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IR > SEC Filings for IR > Form 8-K on 3-Jun-2009All Recent SEC Filings

Show all filings for INGERSOLL RAND CO LTD | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INGERSOLL RAND CO LTD


3-Jun-2009

Change in Directors or Principal Officers, Other Events, Financial Statemen


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual general meeting of Ingersoll-Rand Company Limited ("the Company") on June 3, 2009, shareholders approved the Company's Amended and Restated Incentive Stock Plan of 2007 (the "Plan"). The Plan amends the existing plan
(i) to increase the number of the Company's Class A common shares reserved for issuance under the Plan by 13,000,000 shares, (ii) to provide that net settlement shares retained by the Company in order to satisfy the tax withholding obligations of a plan participant with respect to awards other than stock options or stock appreciation rights shall not be counted against the limit set forth in Section 3 of the Plan and (iii) to provide that for all awards issued on or after June 3, 2009, each share issued in connection with awards other than stock options or stock appreciation rights shall count as the issuance of 2.05 shares for purposes of the share limit set forth in Section 3 of the Plan. The principal provisions of the Plan are described in the Company's Definitive Proxy Statement for the 2009 annual general meeting of shareholders (the "Proxy Statement").

A copy of the Plan is attached hereto as Exhibit 10.1. The description of the Plan contained herein is qualified in its entirety by reference to the full text of the Plan. In addition, a fuller description of the Plan is contained in the Proxy Statement and is incorporated herein by reference.

A copy of the press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated into this Item 5.02 by reference.



Item 8.01. Other Events.

On June 3, 2009, the Company issued a press release announcing the results of its annual general meeting and the special court-ordered meeting of its Class A common shareholders. A copy of the press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Ingersoll-Rand Company Limited Amended and Restated Incentive Stock Plan of 2007

99.1 Press release, dated June 3, 2009


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