Form of IR Restricted Share Unit Grant Agreement



 Exhibit 10.56 
 INGERSOLL-RAND COMPANY LIMITED 
 INCENTIVE STOCK PLAN OF 2007 
 RESTRICTED
STOCK UNIT GRANT 
 DATED AS OF
FEBRUARY 12, 2009 
 Ingersoll-Rand Company Limited (the “Company”) hereby grants to [insert name]
(“Participant”) a restricted stock unit award (the “RSUs”) with respect to [insert number of shares subject to RSUs] shares of the Company’s common stock (the “Shares”), 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. Vesting and Issuance of Shares; Dividend Equivalents. 
 (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries
of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall
vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). 
 (b)
Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU 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 RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated
RSUs vest. 
 (c) 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”)), the number of Shares subject to the RSUs that would
have vested within 12 months of Participant’s termination of active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) and all other RSUs and 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 RSUs, the underlying Shares or any associated Dividend Equivalents. 
 (d) If Participant’s employment terminates by reason of death or disability, the Shares subject to the RSUs shall continue to vest according
to the schedule set forth in Section 1(a), notwithstanding such termination of employment. 
 (e) If Participant’s
employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such
termination of employment. 
 (f) If Participant’s employment terminates for any reason other than those specified in Sections
1(c), (d) and (e) above, all unvested RSUs and 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 RSUs, the underlying Shares or
any associated Dividend Equivalents. 







 (g) On or as soon as administratively practicable following each Vesting Date, the Company shall
cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless
and until such Shares have been issued to Participant. 
 2. 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 RSUs. 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 RSUs
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. 
 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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