2003 Equity Incentive Plan
(amended and restated as of February 15, 2008)
Establishment, Purpose, and Duration
1.1 Establishment. ITT Corporation, 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 first became effective as of May 13, 2003 (the “ Effective Date ”) and was
previously knows as the “ITT Industries, Inc. 2003 Long-Term Incentive Plan.” The Plan
was amended and restated as of February 15, 2008, subject to shareholder approval. The
Plan 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
Whenever used in the Plan, the following terms shall have