AMENDED AND RESTATED AGREEMENT
This AGREEMENT, amended and restated as of October 1, 2001, is 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
The Company and the Employee are already parties to an agreement that is currently in effect, which they desire
to hereby amend and restate.
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
prior to a Change of Control Event 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. Notwithstanding the foregoing, this Agreement may not be terminated after the occurrence of a Change of
2. AGREEMENT TERM.
The term of this Agreement shall begin on the date hereof and, unless terminated pursuant to paragraph 1 prior to
a Change of Control Event, shall end on the fifth anniversary of the occurrence of a Change of Control Event (or,
if later, after satisfaction of all obligations hereunder).
3. EMPLOYEE'S POSITION AND RESPONSIBILITIES.
(A) The Employee will continue to serve the Company upon the occurrence of a Change of Control Event, in all
material respects, in the same capacity (including position, status, offices, titles and reporting responsibilities) with
the same authorities, duties and responsibilities as he serves the Company immediately prior thereto.
(b) During the term of this Agreement the Employee shall devote substantially all of his business time (excluding
vacation time and sick leave to which the Employee is entitled) and attention exclusively to the business and
affairs of the Company and shall use his reasonable best efforts to promo