UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
Date
of Report - October 6, 2007
(Date
of
earliest event reported)
INGERSOLL-RAND
COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
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Bermuda
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1-985
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75-2993910
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(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)
(441)
295-2838
(Registrant's
phone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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))
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
October 6, 2007, the Board of Directors of Ingersoll-Rand Company Limited (the
“Company”) elected James V. Gelly to the position of Senior Vice President and
Chief Financial Officer of the Company. A copy of the press release announcing
the election of Mr. Gelly is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Prior
to
joining the Company, Mr. Gelly, 47, served as Chief Financial Officer of
Rockwell Automation from January 2004 until April 2007 and as Vice President
and
Treasurer of Honeywell International Inc. (formerly Allied Signal) from February
1999 until October 2003. Mr. Gelly held a variety of financial and management
positions with Honeywell from 1994 until 1999. Mr. Gelly earned a bachelor’s
degree in politics and economics from Davidson College, an MBA in Finance from
University in Virginia and an MA from University of St. Andrews.
Mr.
Gelly’s offer of employment provides for the following compensatory
arrangements: annual base salary of $550,000; a target Annual Incentive Matrix
(AIM) opportunity equal to 90% of base salary; an award of 25,000 stock options
that vest ratably over three years; a retention award of 50,000 stock options,
half of which vest after three years and half of which vest after five years;
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 shares; and
participation in the Company’s Elected Officers Supplemental Program. For
performance year 2007, Mr. Gelly will be eligible for 25% of the target AIM
and
PSP awards and 100% of the target option awards.
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 23, 2007 (“Proxy Statement”).
In
addition, Mr. Gelly will be entitled to the following severance arrangements
in
the event of involuntary termination for other than gross cause: a payment
equal
to 18 months base salary (in the event of termination within 5 years from the
date of hire) or a payment equal to 12 months base salary (in the event of
termination after 5 years from the date of hire); a payment equal to the target
annual AIM award; a pro-rated award of the target annual PSP award; and
continued vesting of stock options for 18 months after termination.
The
Company has also entered into a standard form change in control agreement with
Mr. Gelly. A description of the material terms of the change in control
agreement is contained in the Proxy Statement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release of Ingersoll-Rand Company Limited dated August 29,
2007.
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10.1
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Employment
Offer Letter to James V. Gelly dated September 24, 2007 and revised
September 28, 2007.
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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:
October 8, 2007
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/s/ Patricia Nachtigal |
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Patricia
Nachtigal
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Senior
Vice President and
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General
Counsel
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