Form of IR Performance Share Unit Grant Agreement (2009-2011)



 Exhibit 10.58 
 INGERSOLL-RAND COMPANY LIMITED 
 INCENTIVE STOCK PLAN OF 2007 
 PERFORMANCE
STOCK UNIT GRANT 
 FOR THE 2009-2011
PERFORMANCE PERIOD 
 DATED AS OF
FEBRUARY 12, 2009 
 Ingersoll-Rand Company Limited (the “Company”) hereby grants to «NAME»
(“Participant”) a performance stock unit award (the “PSUs”) pursuant to and subject to the terms and conditions set forth in the Company’s Incentive Stock Plan of 2007 (the “Plan”), including the terms and
conditions for Performance-Based Awards as set forth in Section 8(b) of the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this grant document. 
 Each PSU that vests pursuant to the terms of this grant document shall provide Participant with the right to receive one share of the Company’s common stock (the
“Share”) on the issuance date described in Section 3(f) below. The number of Shares subject to the PSUs, the performance and service vesting conditions applicable to such Shares, the date on which vested Shares shall become issuable
and any further terms and conditions governing the PSUs shall be as set forth in this grant document. 
 1. Number of Shares. The number of
Shares subject to the PSUs at target performance level is «TARGET». The maximum number of Shares subject to the PSUs is «MAX» Shares, provided, however, that the actual number of Shares that become issuable pursuant to the
PSUs shall be determined in accordance with the fulfillment of certain performance conditions set forth in the attached Appendix A and the additional vesting requirements set forth in Section 3 below. 
 2. Performance Period. The performance period applicable to the PSUs is January 1, 2009 to December 31, 2011 (the “Performance
Period”). 
 3. Vesting and Issuance of Shares; Dividend Equivalents. Participant’s right to receive Shares subject to the PSUs shall
vest in accordance with the performance vesting conditions set forth in the attached Appendix A and subject to the following additional vesting requirements: 
 (a) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each PSU held by Participant when such dividend is paid (“Dividend
Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents
shall be paid in cash at the time that the associated PSUs vest. 
 (b) If Participant’s employment terminates involuntarily by
reason of (i) 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”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the
Performance Period and determined by the Committee in Section 3(f) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated
Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. 







 (c) If Participant’s employment terminates by reason of death or disability, a pro-rated
number of Shares, based on the fulfillment of the performance vesting conditions as measured between January 1, 2009 and the end of the calendar quarter in which such termination of employment takes place and determined by the Committee in
Section 3(f) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant
shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. 
 (d) If
Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the
Performance Period and determined by the Committee in Section 3(f) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated
Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. 
 (e) If Participant’s employment terminates for any reason other than those specified in Sections 3(b) and (c) and (d) above, all PSUs and any associated Dividend Equivalents shall be forfeited as
of the date of termination of active employment and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. 
 (f) On a date as soon as practicable following the end of the Performance Period or, in the case of Section 3(c), the end of the calendar
quarter in which Participant’s employment is terminated, the Committee shall certify the extent to which the performance vesting conditions set forth in Appendix A have been met (the “Certification Date”). As soon as practicable
thereafter, the Company shall cause to be issued to Participant Shares with respect to any PSUs that became vested on the Certification Date, provided that Participant was employed by the Company or an Affiliate such date (unless otherwise provided
in Sections 3(b), (c) or (d) above). Notwithstanding the foregoing, the Committee has the sole discretion to make downward adjustments to the award amount determined pursuant to Appendix A, including an adjustment such that no Shares are
issued to Participant, regardless of the fulfillment of the performance vesting conditions set forth in Appendix A. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the
PSUs unless and until such Shares have been issued to Participant. 
 4. Taxes. Regardless of any action the Company and/or an Affiliate take
with respect to any and all federal, state, local or other tax related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), Participant acknowledges that the ultimate liability for
all Tax-Related Items is and remains Participant’s responsibility. To satisfy any withholding obligations of the Company or an Affiliate with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon vesting of the
PSUs. To avoid negative accounting treatment, the Company may withhold for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. Alternatively, or in addition, the Company may
satisfy such withholding obligations by (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company or an Affiliate, (b) withholding from proceeds of the sale of Shares acquired upon vesting
of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (c) requiring Participant to tender a cash payment to the Company or an Affiliate
in the amount of the Tax-Related Items. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items. 
  

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 5. 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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 APPENDIX A 
  

					
	 PERFORMANCE LEVEL
	  	IF INGERSOLL-RAND’S PERFORMANCE
IN EPS GROWTH AGAINST THE S&P
500
INDUSTRIAL INDEX IS IN THE. . .	  	% OF TARGET PSU
ACHIEVEMENT
WILL
BE. . .
	 BELOW THRESHOLD
	  	0 TO 24.9TH PERCENTILE	  	0% (NO PAYOUT)
	 THRESHOLD
	  	25TH PERCENTILE	  	50%
		  	44.9TH PERCENTILE	  	75%
	 TARGET
	  	BETWEEN THE 45TH
PERCENTILE AND THE
54.9TH
PERCENTILE	  	100%
		  	55TH PERCENTILE	  	125%
	 SUPERIOR
	  	75TH PERCENTILE OR
GREATER	  	200%

  

	 	•	 	 ACTUAL PSU ACHIEVEMENT WOULD BE CALCULATED FOR
PERFORMANCE OUTCOMES BETWEEN THE RELATIVE PERCENTILE RANKINGS DEFINED ABOVE (E.G.,
IF INGERSOLL-RAND’S PERFORMANCE IS IN THE 65TH PERCENTILE, SEE
EXAMPLE ON NEXT PAGE) 


  

	 	•	 	 THE ACTUAL PSU ACHIEVEMENT IS DETERMINED BASED ON
INGERSOLL-RAND’S EARNINGS PER SHARE (“EPS”) GROWTH RELATIVE TO THE S&P 500
INDUSTRIALS INDEX OVER THE THREE-YEAR PERFORMANCE PERIOD 


  

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 APPENDIX A 
 PSU ACHIEVEMENT EXAMPLE 
  

			
	 AT GRANT (FEBRUARY 2009)

	 IR STOCK PRICE ON DATE OF
GRANT
	  	$20.00
	 PSP TARGET AWARD VALUE
	  	$75,000
	 PSP TARGET AWARD
	  	3,750 PSUS
	 AT END OF 3-YEAR PERFORMANCE PERIOD
(2009-2011; PAYOUT EARLY 2012)

	 IR’S 3-YEAR EPS RELATIVE TO S&P 500 INDUSTRIALS
INDEX
	  	65TH PERCENTILE
	 IR STOCK PRICE ON PAYOUT DATE
	  	$30.00
	 % OF PSP TARGET AWARD EARNED
	  	162.50%
	 TOTAL PSU ACHIEVEMENT
	  	6,093.75 PSUS
	 TOTAL VALUE OF PSU ACHIEVEMENT (AWARD IS
PAID IN SHARES)
	  	$182,812.50

  

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