AMENDMENT TO THE
MANAGEMENT INCENTIVE UNIT PLAN
WHEREAS, Ingersoll-Rand Company (the “Company”) maintains the Ingersoll-Rand Company Management Incentive
Unit Plan (the “Plan”) to provide benefits to certain individuals employed by the Company and its subsidiaries; and
WHEREAS, no Management Incentive Unit Award has been made under the Plan since 1990, and all previously unvested
awards under the Plan became vested on January 1, 2003; and
WHEREAS, under Article XV of the Plan, the Company has reserved the right to amend or terminate the Plan at any time;
WHEREAS, the Company has decided to amend and/or clarify certain provisions of the Plan to assure compliance with the
requirements of section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if and to the extent that
Section 409A applies to the Plan; and
WHEREAS , the Company has decided to limit its future obligations under the Plan and to simplify the future
administration of the Plan.
NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2009, as set forth below:
All capitalized terms used in this amendment have the same meaning as under the Plan.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative on
this 22nd day of December, 2008.
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1. Notwithstanding any other provision of this Plan to the contrary, the amount standing to the credit of a Participant in the
Incentive Ledger shall be paid to the Participant in a single lump sum payment on the first day of the month that is at least
sixty (60) days following the date of the Participant’s separation from service, as determined under the general rules of
section 409A. Notwithstanding the foregoing, in the event that the Participant is a specified employee, within the meaning
of Section 409A(a)(2)(B)(i) on the date of the Participant’s separation from service, such payment shall not be made until
the first day of the month