EX-10.01






Exhibit 10.01




ITT CORPORATION 1997 LONG-TERM INCENTIVE PLAN

AWARD AGREEMENT




THIS AGREEMENT (the “Agreement”), effective as of the             day of                      , 20XX, by and between
ITT Corporation (the “Company”) and name (the “Participant”), WITNESSETH:



WHEREAS, the Participant is now employed by the Company or a Participating Company (as defined in
the Company’s 1997 Long-Term Incentive Plan, as amended and restated as of March 1, 2008 (the
“Plan”)) as an employee, and in recognition of the Participant’s valued services, the Company,
through the Compensation and Personnel Committee of its Board of Directors (the “Committee”),
desires to provide an opportunity for the Participant to receive a performance-based long-term
incentive award, pursuant to the provisions of the Plan.



NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and the
provisions of the Plan, a copy of which is attached hereto and incorporated herein as part of this
Agreement, and any administrative rules and regulations related to the Plan as may be adopted by
the Committee, the parties hereto hereby agree as follows:




	1.	 	Grant of Target Award and Performance Period. In accordance with, and subject to,
the terms and conditions of the Plan and this Agreement, the Company hereby grants to the
Participant a target Award of $xxx,xxx (the “Target Award”) for the Performance Period
commencing January 1, 20XX and ending December 31, 20XX. Payment of the Award is dependent
upon the achievement during the Performance Period of certain performance goals more fully
described in Section 2 of this Agreement.
	 
	2.	 	Terms and Conditions. It is understood and agreed that this Award is subject to the
following terms and conditions:






	 	(a)	 	Determination of TSR Award Payout.






	 	(i)	 	The amount of the TSR Award Payout, if any, for the Performance
Period shall be determined in accordance with the following formula:





TSR Award Payout = Payout Factor X Target Award





The “Payout Factor” is based on the Company’s total shareholder return
(defined and measured in accordance with paragraph (ii) below, the “TSR”)
for the Performance Period relative to the TSR for each company in the S&P
Industrials, determined in accordance with the following table:



	 	 	 
	If Company’s TSR rank against the	 	Payout Factor
	S&P Industrials is	 	(% of Target Award)
	less than the 35th percentile
	 	0%
	at the 35th percentile
	 	50%
	at the 50th percentile
	 	100%
	at the 80th percentile or more
	 	200%






Actual results between the 35th percentile and the 80th percentile numbers shown above are interpolated.



 TSR
Agreement-Filed 2009




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	 	(ii)	 	TSR is the sum of the yields of the dividend and any other
extraordinary shareholder payouts over the Performance Period, plus the
cumulative percentage change in stock price from the beginning to the end of
the Performance Period. For purposes of this Agreement, the Company’s
performance will be measured comparing (a) the average TSR over the trading
days in the month immediately preceding the start of the Performance Period
(December 20XX) with (b) the Company’s average TSR over the trading days in the
last month of the Performance Period (December 20XX). The Company’s TSR then
is compared to the TSR of the other stocks comprising the S&P Industrials over
the same period.






	 	(b)	 	Form and Timing of Payment of Award. Except as provided in subsection 2(f),
payment with respect to an earned TSR Award shall be made as soon as practicable (but
not later than March 15th) in the calendar year following the close of the
Performance Period. Payment shall be made in cash.
	 
	 	(c)	 	Effect of Termination of Employment. Except as otherwise provided below, if
the Participant’s employment with the Company or a Participating Company is terminated
for any reason prior to the end of the Performance Period, any Award subject to this
Agreement shall be immediately forfeited.






	 	(i)	 	Termination due to Death or Disability. If the
Participant’s termination of employment is due to death or Disability (as
defined below), the Award shall vest and will be payable at the time and in the
form as provided in subsection 2(b) above based on the Company’s TSR for the
entire Performance Period relative to the TSR for each company in the S&P
Industrials for the entire Performance Period.
	 
	 	(ii)	 	Termination due to Retirement or Termination by the Company
for Other than Cause. If the Participant’s termination of employment is
due to Retirement (as defined below) or if the Participant’s employment is
terminated by the Company (or a Participant Company, as the case may be) for
other than cause (as determined by the Committee), a prorated portion of the
Award shall vest (see “Prorated Vesting Upon Retirement or Termination by the
Company for Other than Cause” below) and will be payable at the time and in the
form as provided in subsection 2(b) above. For purposes of this subsection
2(c)(ii), the Participant shall be considered employed during any period in
which the Participant is receiving severance pay, and the date of the
termination of the Participant’s employment shall be the last day of any such
severance pay period.






Retirement. For purposes of this Agreement, the term “Retirement” shall mean the
termination of the Participant’s employment if, at the time of such termination, the
Participant is eligible to commence receipt of retirement benefits under a
traditional formula defined benefit pension plan maintained by the Company or a
Participating Company (or would be eligible to receive such benefits if he or she
were a participant in such traditional formula defined benefit pension plan).




Disability. For purposes of this Agreement, the term “Disability” shall mean the
complete and permanent inability of the Participant to perform all of his or her
duties under the terms of his or her employment, as determined by the Committee upon
the basis of such evidence, including independent medical reports and data, as the
Committee deems appropriate or necessary.



TSR
Agreement-Filed 2009




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Prorated Vesting upon Retirement or Termination by the Company for Other than Cause.
The prorated portion of the Award that vests due to termination of the
Participant’s employment due to Retirement or by the Company for other than cause
shall be determined by multiplying (i) the TSR Award Payout that would have been
paid based on the Company’s TSR for the entire Performance Period relative to the
TSR for each company in the S&P Industrials for the entire Performance Period, by
(ii) a fraction, the numerator of which is the number of full months the Participant
has been continually employed since the beginning of the Performance Period and the
denominator of which is 36. For this purpose, full months of employment shall be
based on monthly anniversaries of the commencement of the Performance Period.




	 	(f)	 	Acceleration Event. Notwithstanding anything in the Plan to the contrary,
upon the occurrence of an Acceleration Event during the Performance Period, (i) a
prorated portion of the Award shall vest based on actual performance though the date
of the Acceleration Event (such prorated portion to be determined as provided below in
this subsection 2(f)) and shall be paid within 30 days following the Acceleration
Event and (ii) the remaining portion of the Award (such remaining portion to be
determined as provided below in this subsection 2(f)) shall vest and shall be paid
within 30 days following the Acceleration Event. The prorated portion of the Award
that vests pursuant to subpart (i) in the prior sentence due to the Acceleration Event
shall be determined by multiplying (A) the TSR Award Payout determined based on the
Company’s TSR relative to the TSR for each company in the S&P Industrials determined
pursuant to subsection 2(a) based on TSR performance for the period beginning January
1, 20XX and ending on the date preceding the date on which the Acceleration Event
occurs (the “Prorated Period”), by (B) a fraction, the numerator of which is the
number of calendar days in the Prorated Period and the denominator of which is 1,095.
The remaining portion of the Award that vests pursuant to subpart (ii) in the first
sentence of this subsection 2(f) due to the Acceleration Event shall be determined by
multiplying (A) the Target Award by (B) a fraction, the numerator of which is the
number of calendar days remaining in the Performance Period as of the date of the
Acceleration Event (including day of the Acceleration Event) and the denominator of
which is 1,095.
	 
	 	(g)	 	Tax Withholding. Payments with respect to Awards under the Plan shall be
subject to applicable tax withholding obligations as described in Section 10.5 of the
Plan, or, if the Plan is amended, successor provisions.
	 
	 	(h)	 	Participant Bound by Plan and Rules. The Participant hereby acknowledges
receipt of a copy of the Plan and this Agreement and agrees to be bound by the terms
and provisions thereof. The Participant agrees to be bound by any rules and
regulations for administering the Plan as may be adopted by the Committee prior to the
settlement of the Award subject to this Agreement. Terms used herein and not
otherwise defined shall be as defined in the Plan.
	 
	 	(i)	 	Governing Law. This Agreement is issued in White Plains, New York, and shall
be governed and construed in accordance with the laws of the State of New York,
excluding any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to the substantive law of another
jurisdiction.





TSR
Agreement-Filed 2009




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IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Chairman,
President and Chief Executive Officer, or a Vice President, as of the        day of                      , 20XX.



			
	 	 	 
	Agreed to:
	 	ITT Corporation                               






                                                            

Participant



			
	 	 	 
	Dated:                                        
	 	Dated:
             
        , 20XX               






Enclosures



TSR
Agreement-Filed 2009




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