80 percent Uses in Change in Control Clause

Change in Control from Incentive Plan

Change in Control. " shall mean an event that will be deemed to have occurred:(i)On the date any Person, other than (1) the Company or any of its Subsidiaries, (2) a trustee or other fiduciary holding stock under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding stock pursuant to an offering of such stock, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, acquires ownership of stock of the Company that, together with stock held by such Person, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any Person is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same Person is not considered to be a Change in Control;(ii)On the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of the appointment or election; or(iii)On the date any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. However, there is no Change in Control when there is such a sale or transfer to (i) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company's then outstanding stock; (ii) an entity, at least 50 percent of the total value or voting power of the stock of which is owned, directly or indirectly, by the Company; (iii) a Person that owns, directly or indirectly, at least 50 percent of the total value or voting power of the outstanding stock of the Company; or (iv) an entity, at least 50 percent of the total value or voting power of the stock of which is owned, directly or indirectly, by a Person that owns, directly or indirectly, at least 50 percent of the total value or voting power of the outstanding stock of the Company.(iv)For purposes of (i), (ii) and (iii) of this Section 2(f), (A)"Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended;(B)"Person" shall have the meaning given in Section 7701(a)(1) of the Code. Person shall include more than one Person acting as a group as defined by the Final Treasury Regulations issued under Section 409A of the Code; and(C)"Subsidiary" means any entity whose assets and net income are included in the consolidated financial statements of the Company audited by the Company's independent auditors and reported to stockholders in the annual report to stockholders.(v)Notwithstanding the foregoing, in no case will an event in (i), (ii) or (iii) of this Section 2(f) be treated as a Change in Control unless such event also constitutes a "change in control event" with respect to the Company within the meaning of Treas. Reg. SS 1.409A-3(i)(5) or any successor provision.

Change in Control from Deferred Compensation Plan

The purpose of the IR Executive Deferred Compensation Plan (the Plan) is to further increase the mutuality of interest between Ingersoll-Rand Company (the Company), its employees, the employees of a Participating Employer and members of Ingersoll-Rand plc by providing a select group of management and highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan, originally known as the Ingersoll-Rand Company Executive Deferred Compensation and Stock Bonus Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001, and again effective August 1, 2007 and January 1, 2009. This further amendment and restatement is effective July 1, 2009.

Change in Control. means a change in control of the Company (as set forth in the Companys Incentive Stock Plan of 2007) or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than any sale, lease, exchange or other transfer to any person or entity where the Company owns, directly or indirectly, at least 80 percent of the outstanding voting securities of such person or entity after any such transfer, unless a different definition is used for purposes of any severance of employment agreement or change of control arrangement between the Company and a Participant, in which event such definition shall apply. Notwithstanding the foregoing, for purposes of this Section 2.7, the term Company shall mean Ingersoll-Rand plc.

Change in Control from Deferred Compensation Plan

The purpose of the IR Executive Deferred Compensation Plan (the Plan) is to further increase the mutuality of interest between Ingersoll-Rand Company (the Company), its employees, the employees of a Participating Employer and members of Ingersoll-Rand Company Limited by providing a select group of management and highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan, originally known as the Ingersoll-Rand Company Executive Deferred Compensation and Stock Bonus Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001, and was again amended and restated effective August 1, 2007. This further amendment and restatement is effective January 1, 2009.

Change in Control. means a change in control of the Company (as set forth in the Companys Incentive Stock Plan of 2007) or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than any sale, lease, exchange or other transfer to any person or entity where the Company owns, directly or indirectly, at least 80 percent of the outstanding voting securities of such person or entity after any such transfer, unless a different definition is used for purposes of any severance of employment agreement or change of control arrangement between the Company and a Participant, in which event such definition shall apply. Notwithstanding the foregoing, for purposes of this Section 2.7, the term Company shall mean Ingersoll-Rand Company Limited.

Change in Control from Restricted Stock Plan

Change in Control. of the Company means the occurrence of any of the following events: (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than SCF is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 80 percent or more of the combined voting power of the Companys then outstanding equity securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger, or other business combination (a Transaction), the persons who were directors of the Company immediately before the Transaction shall cease to constitute a majority of the Company or any successor to the Company unless a majority of the Board has approved of the Transaction prior to its consummation; (iii) the Company is merged or consolidated with another corporation and as a result of the merger or consolidation (x) less than a majority of the outstanding voting securities of the surviving or resulting corporation shall be owned immediately following such merger or consolidation in the aggregate by the stockholders of the Company immediately prior to such merger or consolidation and (y) SCF shall fail to own, directly or indirectly, immediately following such merger or consolidation, equity securities of the surviving or resulting corporation representing at least 15 percent of the voting power of such corporations then outstanding equity securities; or (iv) the Company transfers substantially all of its assets to another corporation which immediately after such sale is neither (x) controlled by the Company nor (y) is a corporation with respect to which SCF owns, directly or indirectly, equity securities of the corporation representing at least 15 percent of the voting power of such corporations outstanding equity securities. For purposes of this definition, the resulting corporation of a merger of the Company with a subsidiary of another corporation shall mean the parent corporation of such subsidiary. Notwithstanding anything to the contrary herein, the Merger shall not constitute a Change in Control.

Change in Control

The Board considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Board recognizes that the possibility of a Change in Control may arise and that such possibility and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

Change in Control. means any of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Parent Corporation, in one transaction or in a series of related transactions, to any Person; (ii) any Person, (other than a bona fide underwriter and with respect to paragraph (ii)(a) of this section, any Person other than Deephaven Capital Management LLC) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of (a) 20 percent or more, but not 50 percent or more, of the combined voting power of the Parent Corporations outstanding securities ordinarily having the right to vote at elections of directors, unless the transaction resulting in such ownership has been approved in advance by the continuity directors or (b) 50 percent or more of the combined voting power of the Parent Corporations outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the continuity directors); (iii) a merger or consolidation to which the Parent Corporation is a party if the stockholders of the Parent Corporation immediately prior to the effective date of such merger or consolidation have, solely on account of ownership of securities of the Parent Corporation at such time, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation of securities of the surviving company representing (a) more than 50 percent, but less than 80 percent, of the combined voting power of the surviving corporations then outstanding securities ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance by the continuity directors, or (b) 50% or less of the combined voting power of the surviving corporations then outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the continuity directors); (iv) the continuity directors cease for any reason to constitute at least a majority the Board; or (v) a change in control of a nature that is determined by outside legal counsel to the Parent Corporation, in a written opinion specifically referencing this provision of the Agreement, to be required to be reported (assuming such event has not been previously reported) pursuant to Section 13 or 15(d) of the Exchange Act, whether or not the Parent Corporation is then subject to such reporting requirement. For purposes of this Section 1(g), a continuity director means any individual who is a member of the Board at the date hereof, while he or she is a member of the Board, and any individual who subsequently becomes a member of the Board whose election or nomination for election by the Parent Corporations stockholders was approved by a vote of at least a majority of the directors who are continuity directors (either by a specific vote or by approval of the proxy statement of the Parent Corporation in which such individual is named as a nominee for director without objection to such nomination). For purposes of this Section 1(g), a bona fide underwriter means a Person engaged in business as an underwriter of securities that acquires securities of the Parent Corporation through such Persons participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. In addition to the foregoing, a Change in Control in the Company shall be deemed to occur (i) when and if the sale, lease, exchange or other transfer of all or substantially all of the assets of Medical Graphics Corporation to a Person occurs or (ii) the Parent Corporation ceases to hold, directly or directly a majority of the voting power of Medical Graphics Corporation.

Change in Control

The Board considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Board recognizes that the possibility of a Change in Control may arise and that this possibility and the uncertainty and questions that it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

Change in Control. means any of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Parent Corporation, in one transaction or in a series of related transactions, to any Person; (ii) any Person, other than a bona fide underwriter, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of (a) 20 percent or more, but not 50 percent or more, of the combined voting power of the Parent Corporations outstanding securities ordinarily having the right to vote at elections of directors, unless the person is currently the beneficial holder 20 percent or more of the combined voting power of the Parent Corporations securities or unless the transaction resulting in such ownership has been approved in advance by the continuity directors or (b) 50 percent or more of the combined voting power of the Parent Corporations outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the continuity directors); (iii) a merger or consolidation to which the Parent Corporation is a party if the shareholders of the Parent Corporation immediately prior to the effective date of such merger or consolidation have, solely on account of ownership of securities of the Parent Corporation at such time, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation of securities of the surviving company representing (a) more than 50 percent, but less than 80 percent, of the combined voting power of the surviving corporations then outstanding securities ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance by the continuity directors, or (b) 50% or less of the combined voting power of the surviving corporations then outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the continuity directors); (iv) the continuity directors cease for any reason to constitute at least a majority the Board; or (v) a change in control of a nature that is determined by outside legal counsel to the Parent Corporation, in a written opinion specifically referencing