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CHANGE OF CONTROL AGREEMENT
WITH CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AGREEMENT made as of January 1, 1996, 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 Schedule.
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.
3. EMPLOYEE'S POSITION AND RESPONSIBILITIES.
(a) The Employee will continue to serve the Company upon the occurrence of a Change of Control Event as the
Chief Executive Officer of the Company. In addition, the Company shall, upon the occurrence of such event,
make its best efforts to insure the election and retention of the Employee as Chairman of the Board of the
Company and any successor or parent company.
(b) During the term of this Agreement the Employee shall devote his entire business time and attention exclusively
to the business and affairs of the Company and shall use his best efforts to promote the interests of the Company.
The participation of the Employee in outside directorships and civic activities not otherwise inconsistent with
Company policy and the management of the Employee's personal investments in public co