·
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each
non-employee director will receive a grant of restricted stock units with
a grant date value of $100,000 (or such other amount approved by the
Board) annually after the Annual Meeting and each new non-employee
director will receive an initial grant of restricted stock units with a
grant date value of $200,000 (or such other amount approved by the
Board)
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·
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to
facilitate share ownership, non-employee directors may elect to receive
restricted stock units in lieu of all or a specified portion of their
regular annual cash retainer or other fees based on the fair market value
of the Shares on the date any regular annual cash retainer or other fee
would otherwise be paid
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·
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a
shareowner approval requirement for any amendment to the 2006 Plan that
increases the number of Shares available for awards, materially increases
the benefits accruing to participants or otherwise makes any material
revision, or otherwise to the extent such approval is necessary to comply
with any tax or regulatory requirement applicable to the 2006 Plan,
including New York Stock Exchange
requirements
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*10.1
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The
Company’s 2006 Long-Term Incentives Plan, as amended and approved by the
Company’s shareowners on February 9, 2010, incorporated by reference to
Appendix A to the Company’s Notice and Proxy Statement dated December 18,
2009 for the Annual Meeting of Shareowners held on February 9,
2010.
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*
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Management
contract or compensatory plan or
arrangement.
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ROCKWELL
COLLINS, INC.
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(Registrant)
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Dated: February
12, 2010
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By
/s/ Gary R.
Chadick
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Gary
R. Chadick
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Senior
Vice President,
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General
Counsel and Secretary
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*10.1
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The
Company’s 2006 Long-Term Incentives Plan, as amended and approved by the
Company’s shareowners on February 9, 2010, incorporated by reference to
Appendix A to the Company’s Notice and Proxy Statement dated December 18,
2009 for the Annual Meeting of Shareowners held on February 9,
2010.
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