Exhibit 10.31
INGERSOLL-RAND
COMPANY
SUPPLEMENTAL EMPLOYEE SAVINGS
PLAN II
Effective January 1, 2005
and Amended and
Restated through January 1,
2009
INTRODUCTION
Ingersoll-Rand Company (the
“Company”) established the Ingersoll-Rand Company
Employee Savings Plan (the “Qualified Savings Plan”)
effective January 1, 2003 for employees employed by the
Company and certain subsidiaries and affiliates of the Company (the
“Employees”), under which benefits do not reflect
compensation of Employees in excess of the limitation imposed by
Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended (the “Code”) or compensation deferred under the
IR Executive Deferred Compensation Plan II (the “Deferral
Plan”). The Qualified Savings Plan is a continuation of the
Ingersoll-Rand Company Savings and Stock Investment
Plan.
The purpose of this Ingersoll-Rand
Company Supplemental Employee Savings Plan II (the
“Supplemental Savings Plan II”) is to provide a vehicle
under which Employees can be paid benefits that are supplemental to
benefits payable under the Qualified Savings Plan with respect to
compensation that is not taken into account under the Qualified
Savings Plan.
The Supplemental Savings Plan II is
a continuation of the amended and restated Ingersoll-Rand Company
Supplemental Employee Savings Plan (the “Predecessor
Plan”), which was formerly known as the Ingersoll-Rand
Company Supplemental Savings and Stock Investment Plan. The Company
has frozen the Predecessor Plan with respect to all deferrals to
the extent such deferrals would be subject to Section 409A of
the Code.
The Company now hereby adopts this
Supplemental Savings Plan II, effective January 1, 2005, to
provide for deferrals of amounts subject to Section 409A of
the Code on substantially the same terms as those provided under
the Predecessor Plan to the extent such terms are not inconsistent
with Section 409A of the Code. The Supplemental Savings Plan
II shall apply to amounts credited to Employees accounts hereunder
(including earnings on such amounts) with respect to compensation
earned after December 31, 2004 that, pursuant to the effective
date rules of Section 885(d) of the American Jobs Creation Act
of 2004 and Treasury Regulations section 1.409A-6(a) are subject to
Section 409A of the Code.
It is intended that this
Supplemental Savings Plan II be treated as “a plan which is
unfunded and is maintained by an employer primarily for the purpose
of providing deferred compensation for a select group of management
or highly compensated employees” within the meaning of the
Employee Retirement Income Security Act of 1974, as amended. To the
extent that Section 409A of the Code applies to the
Supplemental Savings Plan II, the terms of the Supplemental Savings
Plan II are intended to comply with Section 409A of the Code
and any regulations or other administrative guidance issued
thereunder, and such terms shall be interpreted and administered in
accordance therewith.
Unless otherwise indicated herein, capitalized
terms shall have the same meanings that they have under the
Qualified Savings Plan.
SECTION 1
PARTICIPATION
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1.1
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Participation. An Employee shall participate under this
Supplemental Savings Plan II if a Supplemental Company Contribution
is creditable to the Employee’s Account under
Section 2.2 with respect to compensation earned for any year
commencing after December 31, 2004.
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SECTION 2
ACCOUNTS/SUPPLEMENTAL
BENEFITS
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2.1
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Accounts. The Company shall establish on its books an
account for each Employee who participates in this Supplemental
Savings Plan II (each an “Employee Account”). Such
Employee Accounts shall be credited with Supplemental Company
Contributions in accordance with Sections 2.2 and 2.3
hereof.
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2.2
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Company
Contributions. An
Employee shall be entitled to receive a Supplemental Company
Contribution (credited as provided in Section 2.3) for any
year commencing after December 31, 2004 in which the
Employee’s Compensation for the year exceeds the limitation
provided under Section 401(a)(17) of the Code and/or did not
reflect compensation deferred under the Deferral Plan. The amount
of Supplemental Company Contributions credited to the Employee
Account for any such year shall equal (a) the Company Matching
Contributions for such year, calculated as if the limitations
described above did not apply, less (b) the Company Matching
Contributions made with respect to the Employee under the Qualified
Savings Plan.
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(a)
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For purposes
hereof, the following terms shall have the meanings set forth
below:
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(i)
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“Common
Stock” means the Class A common shares, par value $1.00
per share, of Ingersoll-Rand Company Limited, a Bermuda
company.
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(ii)
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“Common
Stock Unit” means the right to receive dividends in respect
of the Common Stock and the right to receive the Fair Market Value
of a Unit.
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(iii)
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“Fair
Market Value of a Unit” means the fair market value of one
unit of Common Stock as determined under the recordkeeping
procedures established for the Company Stock Fund under the
Qualified Savings Plan.
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(b)
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All
Supplemental Company Contributions shall be made by crediting to
the Employee Account of each Employee eligible to participate in
this Supplemental Savings Plan II such number of Common Stock Units
as will equal (i) the amount of Supplemental Company
Contributions to which such Employee is entitled pursuant to
Section 2.2, divided by (ii) the Fair Market Value of a
Unit on the date such Supplemental Company Contribution is made.
Crediting of Common Stock Units shall occur at the same time as
determined under the recordkeeping procedures established for the
Qualified Savings Plan.
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(c)
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On the date of
payment of each cash dividend in respect of the Common Stock, each
Employee Account shall be credited with additional Common Stock
Units in the same manner and at the same time as determined under
the recordkeeping procedures established for the Qualified Savings
Plan.
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(d)
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In the event of
any stock dividend on the Common Stock or any split-up or
combination of shares of the Common Stock, appropriate adjustment
shall be made by the Committee (hereinafter defined) in the
aggregate number of Common Stock Units credited to each Employee
Account.
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SECTION 3
VESTING
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3.1
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Vesting. An Employee shall at all times be fully vested
in his Employee Account.
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SECTION 4
DISTRIBUTIONS
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4.1
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Time of
Distribution.
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(a)
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An
Employee’s Employee Account shall be paid on the
Employee’s Payment Date. The Payment Date for any Employee
shall be the later of (a) the first business day of the first
calendar year following the date of the Employee’s separation
from service, or (b) the first business day that is six months
after the date of such Employee’s separation from service.
For purposes of this Section 4, the term “separation
from service” means a separation from service under the
general rules under Section 409A of the Code.
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(b)
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Any payment
under Section 4.1(a) shall be made to the Employee or, if the
Employee is not then living, to the Employee’s
beneficiary(ies) under the Qualified Savings Plan. Any payment to
such beneficiary(ies) shall be payable thirty (30) days after
the date of the Employee’s death, or as soon as practicable
thereafter.
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4.2
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Form of
Benefits. Benefits
pa
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