Exhibit 10.28
INGERSOLL-RAND
COMPANY
SUPPLEMENTAL PENSION
PLAN
(AMENDED AND RESTATED 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 which 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 (the “Deferral
Plan”) further reduces the benefit otherwise payable under
the Qualified Pension Plan.
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Accordingly, the Company maintains
this Supplemental Pension Plan to provide a vehicle under which
supplemental benefits can be paid to salaried employees employed by
the Company and certain subsidiaries and affiliates of the Company.
This Supplemental Pension Plan was amended and restated effective
for all persons who retire or otherwise terminate employment on or
after January 1, 2003, except those persons employed by The
Torrington Company, and superseded the provisions of the
Company’s Supplemental Pension Plan maintained by the Company
prior to January 1, 2003. This Supplemental Pension Plan is
hereby amended and restated effective January 1, 2005. The
provisions of the Supplemental Pension Plan, as in effect prior to
January 1, 2003 shall continue to be applicable to persons
employed by The Torrington Company.
Notwithstanding any other provision
of this Supplemental Pension Plan to the contrary, no benefit shall
be payable under this Supplemental Pension Plan if, 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) such benefit would be subject to Section 409A of
the Code. Accordingly, the benefits payable under this Supplemental
Pension Plan shall be limited (as further defined herein) to the
benefits accrued and vested hereunder as of December 31, 2004,
and all additional benefits of the kind provided hereunder shall be
provided under the terms of the Ingersoll-Rand Company Supplemental
Pension Plan II.
It is intended that this
Supplemental Pension 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.
All capitalized terms that are not
otherwise defined herein shall have the same meaning as under the
Qualified Pension Plan.
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 only if his or her benefit determined under 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 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 such 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 amount of
benefit to which the Employee shall be entitled to receive under
this Supplemental Pension Plan shall be determined based on the
excess of (a) over (b) where:
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(a)
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is the benefit
which 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 the
Qualified Pension Plan did not exclude compensation after 1988 in
excess of the Section 401(a)(17) Limit, (iii) the
definition of Compensation specified under the Qualified Pension
Plan did not exclude compensation deferred under the Deferral Plan;
and (iv) the Employee had terminated service for purposes of
the accrual and vesting of benefits under the Qualified Pension
Plan on December 31, 2004; and
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(b)
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is the benefit
which would have been payable as a single life annuity to the
Employee under the terms of the Qualified Pension Plan if the
Employee had terminated service for purposes of the accrual and
vesting of benefits under the Qualified Pension Plan on
December 31, 2004.
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Notwithstanding the terms of
subparagraph (a), if an Employee elected by the Board of Directors
of the Company as an officer of the Company attained age 62 on or
before December 31, 2004, 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 Employee’s Determination Date having preceded his
Normal Retirement Date under the Qualified Pension Plan.
SECTION 2
VESTING
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2.1
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Vesting. An Employee shall be vested in the benefit
provided under Section 1.1 of this Supplemental Pension Plan
in accordance with the vesting provisions of the Qualified Pension
Plan, but disregarding any vesting credit the Employee may
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