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AGREEMENT made as of July 19, 1983, between INGERSOLL-RAND COMPANY, a New Jersey
corporation (the "Company"), and (the "Employee"). Unless otherwise indicated, terms used herein and defined in
Schedule A hereto shall have the meanings assigned to them in said Schedule.
The Company and the Employee agree as follows:
1. OPERATION OF AGREEMENT.
This Agreement shall be effective immediately upon its execution and shall continue thereafter from year to year
unless terminated as of any anniversary of the date hereof by either party upon written notice to the other party
given at least 60 days, but not more than 90 days, prior to such anniversary date. None of the provisions of this
Agreement, however, shall become operative unless and until a Change of Control Event has occurred and,
following such a Change of Control Event, this Agreement shall terminate only upon the expiration of the
Employment Term (as defined below) or as otherwise expressly provided herein, notwithstanding the first
sentence of this paragraph 1.
2. EMPLOYMENT TERM.
The term of employment of the Employee pursuant to this Agreement (the "Employment Term") shall begin on the
date of any Change of Control Event (the "Effective Date") and shall end on the earlier of the fifth anniversary of
the Effective Date or the death or Permanent Disability of the Employee.
3. EMPLOYEE'S POSITION AND RESPONSIBILITIES.
The Employee will continue to serve the Company during the Employment Term as the chief executive officer of
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During the Employment Term the Employee shall devote his entire business time and attention exclusively to the
business and affairs of the Company and shall use his best efforts to promote the interests of the Company. The
participation of the Employee in outside directorships and civic activities not otherwise inconsistent with Company
policy shall not be deemed a violation of this paragraph 3.