ITT INDUSTRIES, INC.
2003 EQUITY INCENTIVE PLAN
(AMENDED AND RESTATED AS OF JULY 13, 2004)
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 ESTABLISHMENT. ITT Industries, Inc., an Indiana corporation (hereinafter referred to as the "Company"),
establishes an incentive compensation plan to be known as the 2003 Equity Incentive Plan (hereinafter referred to
as the "Plan"), as set forth in this document.
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights
(SARs), Restricted Stock, and Restricted Stock Units.
The Plan shall become effective as of May 13, 2003 (the "Effective Date") and shall remain in effect as provided
in Section 1.3 hereof.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the long-term interests of the Company
and its shareholders by strengthening the Company's ability to attract and retain Employees of the Company and
its Affiliates and members of the Board of Directors upon whose judgment, initiative, and efforts the financial
success and growth of the business of the Company largely depend, and to provide an additional incentive for
such individuals through share ownership and other rights that promote and recognize the financial success and
growth of the Company and create value for shareholders.
1.3 DURATION OF THE PLAN. The Plan shall commence as of the Effective Date, as described in Section
1.1 hereof, and shall remain in effect, subject to the right of the Committee to amend or terminate the Plan at any
time pursuant to Article 13 hereof, until all Shares subject to it shall have been purchased or acquired according
to the Plan's provisions.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is
intended, the initial letter of the word shall be capitalized.
2.1 "ACCELERATION EVENT" shall be deemed to have occurred as of the first day that any one or more of
the following conditions have b