EXHIBIT 10.26
FIRST AMENDMENT
TO THE
IR EXECUTIVE DEFERRED COMPENSATION PLAN
WHEREAS, Ingersoll-Rand Company, a New Jersey
corporation adopted the IR Executive Deferred Compensation
Plan (the "Plan") which was originally effective on January
1, 1997; and
WHEREAS, Ingersoll-Rand Company reserved the right at
any time and from time to time to amend the Plan in
accordance with Section 9.1 of the Plan; and
WHEREAS, the Plan has been amended and restated most
recently effective January 1, 2001; and
WHEREAS, Ingersoll-Rand Company, acting on authority of
its Board of Directors and shareholders, desires to amend
the Plan.
NOW, THEREFORE, the Plan shall be amended in the
following respects effective as of the date hereof or such
other dates as noted below:
1. Section 1 of the Plan, "Statement of Purpose", is
hereby amended as of the Effective Time as follows in its
entirety:
"STATEMENT OF PURPOSE
The purpose of the IR Executive Deferred Compensation
Plan (the "Plan") is to further increase the mutuality of
interest between Ingersoll-Rand Company (the "Company"), its
employees, the employees of a Participating Employer and
members of Ingersoll-Rand Company Limited by providing a
select group of management and highly compensated employees
of the Company or a Participating Employer the opportunity
to elect to defer receipt of cash compensation. The Plan
shall be unfunded for tax purposes and for purposes of Title
I of ERISA. The Plan, originally known as the Ingersoll-
Rand Company Executive Deferred Compensation and Stock Bonus
Plan, became effective on January 1, 1997 and was amended
and restated effective January 1, 2001."
2. Section 2.3 of the Plan, "Base Salary", is hereby
amended and restated as of the Effective Time as follows in
its entirety:
"2.3 `Base Salary' means a Participant's annual base
salary, excluding bonuses, commissions, incentive
compensation and all other remuneration for services
rendered to the Company or a Participating Employer and
prior to a reduction for any salary contributions to a plan
established pursuant to Code Section 125 or qualified
pursuant to Code Section 401(k)."
3. Section 2.7 of the Plan, "Change in Control," is
hereby amended as of the date hereof by adding the following
to the end thereof:
"Notwithstanding any other provision of this Section
2.7 or any other provisions of the Plan to the contrary,
none of the transactions contemplated by the Merger
Agreement which are undertaken by (i) Ingersoll-Rand Company
or its affiliates prior to or as of the Effective Time or
(ii) Ingersoll-Rand Company Limited or its affiliates on or
after the Effective Time shall trigger, constitute or be
deemed a Change in Control. On and after the Effective
Time, solely for proposes of this Section 2.7, the term
`Company' shall mean Ingersoll-Rand Company Limited."
4. Section 2.12 of the Plan, "Disability", is hereby
amended and restated as of the Effective Time as follows in
its entirety:
"2.12 `Disability' means the Participant is eligible
to receive benefits under a long-term disability plan
maintained by the Company or a Participating Employer."
5. Section 2.19 of the Plan, "Eligible Employee", is
hereby amended and restated as of the Effective Time as
follows in its entirety:
"2.19 `Eligible Employee' means an Elected Officer or
an individual who is among a select group of management and
highly compensated employees of the Company or a
Participating Employer who has been selected by the
Administrative Committee, in its sole and absolute
discretion, to participate in the Plan."
6. Section 2.22 of the Plan is hereby amended and
restated in its entirety as of the Effective Time:
"2.22 `IR Stock' means the Class A common shares, par
value $1,00 per share, of Ingersoll-Rand Company Limited, a
Bermuda company."
7. A new Section 2.24A of the Plan, "Participating
Employer" is hereby added as of the Effective Time as
follows in its entirety:
"2.24A `Participating Employer' means any direct or
indirect parent, subsidiary or affiliate of the Company."
8. Section 2.28 of the Plan, "Service", is hereby
amended and restated as of the Effective Time as follows in
its entirety:
"2.28 `Service' means periods of service with the
Company or a Participating Employer as determined by the
Administrative Committee in its sole and absolute
discretion."
9. Section 2 of the Plan is hereby amended as of the
date hereof to include the following new sections for
additional definitions in proper alphabetical progression:
"2.16A `Effective Time' means the Effective Time
as such time as defined in the Merger Agreement."
"2.23A `Merger Agreement' means that certain Agreement
and Plan of Merger among the Company, Ingersoll-Rand Company
Limited, and IR Merger Corporation dated as of October 31,
2001, pursuant to which the Company will become an indirect
wholly-owned subsidiary of Ingersoll-Rand Company Limited."
10. Section 7.6 of the Plan, "Form of Payments of IR
Stock", is hereby amended as of the Effective Time by adding
the following to the end thereof:
"Each share of IR Stock acquired by the Plan after the
Effective Time may be purchased for the Plan on the open
market or may be issued directly to the Plan by Ingersoll-
Rand Company Limited, in the sole and exclusive discretion
of Ingersoll-Rand Company Limited."
11. A new section 7.3A of the Plan, "Transfer of
Employment", is hereby added as of the Effective Time as
follows in its entirety:
"7.3A Transfer of Employment. Notwithstanding any
provision of Sections 7.1, 7.2 or 7.3 to the contrary, a
Participant shall not be considered to have terminated
employment during a Plan Year, if such Participant is
continuously employed during that Plan Year by the Company,
a Participating Employer, or any subsidiaries or affiliates
of a Participating Employer, or any combination thereof."
12. The last sentence of Section 10.1 of the Plan,
"Unsecured General Creditor", is hereby amended and restated
as of the Effective Time as follows:
"No Participant shall have any rights or privileges of
a stockholder of the Company or of a member of Ingersoll-
Rand Company Limited under the Plan, including as a result
of the crediting of units to a Participant's IR Stock
Account or Supplemental Contribution Account, except at such
time as distribution is actually made from the Participant's
IR Stock Account or Supplemental Contribution Account, as
applicable."
13. Section 10.4 of the Plan, "No Contract of
Employment", is hereby amended and restated as of the
Effective Time as follows in its entirety:
"No Contract of Employment. The establishment of the
Plan or any modification hereof shall not give any
Participant or other person the right to remain in the
service of the Company, a Participating Employer, or any
subsidiaries or affiliates of a Participating Employer, and
all Participants and other persons shall remain subject to
discharge to the same extent as if the Plan had never been
adopted."
14. Except as specifically set forth herein, all other
terms of the Plan shall remain in full force and effect and
are hereby ratified in all respects.
IN WITNESS WHEREOF, Ingersoll-Rand Company and Ingersoll-
Rand Company Limited have had their duly authorized
representatives sign this Amendment on December 31, 2001.
INGERSOLL-RAND COMPANY
By: /S/
Ronald G. Heller
Vice President and Secretary
The Plan, as amended herein, is hereby acknowledged and
accepted by Ingersoll-Rand Company Limited as of the
Effective Time, as defined above, solely for the purpose of
Ingersoll-Rand Company Limited issuing its Class A common
shares, in its sole and exclusive discretion, in order to
pay benefits to eligible employees as defined in and
pursuant to the provisions of the Plan.
INGERSOLL-RAND COMPANY LIMITED
By: /S/
Gerald E. Swimmer
President