Exhibit 10-h-3
ROCKWELL COLLINS
NON-QUALIFIED PENSION PLAN
This Plan is a continuation of the Rockwell
International Corporation Non-Qualified Pension 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). Such plan has been renamed as the
Rockwell Collins Non-Qualified Pension Plan.
On November 4, 2003, the Board
of Directors of Rockwell Collins approved a freezing of the Plan.
The said freezing of the Plan, which is effective as of the close
of business on September 30, 2006 (the “Freeze
Date”), has the effect of terminating further accrual of
benefits under the Plan as of that Date and closing Plan
participation off for new employees after that Freeze
Date.
Effective as of December 31,
2004, the Unfunded Supplemental Pension Plan for Employees Who Are
Participating in a Base Compensation Deferral Agreement, which
provides benefits to highly paid employees who deferred
compensation under the Rockwell Collins Deferred Compensation Plan,
was merged into and with this 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 accrued
benefits that were earned and vested as of December 31,
2004.
ARTICLE I
DEFINITIONS
1.005
Affiliate means:
(a)
any company 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.
1.010
Benefit Limitation means the limitations on benefits payable from
Defined Benefit Plans which are imposed by §415 of the
Code.
1.020 Board
of Directors means the Company’s Board of
Directors.
1.030 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 1.030;
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 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
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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.
1.040
Code means
the Internal Revenue Code of 1986, as amended.
1.050
Committee means the Compensation and Management
Development Committee of the Board of Directors.
1.060
Company means Rockwell Collins, Inc., a Delaware
corporation and its predecessor, Rockwell International
Corporation.
1.065
Company Officer means an employee who has been elected by the
Board of Directors as an officer of the Company pursuant to the
Company’s by-laws.
1.070
Company Pension Plan means the Rockwell Collins Pension
Plan.
1.080
Compensation Limit means the limitation imposed by §401(a)(17)
of the Code on the amount of compensation which can be considered
in determining the amount of a participant’s benefit under
the Company Pension Plan.
1.090
Defined Benefit Plan has the same meaning given that term in
§3(35) of ERISA.
1.100
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.
1.110
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.
1.120
ERISA means
the Employee Retirement Income Security Act of 1974, as
amended.
1.130 Highly
Compensated Employee means a participant in or retiree under the
Company Pension Plan whose compensation would otherwise be
considered under such Plan in determining his benefits thereunder
in excess of the Compensation Limit.
1.140
Participant means any participant in the Company Pension
Plan who is a Rockwell Collins Participant as defined in the
Employee Matters Agreement whose benefits payable therefrom are
restricted by the Benefit Limitation or the Compensation
Limit. Employees who (1) are Company Officers hired on
or after January 1, 1993 but eligible for the pre-1993
formula
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under the Company Pension Plan, or (2) are
participants in the Company Pension Plan who deferred compensation
under the Rockwell Collins Deferred Compensation Plan are also
eligible to participate in this Plan. Notwithstanding any other
provision of this Plan or the Company Pension 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.
1.150
Plan means
this Rockwell Collins Non-Qualified Pension Plan and its
predecessor, the Rockwell International Corporation Non-Qualified
Pension Plan.
1.160 Plan
Administrator means the person from time to time so designated
by name or corporate office by the Board of Directors.
1.165
Section 409A means Section 409A of the Code and any
regulations and other guidance issued thereunder.
1.170
Securities Exchange Act means the Securities Exchange Act of 1934, as
amended.
1.180 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”).
1.190
Trust means the master trust established by
agreement between the Company and the Trustee, which will be a
grantor trust.
1.200
Trustee means Wells Fargo Bank, N.A., or any
successor trustee of the Trust described in Section 1.190 of
this Plan.
1.210 2005 NQ
Pension Plan means
the Rockwell Collins 2005 Non-Qualified Pension Plan.
Terms not otherwise defined in this
Article I shall have meanings set forth in the Company Pension
Plan document.
ARTICLE II
DETERMINATION OF BENEFITS
2.005 Effective as of
the close of business on September 30, 2006 (the “Freeze
Date”), and notwithstanding any other provision in this Plan
(or in the Compa
