Exhibit 10.1
INGERSOLL-RAND COMPANY
LIMITED
INCENTIVE STOCK PLAN OF
2007
(Amended and Restated as of
June 3, 2009)
1. Purpose of the
Plan
The purpose of the Plan is to aid
the Company and its Affiliates in recruiting and retaining key
employees and directors and to motivate such employees and
directors to exert their best efforts on behalf of the Company and
its Affiliates by providing incentives through the granting of
Awards. The Company expects that it will benefit from the added
interest which such key employees and directors will have in the
welfare of the Company as a result of their proprietary interest in
the Company’s success.
2. Definitions
The following capitalized terms used
in the Plan have the respective meanings set forth in this
Section:
(a) Act
: The Securities Exchange Act of 1934, as
amended, or any successor thereto.
(b) Affiliate
: With respect to the Company, any Person or
entity directly or indirectly controlling, controlled by, or under
common control with, the Company or any other Person or entity
designated by the Board in which the Company or an Affiliate has an
interest.
(c) Associate
: With respect to a specified Person, means
(i) any corporation, partnership, or other organization of
which such specified Person is an officer or partner; (ii) any
trust or other estate in which such specified Person has a
substantial beneficial interest or as to which such specified
Person serves as trustee or in a similar fiduciary capacity;
(iii) any relative or spouse of such specified Person, or any
relative of such spouse who has the same home as such specified
Person, or who is a director or officer of the Company or any of
its Subsidiaries; and (iv) any Person who is a director,
officer, or partner of such specified Person or of any corporation
(other than the Company or any wholly-owned Subsidiary),
partnership or other entity which is an Affiliate of such specified
person.
(d) Award
: An Option, Stock Appreciation Right or
Other Stock-Based Award granted pursuant to the Plan.
(e) Beneficial Owner
: A “beneficial owner”, as such
term is defined in Rule 13d-3 under the Act (or any successor rule
thereto) provided , however , that any individual,
corporation, partnership, group, association or other Person or
entity which has the right to acquire any of the Company’s
outstanding securities entitled to vote generally in election of
directors at any time in the future, whether such right is
contingent or absolute, pursuant to any agreement, arrangement or
understanding or upon exercise of conversion rights, warrants or
options, or otherwise, shall be deemed the Beneficial Owner of such
securities.
(f) Board
: The Board of Directors of the
Company.
(g) Change in Control
: The date (i) any individual,
corporation, partnership, group, association or other person or
entity, together with its Affiliates and Associates (other than a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or Ingersoll-Rand Company, a New Jersey
corporation), is or becomes the Beneficial Owner of securities of
the Company representing 30% or more of the combined voting power
of the Company’s Voting Securities; (ii) the Continuing
Directors fail to constitute a majority of the members of the
Board; (iii) of consummation of any transaction or series of
transactions under which the Company is merged or consolidated with
any other company which is not an Affiliate; (iv) of any sale,
lease, exchange or other transfer, in one transaction or a series
of related transactions, of all, or substantially all, of the
assets of the Company, other than any sale, lease, exchange
or
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other transfer to any Person or
entity where the Company owns, directly or indirectly, at least 80%
of the combined voting power of the Voting Securities of such
Person or entity or its parent corporation after any such transfer;
or (v) any other event that the Continuing Directors determine
to be a Change in Control; provided , however , that
in the case of a transaction described in (i), (iii) or (v),
above, there shall not be a Change in Control if the shareholders
of the Company immediately prior to any such transaction own (or
continue to own by remaining outstanding or by being converted into
Voting Securities of the surviving entity or parent entity) more
than 50% of the combined voting power of the Voting Securities of
the Company, the surviving entity or any parent of either
immediately following such transaction, in substantially the same
proportion to each other as prior to such transaction.
(h) Code
: The Internal Revenue Code of 1986, as
amended, or any successor thereto.
(i) Committee
: The Compensation Committee of the Board
(or a subcommittee thereof), or such other committee of the Board
(including, without limitation, the full Board) to which the Board
has delegated power to act under or pursuant to the provisions of
the Plan.
(j) Company
: Ingersoll-Rand Company Limited, a Bermuda
company and any successor thereto.
(k) Continuing Directors
: A director who either was a member of the
Board on December 1, 2006 or who became a member of the Board
subsequent to such date and whose election, or nomination for
election by the Company’s shareholders, was Duly Approved by
the Continuing Directors on the Board at the time of such
nomination or election, either by a specific vote or by approval of
the proxy statement issued by the Company on behalf of the Board in
which such person is named as nominee for director, without due
objection to such nomination, 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 or
entity other than the Board.
(l) Duly Approved by the
Continuing Directors : An action
approved by the vote of at least two-thirds of the Continuing
Directors then on the Board.
(m) Effective Date
: June 1, 2007.
(n) Fair Market Value
: On a given date, (i) if there should
be a public market for the Shares on such date, the average between
the high and low price of the Shares as reported on such date on
the Composite Tape of the principal national securities exchange on
which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on any national securities
exchange, the arithmetic mean of the per Share closing bid price
and per Share closing asked price on such date as quoted on the
National Association of Securities Dealers Automated Quotation
System (or such market in which such prices are regularly quoted)
(the “NASDAQ”), or, if no sale of Shares shall have
been reported on the Composite Tape of any national securities
exchange or quoted on the NASDAQ on such date, then the immediately
preceding date on which sales of the Shares have been so reported
or quoted shall be used, and (ii) if there should not be a
public market for the Shares on such date, the Fair Market Value
shall be the value established by the Committee in good
faith.
(o) Full Value Awards
: Awards of Shares under the Plan (including
any future grants of restricted stock or phantom stock) that are
not awards of Options or Stock Appreciation Rights.
(p) ISO
: An Option that is also an incentive stock
option granted pursuant to Section 6(d) of the
Plan.
(q) Option
: A stock option granted pursuant to
Section 6 of the Plan.
(r) Option Price
: The purchase price per Share of an Option,
as determined pursuant to Section 6(a) of the Plan.
(s) Other Stock-Based Awards
: Awards granted pursuant to Section 8
of the Plan.
(t) Participant
: An employee or director who is selected by
the Committee to participate in the Plan.
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(u) Performance-Based Awards
: Certain Other Stock-Based Awards granted
pursuant to Section 8(b) of the Plan.
(v) Person
: A “person”, as such term is
used for purposes of Section 13(d) or 14(d) of the Act (or any
successor section thereto), including any Affiliate or Associate of
the Company.
(w) Plan
: The Ingersoll-Rand Company Limited
Incentive Stock Plan of 2007, as from time to time amended and then
in effect.
(x) Shares
: Class A common shares of the
Company.
(y) Stock Appreciation Right
: A stock appreciation right granted
pursuant to Section 7 of the Plan.
(z) Subsidiary
: A subsidiary corporation, as defined in
Section 424(f) of the Code (or any successor section
thereto).
(aa) Voting Securities
: The outstanding securities entitled to
vote generally in election of directors.
3. Shares Subject to the
Plan
Subject to Section 9, the total
number of Shares which may be issued under the Plan is 27,000,000
and the maximum number of Shares for which ISOs may be granted is
20% of the total number of Shares which may be issued under the
Plan. For Awards granted prior to June 3, 2009, not more than
25% shall be in the form of Full Value Awards. With respect to
Awards granted on or after June 3, 2009, to the extent any
Shares are granted as Full Value Awards, each such Share shall
count as 2.05 Shares for purposes of the overall limit on Shares
available for further grants under the Plan. The Shares may
consist, in whole or in part, of unissued Shares or treasury
Shares. The actual issuance of Shares upon the exercise of an Award
or in consideration of the cancellation or termination of an Award
shall reduce the number of Shares available for grant under the
Plan (i) in the case of Awards granted on or after
June 3, 2009, with a reduction of 2.05 Shares for every Share
previously granted as a Full Value Award and a reduction of one
Share for every Share previously granted as an Award of Options or
Stock Appreciation Rights and (ii) in the case of Awards
granted prior to June 3, 2009, with a reduction of one Share
for every Share previously granted as an Award. In the event all or
any portion of an Award is terminated or lapses without the payment
of consideration, the number of Shares not issued that were
originally deducted for such Award pursuant to this Section 3
shall be restored and may again be used for Awards under the Plan.
In the event that Shares are retained or are otherwise not issued
by the Company in order to satisfy tax withholding obligations in
connection with Full Value Awards (i.e. Awards other than Stock
Options or Stock Appreciation Rights), the number of Shares so
retained or not issued that were originally deducted for such Award
pursuant to this Section 3 shall be restored and may again be used
for Awards under the Plan. Shares subject to an Award under the
Plan may not be available again for issuance under the Plan if such
Shares are retained or otherwise not issued by the Company in order
to satisfy tax withholding obligations in connection with Stock
Options or Stock Appreciation Rights.
4. Administration
The Plan shall be administered by
the Committee, which may delegate its duties and powers in whole or
in part to any subcommittee thereof consisting solely of at least
two individuals who are intended to qualify as “Non-Employee
Directors” within the meaning of Rule 16b-3 under the Act (or
any successor rule thereto), “independent directors”
within the meaning of The New York Stock Exchange’s listed
company rules and “outside directors” within the
meaning of Section 162(m) of the Code (or any successor
section thereto). Additionally, the Committee may delegate the
authority to grant Awards under the Plan to any employee or group
of employees of the Company or an Affiliate; provided ,
however , that such delegation and grants are consistent
with applicable law and guidelines established by the Committee
from time to time. Awards may, in the discretion of the Committee,
be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by a company acquired by the
Company or with which the Company and/or any of its Affiliates
combines. The number of Shares underlying such substitute awards
shall be counted against the aggregate number of Shares available
for Awards under the Plan. The Committee is authorized to interpret
the
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Plan, to establish, amend and rescind any rules
and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in
the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within
its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors). The Committee
shall have the full power and authority to establish the terms and
conditions of any Award consistent with the provisions of the Plan
and to waive any such terms and conditions at any time (including,
without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it
may determine to be necessary for federal, state, local or other
taxes as a result of the exercise, grant or vesting of an Award.
The Committee shall not be required to issue any Award under the
Plan until such obligations described in the previous sentence have
been satisfied in full. In no event shall the Committee cancel any
outstanding Option or Stock Appreciation Right for the purpose of
reissuing such Option or Stock Appreciation Right to the
Participant at a lower exercise price nor shall the Committee
reduce the exercise price of an outstanding Option or Stock
Appreciation Right.
5. Limitations
No Award may be granted under the
Plan after the tenth anniversary of the Effective Date, but
Awa
