EXHIBIT 10.22
FIRST AMENDMENT
TO THE
INGERSOLL-RAND COMPANY ELECTED OFFICERS SUPPLEMENTAL PROGRAM
WHEREAS, Ingersoll-Rand Company ("Company") maintains the
Ingersoll-Rand Company Elected Officers Supplemental Program,
effective June 30, 1995 (the "Program"), for the benefit of its
eligible employees; and
WHEREAS, the Board of Directors of the Company retained the right
to amend the Program pursuant to Section 8.1 thereof; and
WHEREAS, the Board of Directors of the Company, acting through
its Compensation & Nominating Committee, desires to amend the
Program;
NOW, THEREFORE, the Program is hereby amended in the following
respects, effective January 1, 1997:
1. The following new Section 1.6 is hereby added, and all
applicable Sections in Section 1 of the Program shall be
renumbered accordingly:
"1.6 `Deferral Plan' means the Ingersoll-Rand Company
Executive Deferred Compensation and Stock Bonus Plan."
2. Section 1.9 (formerly Section 1.8) is amended to read in its
entirety as follows:
"1.9 `Final Average Pay' means, except as provided in
Section 5.3 for purposes of disability, the sum of the
following:
(a) the average of each of the five highest bonus
awards (whether the awards are paid to the
Employee or are a Deferral Amount (as such term is
defined in the Deferral Plan)) during the six most
recent calendar years, including the year during
which the Employee's retirement or death occurs,
or a Change in Control occurs, but excluding
Supplemental Contributions (as such term is
defined in the Deferral Plan) or any amounts paid
from the Deferred Compensation Account (as such
term is defined in the Deferral Plan) or any other
account under the Deferral Plan including, but not
limited to, amounts paid consisting of Deferral
Amounts and Supplemental Contributions and their
earnings, and
(b) the Employee's annualized base salary in effect
immediately prior to the date of determination."
3. Section 1.12 (formerly Section 1.11) is amended to read in
its entirety as follows:
"1.12 `Year of Service' shall be determined in
accordance with the provisions of the qualified defined
benefit pension plan(s) (as defined below) in which an
individual participates while an Employee that are
applicable to determining years of vesting service
under such plan. For purposes of this Section a
qualified defined benefit pension plan means a plan (a)
sponsored by the Company, any domestic entity in which
the Company owns (directly or indirectly) a 50% or more
interest, or any other entity designated by the Company
and (b) which is defined in Section 414(j) of the
Internal Revenue Code of 1986, as amended.
Notwithstanding any provision of the Program to the
contrary, in the event an Employee earns one or more
hours of service during a calendar year, he shall be
credited with a Year of Service with respect to such
year for purposes of the Program."
4. Section 5.3 "Disability" is amended to read in its entirety
as follows:
"5.3 Disability
An Employee who becomes disabled and who remains
continuously disabled until attaining age 65 shall continue
to accrue benefits under the Program as if he continued to
be employed by the Company. Such Employee shall receive an
immediate lump sum payment determined under Section 5.2 of
the Program as of the Employee's 65th birthday.
Notwithstanding any other provision of the Program to the
contrary, when determining Final Average Pay for an Employee
who is disabled under the provisions of this Section, Final
Average Pay means the sum of:
(a) the average of each of the five highest bonus awards
(whether the awards are paid to the Employee or are a
Deferral Amount (as such term is defined in the
Deferral Plan)) during the six most recent calendar
years including the year during which the Employee's
disability occurs, (or, if the average of the five
highest bonus awards would be greater, the six most
recent calendar years prior to the year in which the
Employee's disability occurs), but excluding
Supplemental Contributions (as such term is defined in
the Deferral Plan) or any amounts paid from the
Deferred Compensation Account (as such term is defined
in the Deferral Plan) or any other account under the
Deferral Plan including, but not limited to, amounts
paid consisting of Deferral Amounts and Supplemental
Contributions and their earnings, and
(b) the Employee's annualized base salary in effect as of
the date he becomes disabled.
An Employee who is no longer disabled under this Section and
who returns to the employ of the Company or an affiliated
company, shall be entitled to accrue benefits under this
Section for the period of his disability.
An Employee who is no longer disabled under this Section and
who does not return to the employ of the Company or an
affiliated company, shall not be entitled to accrue any
benefits under this Section for any portion of the period of
his disability.
For purposes of the Program, an Employee shall be disabled
if he is unable to continue to perform the duties of his
position due to a physical or mental impairment."
5. Except as provided herein, the Program shall remain in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized representative on this 22 day of
March, 1999.
INGERSOLL-RAND COMPANY
By: /S/
Donald H. Rice
Vice President
Human Resources