EXHIBIT
10(iii)(g)
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INGERSOLL-RAND COMPANY
RESTATED EXECUTIVE SUPPLEMENTARY RETIREMENT AGREEMENT
THIS AGREEMENT, effective as of the 2nd day of April,
1985, is by and between the Ingersoll-Rand Company of Woodcliff
Lake, New Jersey, hereinafter called the Company, and
, hereinafter called the Employee (certain
other definitions are defined in Schedule A, incorporated herein
by reference).
WHEREAS, the Company values the efforts, abilities and
accomplishments of the Employee as an important member of
management and recognizes that his future services are vital to
its continued growth and profits, and the Company in order to
retain the services of the Employee is willing to provide
benefits for him or for his designated beneficiary as set out
below,
WHEREAS, the Employee was heretofore eligible to
purchase life insurance coverage equal to times his
current salary and average incentive compensation for the most
recent five years under the Company's existing life insurance
plan, and as of January 1, 1985, his eligibility thereunder was
changed to two times said salary and incentive compensation base,
NOW, THEREFORE, it is mutually agreed that:
1. Subject to paragraph 5 hereof, the Company shall,
unless the Employee's employment has been terminated for "Cause",
pay the Employee (or in the event of the Employee's death, to his
beneficiary) the sum of in 120 equal monthly
installments. Such payments shall commence as of the first day
of the month following the month when the Employee attains age
65, or if later, upon termination of his employment.
2. If the Employee dies prior to commencement of
payments hereunder, the Company shall pay the sum of in
120 equal monthly installments to the beneficiary of the
Employee. The death benefit paid pursuant to this paragraph 2
shall commence as of the first day of the month following the
Employee's date of death.
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3. If the Employee becomes "Disabled" while employed
by the Company prior to commencement of payments hereunder, the
Company shall pay the sum of in 120 equal monthly
installments to the Employee (or in the event of the Employee's
death, to his beneficiary). Such payments shall terminate if the
Employee recovers from such disability, and following such
recovery, any eligibility for benefits which he might then or
subsequently have under paragraph 1 or 2 of this Agreement shall
be subject to the limitation contained in paragraph 4 below.
The disability benefit paid pursuant to this paragraph 3 shall
commence as of the first day of the month in which the Employee
becomes Disabled.
4. In no event shall the Employee, if he becomes
eligible for a benefit under paragraph 3, receive any benefit
under paragraphs 1 or 2 of the Agreement while a benefit is being
paid under paragraph 3. In no event shall the total payments
made by the Company to the Employee (and his beneficiary) under
paragraphs 1, 2, and 3 of this Agreement exceed the sum of .
5. In the event that an Employee who voluntarily
terminated employment with the Company (other than for "Good
Reason") engages in "Competition" with the Company within three
years after such termination of employment, no further benefits
shall be payable hereunder.
6. The Employee may designate a beneficiary in writing
to receive the benefits payable pursuant to this Agreement. Such
beneficiary may be changed by the Employee from time to time by
written notice delivered by the Employee to the Company. If no
designated beneficiary survives the Employee, any payments
pursuant to this Agreement made subsequent to the Employee's
death shall be made to the Employee's estate.
7. Neither the Employee nor any designated beneficiary
shall have any right to sell, assign, transfer or otherwise
convey the right to receive any payments hereunder.
8. Any payments under this Agreement shall be
independent of, and in addition to, those under any other plan,
program or agreement which may be in effect between the parties
hereto, or any other compensation payable to the Employee by the
Company. This Agreement shall not be construed as a contract of
employment nor does it restrict the right of the Company to
discharge the Employee or the right of the Employee to terminate
employment.
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9. The Company shall be under no obligation whatsoever
to purchase or maintain any contract, policy, or other asset to
provide the benefits under this Agreement. Furthermore, any
contract, policy or other asset which the Company may utilize to
assure itself of the funds to provide the benefits hereunder
shall not serve in any way as security to the Employee for the
Company's performance under this Agreement. The rights accruing
to the Employee or his designated beneficiary shall be solely
those of an unsecured creditor of the Company. The law of the
State of New Jersey shall govern this Agreement.
10. The Company agrees that it will not merge,
consolidate, or combine with any other business entity unless and
until the succeeding or continuing corporation or business entity
expressly assumes and confirms in writing the obligations of the
Company to the Employee under this Agreement.
11. This restated Agreement supersedes and restates
the Executive Supplemental Retirement Agreement of same date and
may not be amended except by a written agreement signed by the
Company and the Employee.
12. Where appropriate in this Agreement, words used in
the singular shall include the plural and words used in the
masculine shall include the feminine.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement effective as of the day and year first hereinabove
written.
______________________
Employee
Ingersoll-Rand Company
______________________
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10(iii)(g)
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Schedule A
Certain Definitions
As used in this Agreement, the following terms have the
meanings indicated:
"Cause" shall be limited to (a) action by the Employee
involving willful criminal misconduct, or (b) the Employee being
convicted of a felony, in each case having a material adverse
effect on the Company.
"Competition" shall mean performance, without the prior
written consent of the Company, of services as an officer,
employee, agent or consultant in a business that is directly
competitive with any business of the Company with respect to
which the Employee had responsibility while he was employed by
the Company.
"Disabled" as applied to the Employee, means that (a)
he has been totally incapacitated by bodily injury or disease so
as to be prevented thereby from engaging in any occupation or
employment for remuneration or profit, (b) such total incapacity
shall have continued for a period of six consecutive months and
(c) such total incapacity will, in the opinion of a qualified
physician, be permanent and continuous during the remainder of
the Employee's life.
"Good Reason" shall mean any of the following (without
the Employee's express prior written consent):
(i) The assignment to the Employee by the Company of
duties inconsistent with the Employee's positions immediately
prior to such assignment, duties, responsibilities, titles or
offices or any removal of the Employee from or any failure to
re-elect the Employee to any of such positions, except in
connection with the termination of the Employee's employment for
Cause, Disability, or as a result of the Employee's death or by
the Employee other than for Good Reason;
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(ii) A reduction by the Company of the Employee's base
salary as in effect at the date hereof or as the same may have
been increased prior to such reduction;
(iii) A failure by the Company to continue any bonus
plans in which the Employee may be entitled to participate during
employment (the "Bonus Plans") (provided that such plans may be
modified from time to time but shall be deemed terminated if they
do not remain substantially in the forms in effect when such
plans are adopted) or plans providing the Employee with
substantially similar benefits ("Substitute Plans"), or a failure
by the Company to continue the Employee as a participant in the
Bonus Plans or the Substitute Plans on at least the same basis as
the Employee participates at the dates of adoption of the Bonus
Plans or Substitute Plans, respectively;
(iv) A relocation of the Company's principal executive
offices to a location that is more than 35 miles farther from the
Employee's residence at the date hereof or the Company's
requiring the Employee to be based anywhere other than the
location at which the Employee at the date hereof performs the
Employee's duties, except for required travel on the Company's
business to an extent substantially consistent with the
Employee's business travel obligations at the date hereof or any
adverse change in the office assignment or secretarial and other
support accorded to the Employee at the date hereof;
(v) A failure by the Company to continue in effect any
benefit or compensation plan or stock option plan (including any
pension, profit sharing, bonus, life insurance, health,
accidental death or dismemberment or disability plan) in which
the Employee is participating at the date hereof (or in the case
of plans adopted after the date hereof and providing a type of
benefit not provided by the Company at the date hereof, at the
respective dates of adoption of such plans) or plans providing
the Employee with substantially similar benefits or the taking of
any action by the Company which would adversely affect the
Employee's participation in or reduce the Employee's benefits
under any of such plans;
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(vi) The taking of any action of the Company which
would deprive the Employee of any material fringe benefit enjoyed
by the Employee at the date hereof (or in the case of a fringe
benefit not provided by the Company on date hereof, at the
respective dates of adoption of such plans first providing such
fringe benefits) or the failure by the Company to provide the
Employee with the number of paid vacation days to which the
Employee is entitled in accordance with the Company's practices
at the date hereof;
(vii) The failure by the Company to obtain the
specific assumption of this Agreement by any successor or
assignee of the Company or any person acquiring substantially all
of the Company's assets.
ADDENDUM TO THE RESTATED EXECUTIVE SUPPLEMENTAL
RETIREMENT AGREEMENT (the "Agreement")
DATED EFFECTIVE AS OF APRIL 2, 1985
BETWEEN INGERSOLL-RAND COMPANY (the "Company")
AND (the "Employee")
The Company hereby agrees that should Employee die prior to
May 30, 1997, any death benefit payments owing to Employee's
beneficiary pursuant to paragraphs 1, 2, or 3, of the above
referenced Agreement shall be increased by (the
"Additional Death Benefit"). The Additional Death Benefit shall
be paid to Employee's designated beneficiary (i) in equal monthly
installments over the same 120 monthly periods in which death
benefits are to be paid pursuant to paragraph 2 of the Agreement,
and (ii) in equal monthly installments over the same monthly
periods remaining for installment payments where death benefits
are to be paid under either paragraph 1 or 3 of the Agreement.
Dated: Effective June 1, 1987 Ingersoll-Rand Company
______________________
______________________
Employee
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