Exhibit 10.52
IR-LIMITED DIRECTOR DEFERRED
COMPENSATION
AND STOCK AWARD PLAN
II
[As Amended and Restated Effective
January 1, 2009]
TABLE OF CONTENTS
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SECTION 1 - STATEMENT OF PURPOSE
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1
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SECTION 2 - DEFINITIONS
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2.1
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Account
Balance
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2
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2.2
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Beneficiary
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2
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2.3
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Beneficiary
Designation Form
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2
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2.4
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Board
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2
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2.5
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Code
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2
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2.6
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Deferral
Account
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2
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2.7
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Deferral
Amount
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2
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2.8
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Deferred IR
Stock Award Account
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2
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2.9
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Election
Form
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2
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2.10
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Fees
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3
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2.11
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Investment
Option Subaccounts
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3
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2.12
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IR
Stock
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3
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2.13
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IR Stock
Account
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3
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2.14
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Participant
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3
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2.15
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Plan
Year
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3
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2.16
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Retirement
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3
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2.17
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Return
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3
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2.18
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Separation from
Service
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3
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2.19
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Supplemental
Contribution
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3
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2.20
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Supplemental
Contribution Account
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3
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2.21
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Trust
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3
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SECTION 3 - PARTICIPATION, DEFERRAL ELECTION
AND INVESTMENT ELECTION
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3.1
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Participation
and Deferral Election
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4
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3.2
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Investment
Election
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4
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3.3
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Duration of
Elections
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5
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3.4
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Cessation of
Deferrals
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5
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SECTION 4 - VESTING
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4.1
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Deferral
Amounts
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5
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4.2
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Supplemental
Contributions
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5
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4.3
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Mandatory Fee
Deferrals
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6
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(i)
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SECTION 5 - ACCOUNTS AND
VALUATIONS
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5.1
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Deferral
Accounts
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6
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5.2
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Supplemental
Contribution Accounts
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6
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5.3
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IR Stock
Accounts
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7
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5.4
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Valuation of
Account Balance in Event of Change in Control
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8
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5.5
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Changes in
Capitalization
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8
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5.6
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Accounts are
Bookkeeping Entries
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8
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5.7
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Mandatory Fee
Deferral
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9
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SECTION 6 - DISTRIBUTION OF
ACCOUNTS
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6.1
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Termination,
Retirement and Death
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9
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6.2
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Scheduled
Distributions
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11
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6.3
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Prohibition of
Accelerations
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11
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6.4
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Medium of
Payments
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11
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6.5
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Change in
Control
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12
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6.6
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Taxes;
Withholding
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12
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6.7
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Treatment of
Installments; Date of Distribution
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12
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6.8
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Timing of
Initial Election Forms
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12
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6.9
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Transition
Period Elections
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12
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SECTION 7 - BENEFICIARY
DESIGNATION
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13
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SECTION 8 - AMENDMENT AND TERMINATION OF
PLAN
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8.1
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Amendment
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13
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8.2
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Termination of
Plan
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13
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SECTION 9 - MISCELLANEOUS
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9.1
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Unsecured
General Creditor
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14
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9.2
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Entire
Agreement; Successors
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14
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9.3
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Non-Assignability
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15
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9.4
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Authorization
and Source of Shares
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15
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9.5
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Singular and
Plural
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15
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9.6
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Captions
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15
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9.7
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Applicable
Law
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15
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9.8
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Severability
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15
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(ii)
IR-Limited Director Deferred
Compensation and Stock Award Plan II
As Amended and Restated Effective
January 1, 2009
SECTION 1
STATEMENT OF
PURPOSE
The purpose of the IR-Limited
Director Deferred Compensation and Stock Award Plan II (the
“Plan”) is to further increase the mutuality of
interest between Ingersoll-Rand Company Limited, a Bermuda company
(the “Company”), its non-employee members of the Board
(“Non-employee Directors”) and members by providing its
Non-employee Directors the opportunity to elect to defer receipt of
cash compensation. The Plan shall be unfunded for tax purposes. To
the extent Code Section 409A applies to the Plan, the terms of
the Plan are intended to comply with that provision, and the terms
of the Plan shall be interpreted and administered in accordance
therewith.
The Plan is a successor to the
IR-Limited Director Deferred Compensation and Stock Award Plan (the
“Predecessor Plan”). The Predecessor Plan, which
previously was known as the Ingersoll-Rand Company Directors
Deferred Compensation and Stock Award Plan, became effective on
January 1, 1997, was amended and restated effective
January 1, 2001.
On December 31, 2004, the
Company froze the Predecessor Plan with respect to all deferrals to
the extent such deferrals would otherwise be subject to Code
Section 409A (including amounts that were credited under the
Predecessor Plan as of December 31, 2004 but were not
grandfathered with respect to Code Section 409A). Also on
December 31, 2004, the Company adopted the Plan to provide for
deferrals of amounts subject to Code Section 409A (including
amounts that were credited under the Predecessor Plan as of
December 31, 2004 but were not grandfathered with respect to
Code Section 409A) on substantially the same terms as those
provided under the Predecessor Plan to the extent such terms are
not inconsistent with Code Section 409A.
The Company amended and restated the
Plan in its entirety, effective August 1, 2007, to conform the
terms of the Plan to the requirements of the regulations under Code
Section 409A. This further amendment and restatement is
generally effective January 1, 2009. The Plan applies to
(i) amounts initially deferred hereunder on or after
January 1, 2005, (ii) amounts initially credited to the
Predecessor Plan before January 1, 2005 that, pursuant to the
effective-date rules of Code Section 409A, are subject to the
provisions of Code Section 409A, and (iii) investment
earnings allocable to amounts described in (i) and (ii).
Notwithstanding any other provision of this Plan, no amount will be
deferred or credited under this Plan with respect to a Participant
for a Plan Year if such amount is properly deferred or credited
with respect to such Participant for such Plan Year under the
Predecessor Plan.
1
SECTION 2
DEFINITIONS
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2.1
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“Account Balance ” means, for each Plan Year, a credit on
the records of the Company equal to the sum of the value of a
Participant’s Deferral Account, Deferred IR Stock Award
Account, Supplemental Contribution Account and IR Stock Account for
such Plan Year. The Account Balance shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement
and determination of the amounts to be paid to a Participant, or to
the Participant’s designated Beneficiary, pursuant to the
Plan.
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2.2
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“Beneficiary”
means the person or persons
designated as such in accordance with Section 7.
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2.3
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“Beneficiary Designation
Form” means the
form established from time to time by the Company that a
Participant completes and returns to the Secretary of the Company
to designate one or more Beneficiaries.
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2.4
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“Board” means the Board of Directors of the
Company.
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2.5
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“Code” means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations and other
administrative guidance issued thereunder.
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2.6
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“Deferral Account”
means, for each Plan Year,
(i) the sum of all of a Participant’s Deferral Amounts
(other than amounts deferred pursuant to Section 5.7), plus
(ii) amounts credited in accordance with all the applicable
crediting provisions of the Plan that relate to the
Participant’s Deferral Account, less (iii) all
distributions made to the Participant or to the Participant’s
Beneficiary pursuant to the Plan that relate to the
Participant’s Deferral Account.
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2.7
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“Deferral Amount”
means the amount of Fees actually
deferred under the Plan by the Participant pursuant to
Section 3.1 and the amount of Fees automatically deferred
pursuant to Section 5.7 for any one Plan Year.
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2.8
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“Deferred IR Stock Award
Account” means, for
each Plan Year, all of a Participant’s amounts deferred
pursuant to Section 5.7.
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2.9
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“Election Form”
means the form or forms established
from time to time by the Company that a Participant completes,
signs and returns to the Secretary of the Company to make an
election under the Plan. An Election Form also includes any other
method approved by the Company that a Participant may use to make
an election under the Plan. The terms and conditions specified in
the Election Form(s) are incorporated by reference herein and form
a part of the Plan. If there is a conflict between the Election
Form and the Plan, the terms of the Plan shall control and
govern.
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2
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2.10
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“Fees” means retainer and meeting fees payable to
Non-employee Directors.
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2.11
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“Investment Option
Subaccounts” means
the separate subaccounts, each of which corresponds to an
investment option elected by the Participant with respect to a
Participant’s Deferral Accounts.
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2.12
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“IR
Stock ” means the
Class A common shares, par value $1.00 per share, of the
Company.
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2.13
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“IR
Stock Account” means, for each Plan Year, (i) the sum of
all of a Participant’s Deferral Amounts that are deemed to be
invested in IR Stock, plus (ii) amounts credited in accordance
with all the applicable crediting provisions of the Plan that
relate to the Participant’s IR Stock Account, less
(iii) all distributions made to the Participant or to the
Participant’s Beneficiary pursuant to the Plan that relate to
the Participant’s IR Stock Account.
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2.14
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“Participant”
means a Non-employee Director
participating in the Plan in accordance with the provisions of
Section 3.
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2.15
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“Plan
Year” means a
calendar year.
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2.16
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“Retirement ” means retirement in accordance with the
Board’s retirement policy for Non-employee
Directors.
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2.17
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“Return” means, for each investment option, an amount
equal to the net investment return (including changes in value and
distributions) for each such investment option during each business
day.
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2.18
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“
Separation from Service” means a separation from
service under the rules under Code Section 409A(a)(2)(A)(i),
applicable to corporate directors.
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2.19
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“Supplemental
Contribution” means
an additional amount to be credited to a Participant’s
Supplemental Contribution Account equal to twenty percent
(20%) of the Participant’s Fees that are deferred under
Section 3.1 of the Plan for a Plan Year by the Participant and
is, at the time of making the deferral election, elected to be
invested in the Participant’s IR Stock Account.
Notwithstanding the foregoing, effective August 2, 2006, no
additional Supplemental Contributions shall be credited under the
Plan with respect to any Participant.
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2.20
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“Supplemental Contribution
Account” means, for
each Plan Year, (i) the sum of all of a Participant’s
Supplemental Contributions, plus (ii) amounts credited in
accordance with all the applicable crediting provisions of the Plan
that relate to the Participant’s Supplemental Contribution
Account, less (iii) all distributions made to the Participant
or to the Participant’s Beneficiary pursuant to the Plan that
relate to the Participant’s Supplemental Contribution
Account.
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2.21
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“Trust” means the IR Grantor Trust Agreement, dated as
of January 1, 2001 between the Company and the trustee named
therein, as amended from time to time.
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3
SECTION 3
PARTICIPATION, DEFERRAL ELECTION
AND INVESTMENT ELECTION
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3.1
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Participation and Deferral Election
. Non-employee Directors may elect
to participate in the Plan for a given Plan Year by filing a
completed Election Form for the Plan Year in the manner prescribed
by the Secretary of the Company. The Election Form must specify the
percentage or dollar amount of any Deferral Amount otherwise
payable during such Plan Year that will be deferred under the
Plan.
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Any election to defer a Deferral
Amount otherwise payable for services provided by a Non-Employee
Director during a Plan Year is irrevocable upon the filing of the
Election Form, and must be properly completed and filed no later
than: (i) the December 31 immediately preceding such Plan
Year; or (ii) with respect to a new Non-employee Director who
is described in Code Section 409A(a)(4)(B)(ii), before the
earlier of the effective date of his or her election to the Board
or the 30th day after such new Non-employee Director first becomes
eligible to participate in the Plan (provided that such election
shall relate only to amounts earned subsequent to the date such
Election Form is filed).
A Non-employee Director who fails to
file a properly completed Election Form by such date will be
ineligible to defer a Deferral Amount under the Plan for the
following Plan Year. In addition, the Company may establish from
time to time such other enrollment requirements as it determines
are necessary or proper.
If the Company determines in good
faith that a Participant no longer qualifies as a Non-employee
Director, the Participant shall not be permitted to make any future
deferral election under this Section 3.1 for any future Plan
Year.
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3.2
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Investment
Election . In accordance
with procedures established by the Company, prior to the time a
Participant’s Deferral Amounts are credited to a
Participant’s Deferral Account pursuant to Section 5.1,
the Participant shall designate, on an Election Form, the types of
investment options in which the Participant’s Deferral
Amounts, other than Fees deferred under Section 5.7, will be
deemed to be invested for purposes of determining the amount of
earnings to be credited to the Participant’s Deferral Account
and, with respect to Deferral Amounts that are designated by the
Participant to be deemed to be invested in IR Stock, the IR Stock
Account.
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Subject to Section 5.3, in
making the designations pursuant to this Section, the Participant
may specify that all or any portion of the Participant’s
Deferral Amount, other than Fees deferred under Section 5.7,
be deemed to be invested, in
4
whole percentage increments, in one
or more of the types of investment options provided under the Plan.
A Participant may change the designation made under this Section
with respect to prior and/or future Deferral Amounts by filing an
Election Form no later than the time specified by the Secretary of
the Company, to be effective as of the first business day of the
following month. If a Participant fails to elect a type of
investment option under this Section, he or she shall be deemed to
have elected the investment option designated by the Company as the
default investment option.
A Participant shall not be permitted
to make any election under this Section 3.2 with respect to
any Fees deferred under Section 5.7.
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3.3
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Duration of
Elections. Notwithstanding anything to the contrary:
(a) any election under Section 3.1 (including a failure
to make an election) shall remain in effect from Plan Year to Plan
Year unless a written request to modify or terminate that election
for a subsequent Plan Year is submitted to the Secretary of the
Company in accordance with Section 3.1; and (b) any
election under Section 3.2 (including a failure to make an
election) shall remain in effect from Plan Year to Plan Year unless
a written request to modify or terminate that election is submitted
to the Secretary of the Company, which request shall be effective
as to any Deferral Amount credited to the Participant’s
Deferral Account 30 or more days after such written request is
submitted to the Secretary of the Company; provided that nothing in
this Section 3.3(b) shall permit a Participant to make such a
written request as to the deemed investment of Fees deferred under
Section 5.7.
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3.4
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Cessation of
Deferrals. Notwithstanding the foregoing, no Election Form
of a Non-Employee Director will be given effect for any period
after December 31, 2008, and no Deferral Amount (including any
mandatory fee deferral under Section 5.7 of the Plan) shall be
credited to a Participant’s Deferral Account with respect to
services performed by a Non-Employee Director after
December 31, 2008.
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SECTION 4
VESTING
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4.1
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Deferral
Amounts . A Participant
shall be fully vested in his or her Deferral Account.
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4.2
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Supplemental
Contributions . A
Participant shall vest in his or her Supplemental Contribution
Account on the earliest of: (i) the fifth anniversary of the
date the Supplemental Contribution is credited to the
Participant’s Supplemental Contribution Account;
(ii) the date of the Participant’s cessation of service
on the Board by reason of Retirement or death; (iii) a Change
in Control pursuant to Section 6.5; or
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