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June
6, 2008 - revised June 10, 2008
Mr.
Steven Hochhauser
21282
East Saddle Rock Lane
Aurora,
CO 80016
Dear
Steve,
I
am pleased to present you with an offer for the position of
Senior Vice President and President Security Technologies
reporting to me. This offer is contingent on our favorable
review of supporting references, which we expect to complete
soon. This position will be located in Carmel, IN. You will be
presented to the Board of Directors at their first meeting
following your date of hire for election as a Senior Vice
President and Officer of Ingersoll-Rand Company Limited (the
“Company”) to take effect on the date of your
election. We look forward to your acceptance of this offer and
becoming a part of our team.
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1.
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Your
starting base salary will be at an annual rate of $525,000 (five
hundred, twenty-five thousand U.S. dollars) paid monthly effective
June 16, 2008.
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2.
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This
position is an “incentive eligible” position, which
means you will be eligible to participate in the Annual Incentive
Matrix (AIM) Program. Your annual opportunity is targeted at 90% of
base salary. The actual award that an individual may receive can be
higher or lower than the targeted amount depending upon individual
performance and the performance of the Company. For the performance
year 2008, your AIM award will be prorated based on the month that
you begin employment with us. Please see the enclosed AIM brochure
for further details on this program.
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3.
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You
will be recommended for a sign-on award of 50,000 (fifty thousand)
non-qualified stock options which will vest three years from date
of grant (“cliff vesting”). This award is subject to
approval by the Compensation Committee of the Company’s Board
of Directors (the “Committee”) and to the terms and
conditions of awards made under our Incentive Stock Plan. These
options will be priced at the fair market value of Ingersoll Rand
stock on the day the Committee considers and approves awards. Your
award recommendation will be considered by the Committee at their
first meeting following your first day of employment. The next
scheduled meeting of the Committee is August 6, 2008.
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Starting
with performance year 2008 (first awardable February 2009) you
will be eligible to receive stock option awards under the
Incentive Stock Plan as administered by the Compensation
Committee of the Board. Your annual opportunity is targeted at
100% of your base salary. Annual stock option awards are
contingent on and variable with your performance and the
Company’s financial performance, specifically, earnings
per share against plan. For the performance year 2008, your
stock option award will be based on a full year of service.
Please see the enclosed Stock Option brochure for further
details on this program.
| Steven
Hochhauser |
2
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June
10, 2008
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4.
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You
will be recommended to be a participant in the IR Performance Share
Program (PSP) for a target award level of 12,000 performance shares
starting performance year 2008, which will be awarded in February
2009. Awards under the IR Performance Share Program are both
contingent on and variable with achievement of specific objectives.
The objectives are established each year by the Chairman and
Compensation Committee of the Board of Directors. Individual awards
from this program will become 100% vested 12 months following the
award date and will be settled in Ingersoll Rand common stock. Your
PSP award opportunity for performance year 2008 (awarded February
2009) will be based on a full year consideration. Participation in
the PSP includes stock ownership requirements, which will be
described in greater detail upon your acceptance in the program by
the Compensation Committee.
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As
part of the Trane integration process, teams have been formed
to work on the development of compensation programs including
a redesigned Long Term Incentive Plan for the combined entity,
which are expected to be in place by January 1,
2009.
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5.
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You
will be eligible to participate in the IR Executive
Def
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