This AGREEMENT is made as of , 2009, by and among INGERSOLL-RAND COMPANY, a New Jersey
corporation (the “Company”), INGERSOLL-RAND PLC, an Irish company (“IR plc”) and (the “Employee”). Unless
otherwise indicated, terms used herein and defined in Schedule A hereto shall have the meanings assigned to them in said
1. TERM/OPERATION OF AGREEMENT .
This Agreement shall begin and be effective on the date first set forth above and its initial term shall last until December 1,
2009. This Agreement shall continue thereafter from year to year prior to a Change in Control Event unless terminated as of
December 1, 2009 or any subsequent anniversary thereof by either party upon written notice to the other party given at least 60
days prior to such renewal date. Notwithstanding the foregoing, this Agreement may not be terminated on or after the
occurrence of a Change in Control Event and its terms shall continue until the later of: the second anniversary of the occurrence
of a Change in Control Event; or after satisfaction of all obligations hereunder. Additionally, the Employee’s rights under this
Agreement shall terminate in the event that the Employee’s employment with the IR Group terminates for reasons other than
due to a “Termination” as defined in Schedule A annexed hereto.
2. EMPLOYEE’S POSITION AND RESPONSIBILITY .
The Employee will continue to serve the IR Group upon the occurrence of a Change in Control Event in accordance with
the terms of this Agreement unless his employment terminates under the terms hereof prior to the expiration of the Agreement.
3. COMPENSATION AND OTHER BENEFITS UPON CHANGE IN CONTROL EVENT .
Upon the occurrence of any Change in Control Event, the Employee shall continue to receive basic annual salary, bonus
and fringe and other benefits as follows:
(a) Basic Annual Salary and Bonus . The Employee’s basic annual salary shall continue at a rate not less than the rate
of annual salary, wh