DE
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522314475
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
The agreement provides for the continuing employment of the executive for three years after the change of control on terms and conditions no less favorable than those in effect before the change of control. After a change of control, if the executive's employment is terminated by us or our successor without "cause" or if the executive terminates his or her own employment for "good reason" within that three year period, the executive is entitled to severance benefits equal to a multiple of his or her annual compensation, including bonus, and continuation of other retirement, health and welfare benefits for a number of years equal to the multiple. The multiple is three for Mr. Ortberg. In addition, if the executive terminates his or her own employment for any reason during the 30-day window period beginning one year after the change of control, the executive is entitled to fifty percent of these severance benefits. The executive is also entitled to outplacement services. The executive is entitled to an additional payment, if necessary, to make him or her whole as a result of any excise tax imposed by the Internal Revenue Code on these change of control payments, unless the safe harbor amount which the excise tax is imposed is not exceeded by more than 10%, in which event the payments will be reduced to avoid the excise tax.
Effective October 2, 2006, the Company's Board of Directors elected the following three individuals to the executive officer positions noted below:
Kent L. Statler was appointed Executive Vice President, Rockwell Collins Services. Mr. Statler, age 41, previously served as Senior Vice President and General Manager of Rockwell Collins Services from October 2005 to October 2006; Senior Vice President of Operations from January 2003 to October 2005; Vice President of Manufacturing Operations from January 2002 to January 2003; Vice President Lean Electronics prior thereto.
Robert M. Chiusano was appointed Executive Vice President and Special Assistant to the Chief Executive Officer. Mr. Chiusano, age 56, previously served as Executive Vice President and Chief Operating Officer, Commercial Systems from May 2002 to October 2006; and Executive Vice President and Chief Operating Officer, Government Systems prior thereto.
10.n.2 Schedule identifying executives of the Company who are party to a Change of Control Agreement (Three-Year Agreement).
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ROCKWELL COLLINS, INC.
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Date: October 03, 2006
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By:
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/s/ Gary R. Chadick
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Gary R. Chadick
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Senior Vice President, General Counsel and Secretary
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Exhibit No.
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Description
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EX-10.n.2
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Schedule identifying executives of the Company who are a party to a Change of Control Agreement (Three-Year Agreement).
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EX-99.1
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Press release of Registrant dated October 2, 2006.
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