exv10w1






EXHIBIT 10.1




Cooper US, Inc.

Executive Stock Incentive Agreement




          This Agreement is made as of the 8th day of February, 2009 between Cooper US, Inc., a Delaware
corporation, having its principal place of business in Houston, Texas (the “Company”) and
                     an Executive of the Company (“Executive”). All capitalized terms used in this
Agreement are as defined in the Cooper Industries Stock Incentive Plan (the “Plan”), unless
otherwise defined in this Agreement.




     1. Performance Share Award



          (a) Performance Period. For purposes of this Agreement, the “Performance Period”
shall be January 1, 2009 to December 31, 2009.




          (b) Performance Share Grant. Pursuant to Section IX of the Plan and subject to
Paragraph 6 of this Agreement, the Company hereby grants to the Executive, as of the date hereof,
an award of Performance Shares that may be earned based on the financial performance of the Company
during the Performance Period, subject to the restrictions and conditions set forth in this
Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that
if the Company achieves a net debt to EBITDA coverage ratio for the Performance Period of 2.00, or
less, the Executive will be issued Performance Shares in accordance with the following chart:




	 	 	 	 	 	 	 	 	 
	 	 	Coverage Ratio	 	 
	Performance Level	 	(Net Debt/EBITDA)	 	Share Award
	• Not achieved
	 	 	> 2.00 	 	 	 	0	 
	• Achieved
	 	 	3 2.00 	 	 	 	 	 






          The number of shares appearing under the heading “Share Award” shall constitute the number of
Performance Shares which may be earned by the Executive based upon achievement of that specific
Performance Goal as established by the Committee based on a net



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debt to EBITDA coverage ratio of 2.00, or less, as of December 31, 2009. In the event the
Company’s actual net debit to EBITDA coverage ratio exceeds 2.00, no Performance Shares will be
earned.




          At the end of the Performance Period, the Committee shall determine the Performance Goal
achieved and the number of Performance Shares, if any, earned by the Executive. The Performance
Shares earned by the Executive, if any, shall then be subject to restrictions until the date on
which the Committee meets in February 2012.




          Except as provided under Paragraph 5 of this Agreement, restrictions shall lapse on any
Performance Shares earned by the Executive during the Performance Period on the date the Committee
meets in February 2012, provided the Executive is actively employed on that date. Except for
shares withheld by the Company as provided in Paragraph 4, the Company shall then cause its parent,
Cooper Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name
for the number of shares of Common Stock equal to the Performance Shares earned by the Executive
upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then
provide stock certificate or book-entry shares to the Executive on or before March 15, 2012.




     2. Dividends. Upon distribution of earned Performance Shares to Executive, the
Company shall pay to the Executive in cash an amount equal to the aggregate amount of cash
dividends that the Executive would have received had the Executive been the owner of record of all
such earned Performance Shares, including shares withheld as provided under Paragraph 4, if any,
from the effective date of this Agreement to the date of distribution.



     3. Restrictions and Limitations. The Executive hereby accepts the Performance Share
Grant and agrees to the following restrictions and conditions.



          (a) Forfeiture. Except as provided in (b) below, if the Executive’s active
employment with the Company terminates for any reason prior to the effective date upon which the
Committee determines the number of Performance Shares, if any, earned by the Executive,


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all earned and unearned Performance Shares granted under this Agreement shall be forfeited by the
Executive and this Performance Share Grant shall be null and void.




          (b) Termination Upon Death or Disability.





     (i) In the event of the Executive’s death or permanent and total disability
under Cooper’s Group Long-Term Disability Benefit Plan (or such other disability
program or plan in which the Executive participates) on or before December 31,
2009, the Executive or his heirs or beneficiaries shall receive one-third (1/3) of
the Performance Shares which would have been earned by the Executive under this
Agreement had he or she remained actively employed throughout the Performance
Period.




     (ii) In the event of the Executive’s death or permanent and total disability
under Cooper’s Group Long-Term Disability Benefit Plan (or such other disability
program or plan in which the Executive participates) after December 31, 2009 and
prior to the date the Committee meets in February 2012 (the “Restriction Period”),
the Executive or his heirs or beneficiaries shall receive a pro-rata share of the
Performance Shares which would have been earned by the Executive under this
Agreement had he or she remained actively employed throughout the Performance and
Restriction Periods. In determining the pro-rata Performance Shares for which the
Executive or his heirs or beneficiaries may be eligible, the Company will multiply
the total Performance Shares earned during the Performance Period by a fraction
the numerator of which is the months in the Performance and Restriction Periods
during which Executive was actively employed and the denominator is thirty-six
(36).




     (iii) Any Performance Shares earned and awarded under this Paragraph 3(b)
shall be approved by the Committee and distributed after the end of the
Performance and Restriction Periods and on or before March 15, 2012.


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          (c) Limitations on Transferability. The Executive shall not sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of this Performance Share Grant prior to the
conclusion of the Performance and Restriction Periods and distribution of earned Performance Shares
in accordance with Paragraph 1 of this Agreement.




     4. Tax. Upon the issuance of Common Shares to the Executive for Performance Shares
earned under this Agreement, the Executive shall pay the Company any taxes required to be withheld
by reason of the receipt of compensation resulting from the issuance of such Common Shares. In
lieu thereof, the Company shall have the right to retain, or the Executive may direct the Company
to retain, a sufficient number of Common Shares to satisfy the Company’s withholding obligations,
provided the value of the Common Shares used to satisfy the withholding obligations does not exceed
the minimum required tax withholding for the transaction. The value of any Common Shares used to
satisfy the tax withholding requirement shall be determined by the closing price of the Common
Shares on the New York Stock Exchange on the date the restrictions lapse (or if shares are not
traded on the Exchange on such date, then on the immediately preceding trading date).



     5. Change in Control. In the event of a Change in Control, the Performance Share
Grant shall be deemed earned at the Achieved level, all restrictions on those Performance Shares
shall immediately lapse and distribution of the Achieved level of Performance Shares shall be
governed by the terms of the Plan.



     6. Consideration. The parties agree that the consideration for any issuance of Common
Shares for Performance Shares earned hereunder shall be past services by the Executive having a
value not less than the par value of such Common Shares.



     7. Plan Incorporated. In order to be a participant in the Plan, the participant shall
execute the Executive Employment Agreement (the “Agreement”), incorporated herein by reference, in
which the participant agrees to the terms and conditions set forth in the Agreement. Participant’s
failure to execute the Agreement for any reason will render the participant ineligible to
participate in the Plan. The Executive acknowledges receipt of a copy of the Plan,


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which is incorporated by reference into this Agreement. The Executive agrees that this Award shall
be subject to all of the terms and provisions of the Plan.




     8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under the Executive.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and the Executive has executed this Agreement, all as of the date first
above written.



	 	 	 	 	 
	 

	 	COOPER US, INC.	 	 
	 
	 	 	 	 
	 

	 	 

John W. Sparrow
	 	 
	 

	 	Vice President, Compensation & Benefits	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 
	 	 	 	 
	 

	 	 

Name
	 	 
	 

	 	Title

Division	 	 





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