Exhibit 10.34
AMENDMENT TO THE
INGERSOLL-RAND
COMPANY
MANAGEMENT INCENTIVE UNIT
PLAN
WHEREAS, Ingersoll-Rand Company (the
“Company”) maintains the Ingersoll-Rand Company
Management Incentive Unit Plan (the “Plan”) to provide
benefits to certain individuals employed by the Company and its
subsidiaries; and
WHEREAS, no Management Incentive Unit Award has been made
under the Plan since 1990, and all previously unvested awards under
the Plan became vested on January 1, 2003; and
WHEREAS, under Article XV of the Plan, the Company has
reserved the right to amend or terminate the Plan at any
time;
WHEREAS, the Compensation Committee of the Board of
Directors of the Company has delegated authority to Administration
Committee of the Company’s non-qualified defined contribution
plans (the Non-Qualified DC Plans) authority to approve
non-material amendments to Non-Qualified DC Plans, including the
Plan;
WHEREAS , the Plan was amended on December 22, 2008
to ensure compliance with Section 409A of the Internal Revenue
Code (the “409A Amendment”);
WHEREAS , the 409A Amendment contained a
“scrivener’s error” mistakenly providing that no
further cash payments and Dividend Accruals would be credited to
Participant’s accounts after December 31, 2008;
and
WHERAS the Administration Committee desires to amend
the Plan to correct the aforesaid “scrivener’s
error”;
NOW, THEREFORE,
the Plan is hereby amended,
effective December 31, 2008 to provide that the following
language as set forth in the 409A Amendment shall be deleted in its
entirety an
