Exhibit 10.30
INGERSOLL-RAND
COMPANY
SUPPLEMENTAL EMPLOYEE SAVINGS
PLAN
(AMENDED AND RESTATED EFFECTIVE
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 (the “Deferral
Plan”).
The purpose of this amended and
restated Ingersoll-Rand Company Supplemental Employee Savings Plan,
which was formerly known as the Ingersoll-Rand Company Supplemental
Savings and Stock Investment Plan (the “Supplemental Savings
Plan”) is to provide a vehicle under which Employees can be
paid benefits which 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.
Effective August 1, 2002, the
liabilities under the Ingersoll-Rand Company Supplemental
Retirement Account Plan (the “Supplemental RAP”) were
merged into this Supplemental Savings Plan. This Supplemental
Savings Plan was last amended and restated effective
January 1, 2003 with respect to all Employees except those
Employees employed by The Torrington Company.
This Supplemental Savings Plan is
hereby amended and restated effective January 1, 2009. The
provisions of this Supplemental Savings Plan as in effect prior to
January 1, 2003 shall continue to apply to Employees of The
Torrington Company.
It is intended that this
Supplemental Savings Plan 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.
Unless otherwise indicated herein,
capitalized terms shall have the same meanings as they have under
the Qualified Savings Plan.
Notwithstanding any other provision
of this Supplemental Savings Plan to the contrary, the terms of
this Supplemental Savings Plan are limited to amounts credited to
Employees accounts hereunder (including earnings on such amounts)
with respect to compensation earned in years commencing prior to
January 1, 2005 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
not subject to the requirements of
Section 409A of the Code. Effective January 1, 2005, the
Company has established the Ingersoll-Rand Company Supplemental
Savings Plan II to provide similar supplemental benefits that are
subject to the requirements of Section 409A of the Code with
respect to compensation earned by Employees in years commencing
after December 31, 2004.
SECTION 1
PARTICIPATION
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1.1
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Participation. An Employee shall participate in this
Supplemental Savings Plan if a Supplemental Company Contribution
was credited or creditable to the Employee’s Account under
Section 2.2 with respect to compensation earned for any year
commencing before January 1, 2005. An Employee who had an
account under the Supplemental RAP merged into this Supplemental
Savings Plan on August 1, 2002 shall also be a participant in
this Plan.
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SECTION 2
ACCOUNTS/SUPPLEMENTAL
BENEFITS
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2.1
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Accounts. The Company shall maintain on its books an
account for each Employee who participates in this Supplemental
Savings Plan (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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The Company shall maintain on its
books an account for each Employee who had an account under the
Supplemental RAP merged into this Supplemental Savings Plan (each a
“Supplemental RAP Account”).
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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 before January 1, 2005 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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Contributions shall not be made to
the Supplemental RAP Account on or after January 1, 2003.
Contributions made to the Supplemental RAP Account prior to
January 1, 2003 were made in accordance with the provisions of
the Supplemental RAP in effect prior to January 1,
2003.
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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 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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2.4
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Interest on
Supplemental RAP Account.
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Unless and until the Company
establishes a trust pursuant to Section 6.1 hereof, the
amounts credited to each Supplemental RAP Account shall be credited
with interest at a rate equal to the rate of return earned by the
money market investment option available under the Qualified
Savings Plan and that is designated by the Committee as the
money
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market investment option that shall
apply for purposes of crediting interest under this
Section 2.4. To the extent the Company contributes funds on
behalf of an Employee to a trust established under Section 6.1
hereof, his Supplemental RAP Account hereunder shall be transferred
to an account within such trust and shall be credited with the rate
of return earned by the funds so contributed. Any unfunded portion
of the Supplemental RAP Account shall continue to be credited with
interest as provided above in this Section 2.4.
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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With respect to
terminations of employment by reason of death, disability,
retirement or otherwise occurring on or after May 29, 2003,
the amounts payable to an Employee from his Employee Account and/or
his Supplemental RAP Account hereunder shall be payable in a lump
sum on the Employee’s Payment Date. The Payment Date for any
Employee shall be the later of (a) the first business day of
the calendar year following the date of the Employee’s
termination of employment with the Company, or (b) the
f
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