Exhibit 10.29
INGERSOLL-RAND
COMPANY
SUPPLEMENTAL PENSION PLAN
II
(EFFECTIVE JANUARY 1,
2005)
INTRODUCTION
Ingersoll-Rand Company (the
“Company”) maintains the Ingersoll-Rand Pension Plan
Number One (the “Qualified Pension Plan”) for salaried
employees employed by the Company and certain subsidiaries and
affiliates of the Company (the “Employees”), under
which benefits are subject to plan qualification limits imposed by
the Internal Revenue Code of 1986, as amended (the
“Code”).
The Company recognizes that in
certain circumstances it is desirable to provide pension benefits
to Employees that are supplemental to those provided by the
Qualified Pension Plan. The circumstances in which supplemental
benefits will be paid are:
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when the limitation on benefits
payable under the Company’s Qualified Pension Plan, as
specified in Section 415 of the Code (the “Section 415
Limits”), reduces the benefit otherwise payable under the
Qualified Pension Plan;
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when, effective for years after
1988, the limitation on the amount of compensation that may be
taken into account in determining benefits under the
Company’s Qualified Pension Plan, as specified in
Section 401(a)(17) of the Code (the “Section 401(a)(17)
Limit”), reduces the benefit otherwise payable under the
Qualified Pension Plan, and
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when the amount of compensation
that may be taken into account in determining benefits under the
Company’s Qualified Pension Plan due to deferrals under the
IR Executive Deferred Compensation Plan or the IR Executive
Deferred Compensation Plan II (collectively the “Deferral
Plan”) further reduces the benefit otherwise payable under
the Qualified Pension Plan.
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The Company hereby adopts this
Ingersoll-Rand Company Supplemental Pension Plan II (the
“Supplemental Pension Plan II”), effective
January 1, 2005, to provide supplemental pension benefits
subject to Section 409A of the Code on substantially the same
terms as those provided under the Ingersoll-Rand Company
Supplemental Pension Plan (the “Predecessor Plan”) to
the extent such terms are not inconsistent with Section 409A
of the Code. The Supplemental Pension Plan II applies to benefits
accrued or vested 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 Pension 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.
All capitalized terms that are not otherwise
defined herein shall have the same meaning as under the Qualified
Pension Plan. To the extent that Section 409A of the Code
applies to the Supplemental Pension Plan II, the terms of the
Supplemental Pension 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.
SECTION 1
SUPPLEMENTAL PLAN
BENEFITS
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1.1
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Excess
Pension Benefit. An
Employee shall be entitled to a benefit under this Supplemental
Pension Plan II only if his or her benefit determined under the
provisions of the Qualified Pension Plan is less than the amount
such benefit would have been if (i) the Section 415
Limits did not apply, (ii) the definition of Compensation
specified under the Qualified Pension Plan did not exclude
compensation after 1988 in excess of the Section 401(a)(17)
Limit, and (iii) the definition of Compensation specified
under the Qualified Pension Plan did not exclude compensation
deferred under the Deferral Plan.
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If an Employee’s benefit from
the Qualified Pension Plan is reduced as a result of any of the
conditions described in the preceding paragraph, the benefit to
which the Employee shall be entitled under this Supplemental
Pension Plan II shall be equal to (a) minus (b) minus
(c) where:
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(a)
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is the benefit
that would have been payable under the terms of the Qualified
Pension Plan, as a single life annuity with benefits payable
monthly, if (i) the Section 415 Limits did not apply,
(ii) the definition of Compensation specified under such
Qualified Pension Plan did not exclude compensation after 1988 in
excess of the Section 401(a)(17) Limit, and (iii) the
definition of Compensation specified under the Qualified Pension
Plan did not exclude compensation deferred under the Deferral
Plan;
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(b)
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is the benefit
actually payable as a single life annuity to the Employee under the
terms of the Qualified Pension Plan; and
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(c)
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is the benefit
payable to the Employee under the Predecessor Plan, expressed in
the same form and with the same commencement date as the benefit
payable to the Employee under this Supplemental Pension Plan
II.
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For purposes of this
Section 1.1, the single life annuity payable under the terms
of the Qualified Pension Plan and the benefit payable under the
Predecessor Plan shall be determined as of the Employee’s
Determination Date. The Determination Date shall be
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the first date following the
Employee’s separation from service (determined under the
general rules under Section 409A of the Code) on which the
Employee becomes eligible (or would have become eligible if the
Employee’s termination of service under the Qualified Pension
Plan had occurred on the date of such separation from service) to
begin receiving payment of benefits under the Qualified Pension
Plan, whether or not the Employee begins receiving benefits under
the Qualified Pension Plan on that date.
Notwithstanding the terms of
subparagraph (a), if an Employee elected by the Board of Directors
of the Company as an officer of the Company has attained age 62,
the amount determined under subparagraph (a) shall be
determined without regard to any reduction under the terms of the
Qualified Pension Plan by reason of the
