Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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Date
of Report - June 4,
2008
(Date
of earliest event reported)
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INGERSOLL-RAND
COMPANY LIMITED
(Exact
name of registrant as specified in its
charter)
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Bermuda
(State
or other jurisdiction of incorporation)
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1-985
(Commission
File Number)
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75-2993910
(I.R.S.
Employer Identification No.)
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Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
(Address
of principal executive offices, including zip code)
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(441)
295-2838
(Registrant's
phone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
On
June
4, 2008, Mr. James V. Gelly, Senior Vice President and Chief Financial Officer
of Ingersoll-Rand Company Limited (the “Company”) left the Company.
(c)
On
June
4, 2008, the Company appointed Steven R. Shawley, age 55, as Senior Vice
President and Chief Financial Officer of the Company effective immediately.
Mr.
Shawley has been a Senior Vice President of the Company and President of the
Company’s Climate Control Sector since August 2005. He previously served as the
Company’s President of Climate Controls America from 2003-2005 and served as the
Company’s Vice President and Controller from 1999-2002.
Mr.
Shawley’s new position includes the following compensatory arrangements: annual
base salary of $525,000; a target Annual Incentive Matrix (“AIM”) opportunity
equal to 90% of base salary; a target annual award of stock options of 125%
of
base salary; a target annual award under the Performance Share Program (“PSP”)
of 14,000 Class A common shares; a one-time special stock option grant of
100,000 options; waiver of the early retirement reduction in benefits in the
Company’s Executive Officer Supplemental Program (“EOSP”); and relocation
benefits.
The
description above is a summary of the offer letter dated June 5, 2008 (the
“Shawley Offer Letter”) and is qualified in its entirety by the Shawley Offer
Letter, which is attached hereto as Exhibit 10.1 and is incorporated by
reference herein.
Additional
information about the Company’s AIM, PSP and stock option programs, retirement
plans and other executive compensation, benefit and perquisite arrangements
is
available in the Company’s Definitive Proxy Statement filed with the Securities
and Exchange Commission on April 16, 2008.
On
June
5, 2008, upon the consummation of the Company’s acquisition of Trane Inc.
(“Trane”), the Company appointed Senior Vice President Michael W. Lamach as
President of the Trane Commercial business. Since February 2004 when he joined
the Company, Mr. Lamach served as President of the Security Technologies Sector.
From 2003-2004 Mr. Lamach served as Group Vice President and Managing Director
Europe/Asia for Johnson Controls, Inc.
Mr.
Lamach’s new position includes the following compensatory arrangements: annual
base salary of $575,000; a target AIM opportunity equal to 90% of base salary;
a
target annual award of stock options of 115% of base salary; a target annual
award under the PSP of 12,000 shares of Class A common stock; and a one-time
special stock option grant of 100,000 options.
Additionally,
the Company agreed to modify the terms that would apply in the event of an
involuntary termination of Mr. Lamach from the Company. Upon any involuntary
termination, Mr. Lamach would be entitled to a severance payment of eighteen
months of base salary if he is terminated prior to February 14, 2009 and twelve
months base salary if termination occurs after this date. Mr. Lamach would
also
be entitled to the payment of his AIM award according to the plan provisions
up
to the target level. In addition, Mr. Lamach would be entitled to a pro-rata
payment of the PSP award earned as of the termination date, which will be paid
according to plan provisions, up to the pro-rata target level.
The
description above is a summary of the addendum to the employment agreement
dated
December 24, 2003 (the “Lamach Addendum”), which is dated June 4, 2008 and is
qualified in its entirety by the Lamach Addendum, which is attached hereto
as
Exhibit 10.2 and is incorporated by reference herein.
On
June
5, 2008, upon the consummation of the Company’s acquisition of Trane, the
Company appointed David R. Pannier, age 57, as a Senior Vice President of the
Company and Sector President, Trane Residential. Mr. Pannier has served as
President, Residential Systems of Trane since January 2002.
Mr.
Pannier’s new position includes the following compensatory arrangements: annual
base salary of $325,000; a target annual cash incentive opportunity of 65%
of
base salary; a stock option award of 100,000 options; participation in an
incentive stock plan, a deferred compensation plan and the EOSP; and the use
of
a Company automobile.
The
description above is a summary of the offer letter dated April 7, 2008 (the
“Pannier Offer Letter”) and is qualified in its entirety by the Pannier Offer
Letter, which is attached hereto as Exhibit 10.3 and is incorporated by
reference herein.
On
June
4, 2008, the Company also appointed Didier Teirlinck, age 51, as Senior Vice
President of the Company and President of its Climate Control Technologies
Sector effective immediately. Mr. Teirlinck previously served as President,
Climate Control - Europe, a position he held since joining the Company from
Volvo Compact Equipment in 2005. From 2000-2005, Mr. Teirlinck served as
President of Volvo Compact Equipment.
Mr.
Teirlinck’s new position includes the following compensatory arrangements:
annual base salary of $500,000; a target AIM opportunity equal to 90% of base
salary; a target annual award of stock options of 100% of base salary; a target
annual award under the PSP of 10,000 Class A common shares; the use of a Company
automobile; participation in the EOSP plan; and relocation benefits.
The
description above is a summary of the offer letter dated June 5, 2008 (the
“Teirlinck Offer Letter”) and is qualified in its entirety by the Teirlinck
Offer Letter, which is attached hereto as Exhibit 10.4 and is incorporated
by
reference herein.
(d)
In
accordance with the Merger Agreement dated as of December 15, 2007 among the
Company, Trane and Indian Merger Sub, Inc. (the “Merger Agreement”), the Company
agreed to appoint two Trane directors as directors of the Company following
the
acquisition of Trane. On June 5, 2008, the Company appointed Edward E.
Hagenlocker and Jared L. Cohon, who had previously served as directors of Trane,
as directors of the Company. Mr. Hagenlocker has been appointed to the Audit
and
Finance Committees of the Board. Mr. Cohon has been appointed to the
Compensation and Corporate Governance and Nominating Committees of the Board.
A
copy of
the press release announcing the Company’s organizational changes is filed with
this report as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Shawley
Offer Letter, dated June 5, 2008
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10.2
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Lamach
Addendum, dated June 4, 2008
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10.3
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Pannier
Offer Letter, dated April 7, 2008
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10.4
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Teirlinck
Offer Letter, dated June 5, 2008
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99.1
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Press
Release of Ingersoll-Rand Company Limited dated
June 9, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INGERSOLL-RAND
COMPANY LIMITED
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(Registrant)
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Date:
June 9, 2008
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/s/
Patricia Nachtigal
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Patricia
Nachtigal
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Senior
Vice President and General
Counsel
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Shawley
Offer Letter, dated June 5, 2008
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10.2
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Lamach
Addendum, dated June 4, 2008
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10.3
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Pannier
Offer Letter, dated April 7, 2008
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10.4
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Teirlinck
Offer Letter, dated June 5, 2008
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99.1
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Press
Release of Ingersoll-Rand Company Limited dated
June 9, 2008
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