Form of IR Stock Option Grant Agreement



 Exhibit 10.55 
 INGERSOLL-RAND COMPANY LIMITED 
 INCENTIVE STOCK PLAN OF 2007 
 STOCK
OPTION GRANT 
 DATED AS OF FEBRUARY 12,
2009 
 Ingersoll-Rand Company Limited (the “Company”) hereby grants to [insert name] (“Participant”) a non-qualified stock
option (the “Option”) to purchase [insert number of shares subject to Option] shares of the Company’s common stock (the “Shares”) at an exercise price of US$[insert option price] per Share, pursuant to and
subject to the terms and conditions set forth in the Company’s Incentive Stock Plan of 2007 (the “Plan”) and to such further terms and conditions set forth below. Unless otherwise defined herein, the terms defined in the Plan shall
have the same meanings in this grant document. 
 1. Non-Qualified Stock Option. The option to purchase shares of Common Stock pursuant to the
Option is granted as a “non-qualified stock option” within the meaning of the Code. 
 2. Vesting and Exercisability.
Participant’s right to purchase Shares subject to the Option shall vest in three equal installments on each of the first three anniversaries of the date of grant, subject to Participant’s continued employment with the Company or an
Affiliate on each such anniversary. Subject to the provisions below, the term of the Option shall be ten years from the date of grant. Participant’s rights with respect to the Option after termination of Participant’s employment shall be
as set forth below: 
 (a) If Participant’s employment terminates by reason of voluntary resignation or a performance based
termination, (including, but not limited to, poor performance or fit with the Company and/or an Affiliate or behavior or results that are incompatible with continued employment), Participant’s right to exercise vested Options will expire 90
days following termination of active employment and all unvested options shall be cancelled as of the date of termination of active employment; 
 (b) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction
in workforce or closing of a facility (a “Group Termination Event”)), any unvested Options that would have vested within 12 months following such termination of active employment shall become fully vested, all other unvested Options shall
be cancelled as of the date of termination of active employment and all vested Options shall remain exercisable for three years following termination of active employment; 
 (c) If Participant’s employment terminates involuntarily by reason of job elimination, substantial change in the nature of Participant’s
position or job relocation, Participant shall have one year from the date of termination of active employment to exercise vested Options and all unvested options will be cancelled as of the date of termination of active employment; 
 (d) If Participant’s employment terminates due to death or disability, all unvested Options shall continue to vest according to their
original vesting schedule and vested Options shall remain exercisable for three years following termination of employment; 
 (e)
Notwithstanding the provisions of (a) through (d) above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), all unvested Options shall continue to vest
according to their original vesting schedule and Participant shall have 5 years from the date of termination of active employment to exercise all vested Options; 







 (f) In the event Participant’s employment is terminated for cause (including fraud,
malfeasance, felony conviction or violation of Company’s Code of Conduct), all Options, whether vested or unvested, shall be cancelled immediately; 
 (g) In no event shall any portion of the Options be exercisable more than ten years after the date of grant. 
 3.
Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan by electronic means. 
  

	
	Signed for and on behalf of the Company:
	
	


	Herbert L. Henkel
	Chairman & Chief Executive Officer
	Ingersoll-Rand Company Limited

 This document constitutes part of a prospectus covering securities that have been registered under the Securities
Act of 1933. 
  

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