Ingersoll Rand Inc 8-K, filed Oct 30, 2026
Ingersoll Rand Inc. (IR)
8-K
2026-10-30
For: 2026-10-27
View Original
Added on
October 30, 2026
About this 8-K
Ingersoll Rand Inc filed this 8-K on October 30, 2026, reporting on events of October 27, 2026.
Ingersoll Rand Inc. extended CEO Vicente Reynal’s term through February 29, 2032, increased annual base salary to $1,200,000, and approved 226,098 performance stock units. Michael Weatherred retired, with Scott Watson and Shaun Carlson appointed. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 27, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address, including zip code, of principal executive offices and registrant’s telephone number, including area code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Retirement of Michael Weatherred, Senior Vice President, Precision and Science Technologies (“PST”) Segment, and
Demand Generation and Execution (“DGX”)
On October 27, 2026, Michael Weatherred, Senior Vice President, Precision and Science Technologies (“PST”) Segment, and Demand Generation and Execution
(“DGX”) of Ingersoll Rand Inc. (the “Company”) provided notification of his retirement from such position, effective immediately and agreed to serve in an advisory role through May 2028.
Employment and Equity Award Agreements for Vicente Reynal, Chief Executive Officer
The executive compensation philosophy of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is centered on
two key tenets: (i) building long-term value for stockholders and (ii) driving employee engagement and retention. In line with this philosophy, and cognizant of discussions from stockholder engagement, the Committee approved, the grant of an
additional performance-based leadership equity incentive award (the “New Performance-Based Award”) to Vicente Reynal, the Company’s Chief Executive Officer (CEO) and Chairman of the Board, under the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan
(the “Omnibus Plan”). On October 27, 2026, the Committee also approved, effective as of such date, an amended and restated employment agreement with Mr. Reynal (the “Employment Agreement”).
Mr. Reynal’s vision and leadership have been integral to the Company’s growth and success. During his tenure, the Company has experienced significant
stockholder value creation. The Committee approved the New Performance-Based Award and Employment Agreement to motivate Mr. Reynal to continue to drive this track record of financial outperformance and retain him as the Company’s CEO for the
foreseeable future.
New Performance-Based Award
Pursuant to the Employment Agreement, the New Performance-Based Award has two components. First, a grant, expected to be made on November 23, 2026, of
226,098 Performance Stock Units (“PSUs”) (valued at approximately $17.1 million based upon the Company’s closing stock price on the effective date of the Employment Agreement) that vest if the Company achieves robust earnings growth objectives during
the period beginning on January 1, 2027 and ending on December 31, 2031 (the “Performance Period”), and Mr. Reynal remains employed through the Performance Period. Second, conditional annual grants of stock options as described below under
“Performance-Conditioned Stock Option Grants.”
Key design elements of the New Performance-Based Award include: (a) 100% of the award is contingent on the Company exceeding preset robust earnings growth
targets, (b) a five-year performance period for all PSUs and five year cliff-vesting for the stock options, (c) no guaranteed compensation, (d) a requirement of continued employment during the entire performance period for full vesting (except in
limited circumstances), and (e) change in control provisions that require “double trigger” vesting if assumed by a buyer.
Performance Stock Units
PSUs will be earned and vested based upon achieving earnings growth objectives. For the PSUs to fully vest, the Company must achieve a five-year compounded
annual growth rate (“CAGR”) in respect of Adjusted EPS (as defined below) of 10%, subject to adjustment pursuant to an annual ROIC modifier as described below.
The PSUs are eligible to vest based on the level of CAGR of the Company’s Adjusted EPS during the Performance Period as compared to the 2026 Adjusted EPS
baseline amount determined by the Committee. The number of PSUs that vest, if any, will be based on the Adjusted EPS CAGR during the Performance Period as determined by the Committee based on the table below (subject to adjustment by the ROIC
modifier).
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Percentage of PSUs Eligible to Vest
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Adjusted EPS CAGR Goals
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50%
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≥8%
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100%
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≥10%
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If performance is between the two goals set forth in the table above, the percentage of PSUs that will vest will be determined by linear interpolation
between 50% and 100% (subject to adjustment by the ROIC modifier).
The total number of PSUs determined to vest at the end of the Performance Period based on the table above will be adjusted pursuant to the ROIC modifier as
follows:
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Annual ROIC
Condition
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Per-Fiscal Year
Adjustment
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FY
2027
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FY
2028
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FY
2029
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FY
2030
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FY
2031
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Max Cumulative Impact
on the EPS Vested PSUs
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Greater than 200
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+2% per fiscal year
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+2%
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+2%
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+2%
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+2%
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+2%
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+10%
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Annual ROIC is ≥
0 and ≤ 200
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No adjustment
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0%
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0%
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0%
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0%
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0%
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0%
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Less than 0
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−2% per fiscal year
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−2%
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−2%
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−2%
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−2%
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−2%
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−10%
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The ROIC modifier adjustments will be determined by the Committee on a year-by-year basis (utilizing a five point quarterly average) and then aggregated,
such that the net impact on the vested PSUs from the ROIC modifier may range from −10% to +10% depending on the mix of Annual ROIC results across the five fiscal years during the Performance Period. Additionally, the Committee may, in its reasonable
discretion, make such equitable adjustments to any performance metrics (including the calculation methodology related thereto or any components thereof) that it determines to be necessary to prevent enlargement or diminution of the benefits or
potential benefits intended to be provided pursuant to the PSU award agreement.
Vesting is subject to Mr. Reynal’s continued employment through December 31, 2031; however, if there is a Qualifying Termination or Mr. Reynal dies or
becomes permanently disabled, in each case, after the expiration of the Performance Period and before the date on which the Committee certifies the level of performance achieved (the “PSU Vesting Date”), he remains entitled to receive the number of
PSUs that the Committee certifies has become vested.
If Mr. Reynal dies, becomes permanently disabled or experiences a Qualifying Termination prior to the end of the Performance Period, the calculation to
determine the number of PSUs, if any, that will become vested will be conducted as though (i) the last day of the Performance Period was the date on which such termination occurs,(ii) the Company’s Adjusted EPS will be the Adjusted EPS for the last
four completed fiscal quarters during the Performance Period prior to the date of such termination (or, if there are not four completed fiscal quarters at the time of such termination, then all of the PSUs will be forfeited on the date of such
termination) and, if the reason for such termination is a Qualifying Termination, the number of PSUs that will become vested will be prorated by the number of days Mr. Reynal was employed during the Performance Period, and (iii) the ROIC modifier
applies only to completed fiscal years during the Performance Period (assuming the last day of the Performance Period was the date on which the termination occurs).
If a change in control occurs following the expiration of the Performance Period but prior to the PSU Vesting Date, then the PSUs will vest on the closing
of such change in control based on the achievement of Adjusted EPS in accordance with the table above (after giving effect to the ROIC modifier) so long as Mr. Reynal has remained in continuous employment with the Company through such change in
control.
If a change in control occurs during the Performance Period and the PSUs are not assumed, then 100% of the PSUs (after giving effect to the ROIC modifier)
will become vested on the closing of the change in control so long as Mr. Reynal has remained continuously employed through such change in control.
If a change in control occurs prior to the expiration of the Performance Period and the PSUs are assumed by the successor to the Company, 100% of the PSUs
(after giving effect to the ROIC modifier for completed fiscal years as of the date of the change in control) will become vested (i) on the last day of the Performance Period so long as Mr. Reynal has remained continuously employed through such last
day or (ii) on the date of his termination if Mr. Reynal is terminated due to death, permanent disability or a Qualifying Termination following such change in control but prior to the end of the Performance Period.
Performance-Conditioned Stock Option Grants
Under his Employment Agreement, Mr. Reynal will be eligible to receive stock options to purchase shares of Common Stock in respect of fiscal years 2027
through 2031, based on growth of the Company’s Adjusted EPS as follows:
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stock options to purchase 50,000 shares of Common Stock for any such fiscal year where the Company’s Adjusted EPS growth is equal to 9% over the Company’s Adjusted EPS for the
prior fiscal year; or
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stock options to purchase 100,000 shares of Common Stock for any such fiscal year where the Company’s Adjusted EPS growth is equal to or greater than 10% over the Company’s
Adjusted EPS for the prior fiscal year; or
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stock options to purchase a number of shares of Common Stock for such fiscal year as will be determined by linear interpolation between 50,000 and 100,000 if the Company’s
Adjusted EPS growth in any such fiscal year is greater than 9% but less than 10%.
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If the Adjusted EPS goal is achieved for any such year, stock options will be granted in the following fiscal year on the same date on which the Company
grants its annual long-term incentive plan awards to its senior executives. The stock options will have an exercise price equal to the closing price of the Common Stock on the date of grant and will cliff vest on the fifth anniversary of the grant
date, subject to Mr. Reynal’s continued employment through such date. However, (i) if Mr. Reynal experiences a Qualifying Termination or he dies or becomes permanently disabled, the number of shares subject to the stock options that will become
vested on the date of such termination will be determined as if the stock options had instead vested 20% per year over five years, (ii) in the event of Mr. Reynal’s Approved Retirement, the stock options shall continue to vest in accordance with the
schedule set forth above as if he had not undergone a termination upon such Approved Retirement, subject to his continued compliance with option award agreement; and (iii) solely in the event of a termination due to his death or permanent disability,
Mr. Reynal will become immediately vested in an additional 20% of the stock options (in addition to the vesting resulting from the application of the vesting schedule described in clause (i)). If a change in control occurs and the stock options are
not assumed, then the stock options will become vested in full immediately upon the effective date of the change in control if Mr. Reynal remains continuously employed through the closing of the change in control. If the stock options are assumed by
the successor to the Company, and Mr. Reynal is subsequently terminated due to death, disability or a Qualifying Termination during the two-year period following such change in control, the stock options will become fully vested on the date of such
termination.
Employment Agreement
The Employment Agreement, which amends and restates Mr. Reynal’s prior employment agreement with the Company dated as of September 1, 2022 (the “Prior
Agreement”), extends the end date of the initial term from September 1, 2027 to February 29, 2032 (with automatic one-year renewals), increases annual base salary from $1,100,000 to $1,200,000, with an annual target bonus of 150% of annual base
salary (which target bonus remains unchanged from the Prior Agreement) and eligibility for the performance-conditioned stock option grants described above. Under the Employment Agreement, Mr. Reynal’s severance entitlements for a termination by the
Company without “Cause” or his resignation for “Good Reason” (each as defined in the Employment Agreement) have been modified from the Prior Agreement to also include a prorated annual bonus (based on actual performance for the fiscal year in which
termination occurs) and, solely if such termination occurs during the period beginning six months prior to a change in control and ending two years thereafter, Mr. Reynal’s severance will be equal to 1.5x his base salary (instead of 1x), and the
Company will pay him, on a tax-grossed up basis, a lump sum payment equal to the employer portion of the COBRA premiums for active employees for a period of 18 months following the date of termination. The changes to Mr. Reynal’s severance
obligations align his severance entitlements with those provided under the Company’s Executive Change in Control & Severance Plan. The Employment Agreement also provides that Mr. Reynal may make personal use of the aircraft leased by the Company
for an amount of time that does not result in the Company incurring more than $400,000 in aggregate incremental costs per year.
The foregoing descriptions of the Employment Agreement, Form of Performance Stock Unit Grant Notice and Agreement (in respect of the PSUs) and Form of Stock
Option Grant Notice and Agreement (in respect of the Performance-Conditioned Stock Option Grants) do not purport to be complete and are qualified in their entirety by reference to the respective agreements, which are attached as Exhibit 10.1, 10.2
and 10.3 hereto, respectively, and are incorporated by reference herein. Capitalized terms not defined herein shall have the meanings ascribed to them in the respective agreements.
| Item 7.01 |
Regulation FD Disclosure.
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On October 30, 2026, in connection with the retirement of Mr. Weatherred, the Company issued a press release regarding leadership updates and announced the
appointments of Scott Watson as senior vice president and group president, Industrial Technologies and Services North America and EMEIA; and Shaun Carlson as senior vice president and group president, PST, effective on October 27, 2026. The press
release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except
as otherwise expressly stated by specific reference in any such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit
No.
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Description
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Amended and Restated Employment Agreement, dated as of October 27, 2026, between Ingersoll Rand Inc. and Vicente Reynal.
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Performance Stock Unit Grant Notice and Agreement for Vicente Reynal.
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Form of Stock Option Grant Notice and Agreement (5-yr vesting) for Vicente Reynal (incorporated by reference to Exhibit B to Exhibit 10.1 hereto).
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Press Release of Ingersoll Rand Inc., dated October 30, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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INGERSOLL RAND INC.
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By:
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/s/ Andrew Schiesl
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Date: October 30, 2026
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Name: Andrew Schiesl
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Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
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Exhibit 10.1
Amended and Restated Employment Agreement
Vicente Reynal
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 27, 2026, is entered into by and between Ingersoll Rand Inc., a Delaware
corporation (the “Company”) and Vicente Reynal (“Executive”, and, together with the Company, collectively, the “Parties”).
WHEREAS, the Company and Executive originally entered into an employment agreement, dated as of September 1,
2022 (the “Prior Agreement”);
WHEREAS, the Company desires to amend and restate the Prior Agreement and to continue to employ Executive, and
Executive desires to continue such employment, pursuant to the terms and conditions set forth in this Agreement; and
WHEREAS, Executive acknowledges that (i) Executive’s employment with the Company will provide Executive with
trade secrets of, and confidential information concerning the Company, its subsidiaries and affiliates (collectively, the “Company Group”) and (ii) the covenants contained in this Agreement are essential to protect the business and
goodwill of the Company Group.
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Parties hereby
agree as follows:
1. Employment and Term. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment commencing on October 27, 2026 (the “Effective Date”) and ending on February
29, 2032 (the “Initial Term”), but shall be automatically renewed on the same terms and conditions set forth herein for additional one-year periods (each an “Extension Date”, and together with the Initial Term, the “Term”),
unless the Company or Executive provides the other party hereto ninety (90) days’ prior written notice before the expiration of the Initial Term or the next Extension Date that the Term shall not be so extended. Upon Executive’s termination of
employment with the Company for any reason, Executive shall immediately resign all positions and directorships, if any, with the Company Group.
2. Position and Duties.
(a) Position. During the Term, Executive shall serve as Chief Executive Officer and President and shall report directly to the Board of Directors of the Company (the “Board”). For so long as
Executive is employed as the Company’s Chief Executive Officer, the Board or a committee of the Board, as applicable, will nominate Executive for re-election as Chairman of the Board or, if the Board (or a committee thereof) determines in its
sole discretion that the positions of Chief Executive Officer and Chairman of the Board may not be held by the same individual, otherwise as a member of the Board. In addition, Executive shall serve in such other officer and/or director
positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding Executive) from time to time.
(b) Duties. Executive shall have the powers, authorities, and duties of management usually vested in the office of Chief Executive Officer and President of an entity of a similar size and nature to
the Company. Executive shall devote Executive’s full business time and attention to the performance of Executive’s duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise which would
conflict or interfere with the rendition of such services, either directly or indirectly; provided, that, nothing herein shall preclude Executive from (i) serving on the board of directors of one for-profit company as previously disclosed
to and approved by the Board; (ii) serving on civic or charitable boards or committees; and (iii) managing personal investments, so long as all such activities described in clauses (i) through (iii) above do not materially interfere with the
performance of Executive’s duties and responsibilities under this Agreement.
3. Compensation; Equity Participation.
(a) Base Salary. During the Term, Executive’s base salary shall be at the rate of $1,200,000 per annum, payable in regular installments in accordance with the Company’s usual payroll practices.
Executive’s annual base salary shall be subject to annual review for increase by the Board (or a duly authorized committee of the Board); provided, that the Board may decrease Executive’s Base Salary only if
such reduction is made as part of and consistent with an across the board temporary salary reductions instituted in response to significant economic hardship and applicable to the Company’s senior executive officers generally (such annual base
salary as may be increased or decreased from time to time, the “Base Salary”).
(b) Annual Bonus. With respect to each fiscal year of the Company ending during the Term and subject to the achievement of the applicable performance goals based on Company and individual
performance, Executive shall be eligible to earn an annual incentive bonus (the “Annual Bonus”) under the Company’s management incentive program for senior executives, with a target bonus equal to 150% of the Base Salary (such target bonus
as may be increased from time to time, the “Target Bonus”). The Annual Bonus, if any, earned for each fiscal year shall be paid to Executive on a date selected by the Company that falls during the fiscal year following the fiscal year of
the Company for which such Annual Bonus relates, but in no event later than May 1 of such following fiscal year.
(c) Annual Equity Grants. Executive will continue to be eligible for annual grants under the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”) as determined by the compensation
committee of the Board (the “Compensation Committee”) consistent with past practice; provided, that nothing in this Section 3(c) shall prevent the Compensation Committee from changing the composition of the equity instruments that
are awarded to Executive so long as such changes are generally applicable to all other senior executives of the Company.
(d) Additional PSU Grant. On November 23, 2026, Executive shall be granted, subject to his continued employment with the Company Group on the date of grant, a grant of 226,098 performance stock units (the “Additional PSU Grant”) under the 2026 Plan. The Additional PSU Grant shall be subject to the terms and conditions of the 2026 Plan as well as the vesting provisions set forth in the
Performance Stock Unit (Additional CEO Grant) Notice attached hereto as Exhibit A.
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(e) Additional Stock Option Grants. For each of fiscal years 2027 through 2031, (i) if the Company’s Adjusted EPS (as defined below) growth in any such fiscal year is equal to but not greater than 9%
over the Company’s Adjusted EPS for the prior fiscal year, Executive shall be granted a stock option to purchase 50,000 shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”) (an “Additional Option
Grant”), and (ii) if the Company’s Adjusted EPS growth in any such fiscal year is equal to or greater than 10% over the Company’s Adjusted EPS for the prior fiscal year, the Additional Option Grant shall be for 100,000 shares of Common
Stock, in each case, subject to his continued employment with the Company Group on the date of grant; provided, that, if the Company’s Adjusted EPS growth in any such fiscal year is greater than 9% but less than 10%, then the number of
stock options subject to the Additional Option Grant shall be determined by linear interpolation between 50,000 and 100,000. Each stock option subject to an Additional Option Grant will have an exercise price equal to the closing price of such
stock on the date of grant. If the Adjusted EPS goal as described herein is achieved for any given fiscal year, the Additional Option Grant shall be granted in the following fiscal year on the same date on which the Company grants its annual
long-term incentive plan grants to its other senior executives generally. Each Additional Option Grant shall be subject to the terms of the 2026 Plan and an option award agreement substantially in the form attached hereto as Exhibit B.
For purposes of this Section 3(e), “Adjusted EPS” means the Company’s adjusted diluted net income per share, as reported in the Company’s public filings (or if not so reported, as determined by the Board or a committee thereof in good
faith) and modified to reflect an effective tax rate (“ETR”) equal to the ETR applied in the determination of the Adjusted EPS Base Amount as set forth in the Performance Stock Unit (Additional CEO Grant) Notice (as described above), as
may be equitably adjusted by the Compensation Committee, in its reasonable discretion if it determines such adjustment is necessary to prevent enlargement or diminution of the benefits or potential benefits to be provided under this Section 3(e).
4. Employee Benefits; Vacation; Expense Reimbursement; Indemnification.
(a) Employee Benefits. During the Term, Executive shall be able to participate in employee benefit plans and perquisite and fringe benefit programs of the Company on a basis no less favorable than
such benefits and perquisites provided by the Company from time to time to the Company’s other senior executives.
(b) Vacation. Executive shall be eligible for twenty (20) days of annual vacation in accordance with the Company’s vacation policy as applicable to senior
executives of the Company.
(c) Expense Reimbursement. Executive shall be entitled to receive prompt reimbursement for all travel and business expenses reasonably incurred and accounted for by Executive, (in accordance with the
policies and procedures established from time to time by the Company) in performing services hereunder.
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(d) Indemnification; D&O Coverage. The Company Group and their respective successors and/or assigns, will indemnify, defend and hold harmless Executive to the fullest extent permitted by the
certificate of incorporation and bylaws of the Company with respect to any claims, actions, suits or proceedings in which Executive is or was made or is threatened to be made a party to or is otherwise involved in by reason of the fact that
Executive is or was a director, officer, or employee of the Company or of any member of the Company Group or providing services in any other capacity (such as a consultant) to any member of the Company Group while also serving as a director,
officer or employee of the Company or of any member of the Company Group. In addition, Executive shall be covered as an insured in respect of Executive’s activities as an officer or director of the Company or any member of the Company Group by
the directors and officers liability policy of the Company.
(e) Company Aircraft. For each fiscal year of the Company during the Term, Executive shall be eligible to make personal use of the Company’s aircraft for an amount
of time that does not result in the Company incurring more than $400,000 in aggregate incremental costs (as determined by the Company for purposes of Item 402 of SEC Regulation S-K).
5. Termination of Employment. The Term and Executive’s employment hereunder may be terminated under the following circumstances:
(a) Death. The Term and Executive’s employment hereunder shall terminate upon Executive’s death. Upon the termination of the Term and Executive’s employment hereunder as a result of this Section
5(a), Executive’s estate shall receive (i) any unpaid Base Salary accrued through the date of termination, (ii) any accrued but unpaid vacation pay, (iii) any vested or accrued benefits provided for under the applicable terms of applicable
Company employee benefit plans or arrangements in accordance with such terms, (iv) any unreimbursed expenses in accordance with Section 4(c), and (v) any earned but unpaid Annual Bonus for any fiscal year preceding the fiscal year in which the
termination occurs, in each case, paid to Executive within fifteen (15) days following the date of termination, unless earlier payment is required by applicable law (such amounts, and the applicable terms of payment, are hereafter referred to as
the “Accrued Amounts”).
(b) Disability. The Company may terminate the Term and Executive’s employment hereunder for Disability. “Disability” shall mean a condition entitling Executive to receive benefits under a
long-term disability plan of the Company Group in which the Executive is eligible to participate, or, in the absence of such a plan, the complete and permanent inability of Executive by reason of illness or accident to perform the duties of
Executive as set forth in Section 2(b). Any determination of whether Disability exists in the absence of a long-term disability plan shall be made by the Board in its sole and absolute discretion. Upon any termination of the Term and
Executive’s employment hereunder pursuant to this Section 5(b), Executive shall receive the Accrued Amounts.
(c) Termination for Cause; Voluntary Termination. At any time during the Term, (i) the Company may immediately terminate the Term and Executive’s employment hereunder for Cause by written notice; and
(ii) Executive may terminate the Term and Executive’s employment hereunder “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 5(a), 5(b) or 5(d), respectively); provided, that Executive
will be required to give the Company at least sixty (60) days’ advance written notice of any such termination. Upon the termination of the Agreement and Executive’s employment hereunder pursuant to
this Section 5(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement other than the Accrued Amounts.
4
“Cause” shall mean Executive’s: (A) material breach of the Company Group’s policies, the terms of which have previously been provided to or made available to Executive and are applicable to senior executives
of the Company; (B) act of theft, misappropriation, embezzlement, fraud or similar conduct involving the Company Group; (C) failure to act in accordance with any specific lawful instructions given to Executive by the Board in connection with the
performance of his duties hereunder, which failure continues beyond ten (10) business days after a written demand for substantial performance is delivered to Executive by the Board (the “Cure Period”); (D) willful or grossly negligent
conduct that results in damage of a material nature to the business or property of the Company Group and which is not fully cured during the Cure Period (if, in the Board’s reasonable judgment, such damage can be cured); or (E) intentional
misconduct.
(d) Termination for Good Reason or Without Cause.
i. Qualifying Termination Outside of Change in Control Protection Period. At any time during the Term, (A) the Company may terminate the Term and Executive’s employment hereunder without Cause (that
is, other than by death, Disability or for Cause, in accordance with Section 5(a), 5(b) or 5(c), respectively); and (B) Executive may terminate the Term and Executive’s employment hereunder for Good Reason (such termination described in subclause
(A) or (B), a “Qualifying Termination”). Upon the termination of the Term and Executive’s employment hereunder due to a Qualifying Termination that occurs outside of the Change in Control Protection Period (as defined in clause (ii)
below), Executive shall receive the Accrued Amounts. In addition, subject to Executive’s continued material compliance with the provisions of Sections 6, 7, 8 and 11(m) of this Agreement and Executive’s execution, delivery and non-revocation of
an effective release of claims against the Company Group substantially in the form attached hereto as Exhibit C (the “Release”), which Release must be executed (and not revoked) by Executive within sixty (60) days following the
date of Executive’s termination (the “Release Period”), Executive shall be entitled to (x) cash severance (the “Severance Payment”) equal to one times (1.0x) the Base Salary, which Severance Payment shall be payable in accordance
with the Company’s usual payroll practices in equal installments over the twelve (12)-month period following the date of termination, with the first such installment to be paid on the first payroll date after the Release becomes effective; (y) an
amount equal to the Annual Bonus pro-rated for the fiscal year in which such termination occurs (measured based on the actual achievement of the Company’s performance targets for such year and prorated for the period of time elapsing during the
fiscal year prior to the date of the Executive’s termination), which amount will be paid in a lump sum at the time that bonuses are paid to other senior executives of the Company for such fiscal year or if later, on the first payroll date after
the Release becomes effective (including the timing of payment therefor, the “Prorated Bonus”); and (z) if Executive and any of Executive’s eligible dependents, in each case, who participate in the Company’s medical, dental, vision and
prescription drug plans as of the date of termination, timely elect COBRA coverage under such plans, the Company shall pay Executive, on a tax grossed-up basis, a lump sum payment equal to the employer portion of the COBRA premiums for active
employees for a period of twelve (12) months following the date of termination, to be paid on the first payroll date after the Release becomes effective.
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ii. Qualifying Termination During Change in Control Protection Period. If Executive experiences a Qualifying Termination during the period beginning six (6) months prior to a Change in Control (as
defined below) and ending two (2) years following such Change of Control (such period, the “Change in Control Protection Period”), Executive shall receive the Accrued Amounts. In addition, subject to Executive’s continued material
compliance with the provisions of Sections 6, 7, 8 and 11(m) of this Agreement and Executive’s execution, delivery and non-revocation of the Release within the Release Period, Executive shall be entitled to (1) a lump sum cash payment equal to
one and one-half times (1.5x) the Base Salary, which amount shall be paid on the first payroll date after the Release becomes effective; (2) the Prorated Bonus; (3) if Executive and any of Executive’s eligible dependents, in each case, who
participate in the Company’s medical, dental, vision and prescription drug plans as of the date of termination, timely elect COBRA coverage under such plans, the Company shall pay Executive, on a tax-grossed up basis, a lump sum payment equal to
the employer portion of the COBRA premiums for active employees for a period of eighteen (18) months following the date of termination, to be paid on the first payroll date after the Release becomes effective.
iii. In the event Executive’s Qualifying Termination occurs during the portion of the Change in Control Protection Period that is prior to a Change in Control and Executive has already commenced receiving
payments and benefits under Section 5(d)(i) hereof prior to the Change in Control, then Executive shall be entitled to the payments and benefits under Section 5(d)(ii) in lieu of any additional payments or benefits under Section 5(d)(i), but only
to the extent an equivalent payment or benefit has not already been paid or provided pursuant to Section 5(d)(i) and, with respect to the payments under Section 5(d)(ii)(1) and Section 5(d)(ii)(3), shall be paid on the first payroll date after
the Release becomes effective or the first payroll date of the Company that occurs after the fifth (5th) day following the consummation of the Change in Control, but only to the extent that such payments (or the equivalent payments under Section
5(d)(i)(w) and Section 5(d)(i)(y), respectively) are not subject to Section 409A (as defined below), and, if and to the extent such payments are subject to Section 409A, the payment schedule under Section 5(d)(i)(w) or Section 5(d)(i)(x) shall
continue to apply to the payments that are subject to Section 409A.
iv. Definition of Change in Control. For purposes of this Agreement, “Change in Control” means: (i) the acquisition (whether by purchase, merger, consolidation, combination or other similar
transaction) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such shares of Common Stock issuable upon the exercise
of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such shares of Common Stock; or (B) the combined voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors; provided, that for purposes of this Agreement, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any affiliate thereof; (II) any acquisition
by any employee benefit plan sponsored or maintained by the Company or any affiliate thereof; or (III) any acquisition by Executive or any group of Persons including Executive (or any entity controlled by Executive or any group of Persons
including Executive); (ii) during any period of twelve (12) months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board;
provided, that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, that no individual initially elected or
nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other
actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or (iii) the sale, transfer or other disposition of all or substantially all of the assets of
the Company (taken as a whole) to any Person that is not an affiliate of the Company.
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v. 409A Compliance. Notwithstanding the foregoing, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
if the Release Period spans two (2) calendar years, the Severance Payment shall commence on the first regularly scheduled payroll date that occurs in the second calendar year (and, the first installment of the Severance Payment shall
include all installment payments that would otherwise have been paid prior to such date).
vi. Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s written consent, of any of the following events: (i) a material
diminution in Executive’s authority, duties or responsibilities or the assignment to Executive of any material duties inconsistent with the customary duties of Executive’s position hereunder (provided that, if the Company ceases to be a
publicly traded entity, such fact shall not constitute a change in Executive’s existing position); (ii) the relocation of the offices at which Executive is principally employed to a location which is more than fifty (50) miles from the offices at
which Executive is principally employed immediately prior to such relocation; (iii) the failure of the Board or a committee thereof, as applicable, to nominate Executive for re-election as a member of the Board or the failure to appoint the
Executive as Chairman of the Board while he is a member of the Board unless the Board, or such committee, as applicable, determines that the positions of Chief Executive Officer and Chairman of the Board may not be held by the same individual;
(iv) a material breach by the Company or any other member of the Company Group of this Agreement or any other material agreement to which Executive and the Company or a member of the Company Group are now or hereafter become parties; or (v)
except as is specifically provided in the proviso to Section 3(a), a reduction in Executive’s Base Salary or Target Bonus, provided, that, nothing herein shall be construed to guarantee an Annual Bonus for any fiscal year if the
applicable performance targets are not met; and provided, further, that it shall not constitute Good Reason if the Company makes an appropriate pro rata adjustment to the applicable Annual Bonus payable and the Target Bonus in the
event of a change in the fiscal year. In order for Executive to resign with Good Reason, Executive shall provide written notice to the Company of the existence of any such condition within ninety (90) days of the initial existence of such
condition and the Company fails to remedy the condition within thirty (30) days of receipt of such notice (the “Good Reason Cure Period”); provided, further, that Executive must actually terminate employment no later than
thirty (30) days following the end of such Good Reason Cure Period, if the Good Reason condition remains uncured.
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(e) Notice of Termination. Any purported termination of Executive’s employment by the Company or by Executive shall be communicated by written notice of termination to the other Party in accordance
with Section 11(e) hereof. Such notice shall indicate the specific termination provision in this Agreement being relied upon and shall, to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive’s employment under the provision so indicated.
6. Non-Competition; Non-Solicitation; No Hire. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:
(a) Non-Competition.
i. During Executive’s employment with the Company Group and for a period of two (2) years following the date Executive ceases to be employed by the Company Group (the “Restricted Period”), Executive
will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly
or indirectly solicit or assist in soliciting in competition with the Company Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings
on behalf of the Company during the one-year period preceding Executive’s termination of employment or any earlier relevant date.
ii. During the Restricted Period, Executive will not directly or indirectly: (A) engage in the Business in any geographical area where the Company Group engages in the Business; (B) enter the employ of, or
render any services to any Person engaged in the Business, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Person engaged
in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business
relationships between the members of the Company Group and any of their clients, customers, suppliers, partners, members or investors.
iii. Notwithstanding the foregoing, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business which are publicly traded on a national or regional stock
exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(b) Non-Solicitation of Business Relationships. During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or
indirectly: (i) solicit or encourage any employee of the Company Group to leave the employment of the Company Group; (ii) hire any employee who was employed by the Company Group as of the date of Executive’s termination of employment with the
Company or who left the employment of the Company Group coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company; or (iii) encourage any consultant or independent contractor of the Company
Group to cease working with the Company Group:
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(c) For purposes of this Agreement, “Business” shall mean the business of the design, manufacture, distribution and marketing of air and gas compressors, blowers, pumps and fluid transfer systems and
related activities, and any other business activity in which the Company and its subsidiaries may, after the date of this Agreement but prior to the date of Executive’s termination of employment, become engaged, or take substantial steps to
engage.
7. Confidentiality; Intellectual Property.
(a) Confidentiality.
i. Executive will not at any time (whether during or after the Term) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate,
share, transfer or provide access to any Person outside the Company (other than its professional advisors who are bound by confidentiality obligations or otherwise in performance of Executive’s duties hereunder and pursuant to customary industry
practice), any non-public, proprietary or confidential information—including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual
property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions,
government and regulatory activities and approvals—concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company on a confidential
basis (“Confidential Information”) without the prior written authorization of the Board. For the purposes of clarity, the Ingersoll Rand Execution Excellence and all its components and all processes, content and materials in any medium
relating thereto shall be deemed to be Confidential Information and shall not be subject to the exceptions set forth in clause (a) or (b) of Section 7(a)(ii) below.
ii. “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (b) made legitimately
available to Executive by a third party without breach of any confidentiality obligation of which Executive has knowledge; or (c) required by law to be disclosed; provided, that with respect to subsection (c) Executive shall give prompt
written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.
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iii. Upon termination of Executive’s employment with the Company Group for any reason, Executive shall (A) cease and not thereafter commence use of any Confidential Information (including without limitation,
any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; (B) not at any time use in any manner, disclose, or reveal any or all of Ingersoll Rand
Execution Excellence, and all its components and all processes, content and materials in any medium relating thereto (“IRX”); (C) make reasonable efforts to promptly destroy, delete, or return to the Company, at the Company’s option, all
originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) that to the best of Executive’s knowledge are in Executive’s possession or control (including any of the foregoing
stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company Group, except that Executive may retain only those
portions of any personal notes, notebooks and diaries that do not contain any Confidential Information and Executive may retain his address book (or other form of contact information) to the extent it does not contain Confidential Information, as
well as materials relating to Executive’s relationship with the Company and the termination thereof; and (D) notify and reasonably cooperate with the Company (as reasonably requested by the Company) regarding the delivery or destruction of any
other Confidential Information of which Executive is or becomes aware. Without limiting Executive’s obligations under clause (B) above, if Executive becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil
investigation demand, other demand or request by a Governmental Entity (as defined below) or the application of statutes, rules and regulations under the federal securities laws or otherwise) to disclose anything related to IRX, Executive shall
provide the Company with immediate written notice of such requirement and at least five (5) business days prior to such disclosure.
iv. Nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or
entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under
the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. Executive does not need the prior authorization of (or to give notice to) the
Company regarding any such communication or disclosure. Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret
that is made (A) in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of the law; or (B) in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal. Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
Notwithstanding the foregoing, under no circumstance is Executive authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product without the prior written consent of the Company’s General
Counsel. Furthermore, the Company will not limit Executive’s right to receive an award for providing information pursuant to the whistleblower provisions of any applicable law or regulation to any Governmental Entity.
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(b) Intellectual Property.
i. If Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, intellectual property, materials, documents or other work product (including without
limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Executive’s employment by the Company, that
are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights
(including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.
ii. If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope
of such employment and with the use of any Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by
applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such
rights does not vest originally in the Company.
iii. Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but
without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for
any other reason, after reasonable attempt, to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent
and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.
iv. Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential,
proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the
Company that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend
any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version from time to time previously disclosed to Executive.
8. Non-Disparagement. Following the termination of Executive’s employment with the Company Group for any reason Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager,
director, or officer of any member of the Company Group in any medium to any person. Notwithstanding the preceding, Executive may confer in confidence with Executive’s legal representatives and make truthful statements as required by law or
legal process, or to enforce this Agreement.
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9. Restrictive Covenants Generally. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in Sections 6, 7, and 8 to be reasonable (the “Covenants”), if a
final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall
not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained
herein. The restrictions contained in Sections 6, 7 and 8 supersede all prior agreements between Executive and the Company (or any predecessor) on the same subjects.
10. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the Covenants would be inadequate and the Company would suffer irreparable damages as a
result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of a material breach of any of the Covenants, in addition to any remedies at law, the Company shall be entitled to cease making any
payments or providing any benefit otherwise required by this Agreement and, in the case of a breach or threatened breach of any of the Covenants, seek equitable relief in the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available; provided, that in the event a court of competent jurisdiction issues a final judgment (not subject to appeal) or a final arbitration award or decision is
issued that Executive did not materially breach any of the Covenants (or any other restrictive covenant to which Executive is subject in any other agreement with any member of the Company Group), the Company shall be required to pay Executive any
payments or benefits that the Company had previously withheld either pursuant to this Section 10 or because Executive was terminated for Cause if such termination was solely the result of such an alleged Covenant (or other restrictive covenant)
breach.
(a) Executive’s Representations. Executive hereby represents and warrants to the Company that Executive’s acceptance of continued employment with the Company has not breached, and the performance of
Executive’s duties hereunder will not breach, any duty owed by Executive to any prior employer or other person or entity. Executive further represents and warrants to the Company that (i) Executive has read this Agreement in its entirety, fully
understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this Agreement and is signing the Agreement voluntarily and with full knowledge of its significance; (ii) the execution, delivery and
performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; (iii)
Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement with any previous employer or other person or entity which would be violated or otherwise interfere in any material respect with
the performance of his duties hereunder; and (iv) Executive shall not use any confidential information or trade secrets of any person or party other than the Company Group in connection with the performance of his duties hereunder, except with
valid written consent of such other person or party.
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(b) Mitigation. Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually receive compensation from any such other employment, the payments
required hereunder shall not be reduced or offset by any other compensation except as specifically provided herein.
(c) Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing
signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge. No waiver by any Party of any breach of any other Party of, or compliance with, any condition
or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
(d) Successors and Assigns.
i. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.
ii. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and, other than as set forth in Section 11(d)(iii), shall not be assignable by the Company without the
prior written consent of Executive (which shall not be unreasonably withheld).
iii. The Agreement shall be assignable by the Company to, and only to (A) any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company or (B) if Executive is performing substantial services for a subsidiary of the Company and all or substantially all of the business or assets of such subsidiary are sold to an unaffiliated third party, to the
subsidiary of the Company being sold or to the successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of such subsidiary, with such assignment to be effective
upon the consummation of such sale. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any such subsidiary or successors aforesaid which assumes and agrees to perform this Agreement by operation of law
or otherwise.
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(e) Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered
personally, if delivered by overnight courier service, or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via electronic mail to the
respective email addresses, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided,
that (i) notices sent by personal delivery or overnight courier shall be deemed given when delivered; (ii) notices sent by electronic mail transmission shall be deemed given at the time of delivery if between the hours of 9:00 a.m. and 5:00 p.m.
E.T. on a business day (“business hours”) and if not during business hours, at 9:00 a.m. on the next business day following delivery, provided a delivery confirmation is obtained by the sender; and (iii) notices sent by registered mail shall be
deemed given two (2) days after the date of deposit in the mail.
If to Executive, to such address as shall most currently appear on the records of the Company.
If to the Company, to:
Ingersoll Rand Inc.
525 Harbour Place Drive, Suite 600
Davidson, North Carolina 28036
Attention: General Counsel
Email: ****
With a copy, which shall not constitute notice, to:
Simpson, Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, CA 94304
Attention: Tristan Brown
Email: TBrown@stblaw.com
(f) GOVERNING LAW; CONSENT TO JURISDICTION; JURY TRIAL WAIVER. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE
INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY
APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN NEW CASTLE COUNTY, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN
INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY TO THIS AGREEMENT WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM.
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(g) Compliance with Code Section 409A. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A
of the Code (“Section 409A”), and shall be interpreted and construed consistently with such intent. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company,
Executive is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any
accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive)
until the first business day to occur following the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A), which initial payment will include the
payments and benefits that would have been paid to Executive during such six (6) month period but for the delay required by Section 409A; and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the
application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits
shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 11(g) in order
to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 11(g) without any interest thereon. The Company shall consult with Executive in good faith regarding
the implementation of this Section 11(g); provided, that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. Notwithstanding anything to the contrary herein, to the
extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms
shall mean separation from service. For purposes of Section 409A, Executive’s right to receive any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding
anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A, (A) the amount of
expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (B) the
reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and (C) the right to payment or
reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.
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(h) Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect.
(i) Advice of Counsel and Construction. Each Party acknowledges that such Party had the opportunity to be represented by counsel in the negotiation and execution of this Agreement. Accordingly, the
rule of construction of contract language against the drafting party is hereby waived by each Party.
(j) Entire Agreement; Effectiveness of Agreement. This Agreement constitutes the entire agreement between the parties as of the Effective Date and supersedes all previous agreements and
understandings between the parties with respect to the subject matter hereof, including, without limitation, the Prior Agreement.
(k) Withholding Taxes. The Company shall be entitled to withhold from any payment due to Executive hereunder any amounts required to be withheld by applicable tax laws or regulations.
(l) Section Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of
this Agreement.
(m) Cooperation. During the Term and at any time thereafter, Executive agrees to reasonably cooperate (with due regard given to Executive’s other commitments), (i) with the Company in the defense of
any legal matter not adverse to Executive and involving any matter that arose during Executive’s employment with the Company or any other member of the Company Group; and (ii) with all government authorities on matters pertaining to any
investigation, litigation or administrative proceeding pertaining to the Company or any other member of the Company Group, in each case, relating to Executive’s employment period and not adverse to Executive. The Company will reimburse Executive
for any reasonable travel and out-of-pocket costs and expenses incurred by Executive in providing such cooperation.
(n) Survival. Sections 4(d), 5, 6, 7, 8, 9, 10 and 11(b) through (h), (j), (k), and (m) shall survive and continue in full force in accordance with their terms notwithstanding any termination of the
Term or of Executive’s employment with the Company or any other member of the Company Group.
(o) Legal Fees. The Company shall reimburse Executive for reasonable, documented legal fees incurred by Executive in connection with the review, negotiation, and execution of this Agreement, as well
as the agreements evidencing the Additional Option Grant and the Additional PSU Grant to be entered into concurrently herewith, which reimbursement shall not exceed $30,000.
16
(p) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
[Signature page follows.]
17
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
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Ingersoll Rand Inc.
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By:
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/s/ Andrew Schiesl
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Name: Andrew Schiesl
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Title: SVP & General Counsel
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Executive
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/s/ Vicente Reynal
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Vicente Reynal
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[Signature Page to Reynal Employment Agreement]
EXHIBIT A
ADDITIONAL PSU GRANT AGREEMENT
PERFORMANCE STOCK UNIT (ADDITIONAL CEO GRANT) GRANT NOTICE
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
Ingersoll Rand Inc. (the “Company”), pursuant to its 2026 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below, the number of Performance Stock Units set forth below.
The Performance Stock Units are subject to all of the terms and conditions as set forth herein, in the Global Award Agreement (PSUs) attached hereto (the “Award Agreement”), and in the Plan, all of which are incorporated herein in their
entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
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Participant:
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Vicente Reynal
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Date of Grant:
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November 23, 2026
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Number of
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||
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Performance Stock Units Subject to Award:
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226,098 (subject to increase or decrease pursuant to the ROIC Modifier (as defined below))
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Performance-Vesting Provisions:
The Performance Stock Units granted hereunder shall be eligible to vest based on the level of compounded annual growth rate of the Company’s Adjusted EPS during the Performance Period as compared to the Adjusted EPS Base Amount (as defined
on Exhibit A), subject to adjustment pursuant to an annual ROIC (as defined below) modifier (the “ROIC Modifier”) as set forth below. Any PSUs that do not vest
because the applicable performance-vesting conditions described herein are not achieved shall automatically be forfeited effective as of the last day of the Performance Period.
| o |
provided, that, if the Company’s Adjusted EPS for fiscal year 2031 falls between the First Adjusted EPS Hurdle Amount
and the Second Adjusted EPS Hurdle Amount, the percentage of the PSUs that shall vest (subject to the ROIC Modifier) will be determined by linear interpolation between 50% and 100%.
|
2
Notwithstanding the foregoing, the total number of PSUs determined to vest at the end of the Performance Period based on the Company’s Adjusted EPS (as determined above) (such number of PSUs, the “EPS Vested
PSUs”) shall be adjusted pursuant to the ROIC Modifier as follows:
|
Annual ROIC
Condition
|
Per-Fiscal Year
Adjustment
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FY
2027
|
FY
2028
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FY
2029
|
FY
2030
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FY
2031
|
Max Cumulative
Impact on the EPS
Vested PSUs
|
||||||||
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Greater than 200
|
+2% per fiscal year
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+2%
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+2%
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+2%
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+2%
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+2%
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+10%
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||||||||
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Annual ROIC is ≥ 0 and ≤ 200
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No adjustment
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0%
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0%
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0%
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0%
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0%
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0%
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||||||||
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Less than 0
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−2% per fiscal year
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−2%
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−2%
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−2%
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−2%
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−2%
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−10%
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The ROIC Modifier adjustments shall be determined by the Committee on a year-by-year basis and then aggregated, such that the net impact on the EPS Vested PSUs from the ROIC Modifier may range from −10% to +10% depending on the mix of Annual
ROIC results across the five fiscal years during the Performance Period.
For illustration purposes, if Annual ROIC is greater than 200 for fiscal years 2027, 2028 and 2029 and less than 0 for fiscal years 2030 and 2031, the total number of EPS Vested PSUs that vest will be increased by a net 2%.
The number of EPS Vested PSUs, if any, shall be based on the Company’s Adjusted EPS for fiscal year 2031 as determined by the Committee following the end of the Performance Period and subject to adjustment pursuant to the ROIC Modifier (as
set forth above), which vesting shall occur on the date on which the Committee certifies the actual Adjusted EPS and Annual ROIC for fiscal year 2031 (which certification will occur as soon as practicable, but in no event more than 60 days,
following the end of the Performance Period) (the “PSU Vesting Date”). Such vesting shall also be subject to and require either (i) the Participant’s continuous service with the Service Recipient on the PSU Vesting Date; (ii) a
Qualifying Termination that occurs after the expiration of the Performance Period and before the PSU Vesting Date; or (iii) the Participant’s Termination due to death or Disability that occurs after the expiration of the Performance Period and
before the PSU Vesting Date. For the avoidance of doubt, if the Participant is terminated for Cause or resigns without Good Reason after the expiration of the Performance Period and before the PSU Vesting Date, all of the PSUs shall be
automatically forfeited on the date of such Termination. Any PSUs that do not vest because the applicable performance-vesting conditions described above are not achieved are automatically forfeited effective as of the last day of the
Performance Period.
3
In the event of the Participant’s Termination due to death, Disability or a Qualifying Termination prior to the end of the Performance Period, then the above calculation with respect to the PSUs will be conducted as though (i) the last day
of the Performance Period was the date on which such Termination occurs, (ii) the Company’s Adjusted EPS is the Adjusted EPS for the last four (4) completed fiscal quarters during the Performance Period prior to the date of such Termination
(or, if there are not four (4) completed fiscal quarters at the time of such Termination, then all of the PSUs shall be automatically forfeited on the date of such Termination) and (iii) the ROIC Modifier applies only to completed fiscal years
during the Performance Period (assuming the last day of the Performance Period was the date on which such Termination occurs). The number of PSUs, if any, resulting from such calculation shall become vested on the date of Termination, or, if
later, the date on which the Committee certifies the actual Adjusted EPS for the last four (4) completed fiscal quarters of the Company during the Performance Period prior to the date such Termination occurs (which certification will occur as
soon as practicable, but in no event more than 60 days, following the date of Termination); provided, that, solely in the case of a Qualifying Termination, the number of PSUs that become vested shall be
prorated by multiplying such number by a fraction, the numerator of which is the number of days the Participant was in continuous service with the Service Recipient from the Date of Grant through the date of such Qualifying Termination, and the
denominator of which is 1,826 (the total number of days in the period beginning on January 1, 2027 and ending on December 31, 2031). For the avoidance of doubt and except as provided below following a Change in Control, (x) if the Participant’s
employment with the Company is terminated for any reason other than due to death, Disability or a Qualifying Termination prior to the PSU Vesting Date, all of the PSUs shall be automatically forfeited on the date of such Termination and (y)
following a Termination due to death, Disability or a Qualifying Termination, any PSUs that do not vest in accordance with this paragraph shall automatically be forfeited.
Change in Control Vesting Where Change in Control Occurs After Expiration of Applicable Performance Period.
If a Change in Control occurs following the expiration of the Performance Period but prior to the PSU Vesting Date, then the PSUs (after giving effect to the ROIC Modifier) shall become fully vested (based on actual performance levels, as
determined by the Committee) on the closing of the Change in Control so long as the Participant remains in continuous service with the Service Recipient through the date of such Change in Control.
Change in Control Vesting Where Change in Control Occurs Prior to Expiration of Applicable Performance Period.
In the event of a Change in Control prior to the expiration of the Performance Period for the PSUs, and the PSUs are assumed in accordance with Section 12(b) of the Plan, 100% of the PSUs (after giving effect to the ROIC Modifier for
completed fiscal years as of the closing of such Change in Control) shall become fully vested upon the expiration of the Performance Period so long as the Participant remains in continuous service with the Service Recipient through the
expiration of such Performance Period. In the event of the Participant’s Termination due to death or Disability or a Qualifying Termination following such Change in Control but prior to the expiration of the Performance Period, as applicable,
100% of the PSUs (after giving effect to the ROIC Modifier for completed fiscal years as of the date of the Change in Control) shall become vested in full on the date of such Termination.
4
If the PSUs are not assumed in connection with a Change in Control, subject to the Participant’s continuous service with the Service Recipient through the date of such Change in Control, 100% of the PSUs (after giving effect to the ROIC
Modifier for completed fiscal years as of the date of the Change in Control) shall become fully vested as of the closing of such Change in Control.
Definitions:
“Adjusted EBITDA” shall have the meaning set forth in the Company’s public filings.
“Adjusted EPS” means the Company’s adjusted diluted net income per share, as reported in the Company’s public filings and modified to reflect an effective tax rate (“ETR”) equal to the ETR applied in the determination of the
Adjusted EPS Base Amount.
“Annual ROIC” means, for each fiscal year during the Performance Period, the change in ROIC from December 31st of the immediately preceding fiscal year
to December 31st of such fiscal year, expressed in basis points (which may be positive or negative).
“Cause” shall have the meaning ascribed to such term in the Participant’s employment agreement with the Company dated as of October 27, 2026.
“Good Reason” shall have the meaning ascribed to such term in the Participant’s employment agreement with the Company dated as of October 27, 2026.
“Invested Capital” means, as of any date of determination, an amount equal to (i) Net Working Capital plus (ii) Net PPE.
“M&A Activity” means any of the following transactions or events, whether consummated or pending, involving the Company or any of its Subsidiaries and a third party (i.e., any Person other than the Company and its Subsidiaries or
their respective Affiliates), as determined by the Committee: (i) any merger, consolidation, amalgamation, or similar business combination; (ii) any acquisition or disposition of significant equity, membership or similar interests, debt
interests, assets (other than in the ordinary course) or business lines (whether by purchase, sale, license, transfer, contribution, exchange or otherwise); (iii) any joint venture, strategic alliance, investment, partnership formation or
commercial arrangement involving a significant commitment of assets or resources; or (iv) any spin-off, carve-out, or other divestiture of any business unit or division. For the avoidance of doubt, “M&A Activity” shall include any
restructuring, recapitalization, or similar transaction that is undertaken in connection with any of the foregoing.
“M&A Activity Lookback Period” means, for purposes of determining Annual ROIC for any fiscal year (including the components of ROIC, e.g., Adjusted EBITDA, Net PPE and Net Working Capital, and the calculation of each ROIC
Quotient), (i) with respect to each of the Five Quarterly Quotients for such fiscal year, the trailing 24-month period ending on the applicable fiscal quarter-end, and (ii) with respect to each of the Five Quarterly Quotients for the
immediately preceding fiscal year, the trailing 12-month period ending on the applicable fiscal quarter-end.
5
“Net PPE” means, as of any date of determination, the value of the property, plant and equipment (net of accumulative depreciation) of the Company and its majority owned-Subsidiaries, as reflected in the Company’s public filings
excluding the impact or effect of any M&A Activity during the applicable M&A Activity Lookback Period as determined by the Committee in good faith.
“Net Working Capital” means, as of any date of determination, an amount equal to (i) the sum of net receivables (excluding the impact of any AR factoring), revenue contract assets and inventory (excluding LIFO reserve) of the Company
and its majority owned-Subsidiaries, minus (ii) the sum of the accounts payable and contract liabilities of the Company and its majority owned-Subsidiaries, in each case, as reflected in the Company’s
public filings and excluding the impact or effect of any M&A Activity during the applicable M&A Activity Lookback Period as determined by the Committee in good faith.
“Performance Period” means the period beginning on January 1, 2027 and ending on December 31, 2031.
“Qualifying Termination” means a Termination by the Company without Cause or by the Participant for Good Reason.
“ROIC” means, as of December 31st of any fiscal year, an amount (expressed as a percentage) equal to the average of the Five Quarterly Quotients for such
fiscal year.
“Five Quarterly Quotients” means, for any fiscal year, the ROIC Quotients as of each of the five (5) consecutive fiscal quarter-ends ending on December 31st of such fiscal year (i.e., December 31st of the immediately preceding fiscal
year and the last day of each of the four (4) fiscal quarters of such fiscal year).
“ROIC Quotient” means, as of any fiscal quarter-end, the quotient obtained by dividing (i) the Company’s Adjusted EBITDA for the four (4) consecutive fiscal quarters ending on such fiscal quarter-end by (ii) Invested Capital as of
such fiscal quarter-end, in each case excluding the impact or effect of any M&A Activity during the applicable M&A Activity Lookback Period, as determined by the Committee in good faith.
Adjustments:
The Committee may, in its reasonable discretion, make such equitable adjustments to any performance metrics (including the calculation methodology related thereto or any components thereof) that it determines to be necessary to prevent
enlargement or diminution of the benefits or potential benefits intended to be provided pursuant to the Award Agreement.
* * *
6
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE STOCK UNIT (ADDITIONAL CEO GRANT) GRANT NOTICE, THE GLOBAL AWARD AGREEMENT (PSUs) AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF
PERFORMANCE STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT (PSUs) AND THE PLAN.
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INGERSOLL RAND INC.
|
||
|
By:
|
||
|
Title:
|
GLOBAL AWARD AGREEMENT (PSUs)
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
Pursuant to the Performance Stock Unit (Additional CEO Grant) Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Global Award
Agreement (PSUs) (this “Award Agreement”) and the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (the “Plan”), Ingersoll Rand Inc. (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise
defined herein shall have the same meaning as set forth in the Plan.
8
1. Grant of Performance Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the
Company hereby grants to the Participant the number of Performance Stock Units provided in the Grant Notice (with each Performance Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock) (Performance Stock
Units are referred to herein as “Awards”) on the Vesting Date (as defined below).
2. Vesting. Except as otherwise specified in this Award Agreement and the Plan, the Performance Stock Units will
vest on the date(s) provided in the Grant Notice (the “Vesting Date”). Except as is otherwise specifically provided in the Grant Notice, any Performance Stock Units which have not vested as of the date of the Participant’s Termination
shall thereupon be forfeited immediately and without any further action by the Company.
3. Settlement of Performance Stock Units. The provisions of Section 9(d)(ii) of the Plan are hereby incorporated by
reference and made a part hereof; provided, that, in no event will settlement occur more than 60 days following the Vesting Date.
4. Company; Participant.
(a) The term “Company” as used in this Award Agreement with reference to employment shall include the Company and its Subsidiaries.
(b) Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to
apply to the executors, the administrators, or the person or persons to whom the Performance Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or
persons.
5. Non-Transferability. The Performance Stock Units are not transferable by the Participant except to Permitted
Transferees in accordance with applicable laws and Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Performance Stock Units, or of the rights represented thereby, whether voluntary or involuntary,
by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Performance Stock Units shall terminate and become of no further effect.
6. No Rights as Stockholder. The Participant or a Permitted Transferee of the Performance Stock Units shall have no
rights as a stockholder with respect to any share of Common Stock underlying a Performance Stock Unit unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock and no adjustment shall
be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.
7. Tax Withholding.
(a) The Participant shall be required to pay to the Company an amount equal to the amount of any income, employment and/or other applicable taxes that are
statutorily required to be withheld in respect of the Performance Stock Units.
9
(b) The Participant shall satisfy the maximum income, employment and/or other applicable taxes that are permitted to be withheld with respect to the Performance
Stock Units by having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, a number
of shares of Common Stock with an aggregate Fair Market Value equal to an amount not in excess of such maximum withholding liability (or portion thereof).
(c) The Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Participant’s employer (the “Employer”), the
ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participants (the “Tax-Related
Items”), is and remains the Participant’s responsibility. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspects of the Awards, including but not limited to, the grant, vesting or settlement of the Award, as applicable, the subsequent sale of shares of Common Stock acquired under the Plan and the receipt of any dividends; and (2) do not
commit to and are under no obligation to structure the terms of the grant or any aspect of the Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is
subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.
(d) Since the obligations for Tax-Related Items will be satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been
issued the full number of shares of Common Stock, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
8. Notice. Every notice or other communication relating to this Award Agreement between the Company and the
Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein
provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its
principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last
known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with
the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
9. No Right to Continued Service. This Award Agreement does not confer upon the Participant any right to continue as
an employee or service provider to the Company.
10
10. Binding Effect. This Award Agreement shall be binding upon the heirs, executors, administrators and successors
of the parties hereto.
11. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment
or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or
modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions
hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
| 12. |
Restrictive Covenants; Clawback/Forfeiture.
|
(a) The Performance Stock Units granted hereunder shall be subject to Participant’s continued compliance with any restrictive covenants between the Participant and
the Company or any of its Affiliates.
(b) Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the
Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the Performance Stock Units; or (ii) require that the Participant forfeit any gain realized on the vesting of the Performance Stock Units and
repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a
financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Performance Stock Units shall be subject to
reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law. “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any
member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; (iii) a breach by the Participant of any restrictive covenant by which such
Participant is bound, or (iv) engaging in conduct that is prohibited by the terms of any restrictive covenants by which such Participant is bound, regardless of whether such conduct constitutes a breach of such restrictive covenants.
(c) The Participant acknowledges that Section 12(b) above is intended solely to reflect the economic agreement between the Company and the Participant. Nothing in
Section 12(b) shall be considered or interpreted as restricting the ability of the Participant in any way from engaging in any form of employment or other work of any nature whatsoever.
(d) The Participant hereby acknowledges and agrees that the Performance Stock Units are subject to clawback and repayment as set forth in Section 14(v) of the
Plan.
11
13. Language. By electing to accept this Award Agreement, the Participant acknowledges that he or she is
sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Award Agreement. If the Participant has received this
Award Agreement or any other documentation related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
14. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the
Participant’s participation in the Plan, on the Awards and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the
Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
15. Insider Trading/Market-Abuse Laws. The Participant may be subject to insider trading restrictions and/or market
abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept,
acquire, sell or otherwise dispose of the shares of Common Stock, rights to the shares of Common Stock (i.e., Performance Stock Units) or rights linked to the value of the shares of Common Stock under
the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or
amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees and (ii) “tipping” third
parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The
Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and the Participant should speak with the Participant’s personal advisor on this matter.
16. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
17. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of shares of Common Stock. The Participant understands and agrees that the Participant should consult with his or her own personal
legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents
related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company. Further, the parties hereto shall be entitled to rely on delivery of a facsimile or other electronic copy of this Award Agreement, and delivery by either
party of such facsimile or electronic copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.
12
19. Governing Law and Venue. This Award Agreement shall be construed and interpreted in accordance with the laws of
the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant
or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
20. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.
21. Section 409A. It is intended that the Performance Stock Units granted hereunder shall be exempt from Section
409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.
EXHIBIT A
| • |
“Adjusted EPS Base Amount” means the Company’s adjusted diluted net income per share for fiscal year 2026, as reported in the Company’s public filings, modified to reflect an effective tax rate of 22.8%
|
| • |
“First Adjusted EPS Hurdle Amount” means an amount determined by applying a compounded annual growth rate of 8% during the Performance Period starting with the Adjusted EPS Base Amount
|
| • |
“Second Adjusted EPS Hurdle Amount” means an amount determined by applying a compounded annual growth rate of 10% during the Performance Period starting with the Adjusted EPS Base Amount
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FORM OF STOCK OPTION AGREEMENT
CEO Form for Additional Grant
OPTION GRANT NOTICE
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
Ingersoll Rand Inc. (the “Company”), pursuant to the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option
representing the right to purchase one share of Common Stock) at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions as set forth herein, in the Global Award Agreement (attached hereto or
previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
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Participant:
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Vicente Reynal
|
|
Date of Grant:
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[Insert Date of Grant]
|
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Vesting Commencement Date:
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[Insert Vesting Commencement Date]
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|
Number of Options:
|
[Insert No. of Options Granted]
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Option Exercise Price:
|
[Insert Exercise Price]
|
|
Option Period Expiration Date:
|
Ten years from Date of Grant
|
|
Type of Option:
|
Nonqualified Stock Option
|
|
Vesting Schedule:
|
Provided the Participant has not undergone a Termination prior to such anniversary, 100% of the Options shall become vested and exercisable on the fifth anniversary of the Vesting Commencement Date.
|
2
|
In the event of the Participant’s Termination, all vesting with respect to the Options shall cease and all unvested Options shall be forfeited by the Participant for no consideration as of the date of such Termination; provided, that (i) in the event of the Participant’s Qualifying Termination or a termination due to the Participant’s death or Disability, the number of Options that shall become vested and
exercisable on the date of such Termination shall be determined as if the Vesting Schedule above is instead 20% of the Options vesting on each of the first through fifth anniversaries of the Vesting Commencement Date, and (ii) in the
event of the Participant’s Approved Retirement, the Options shall continue to vest in accordance with the schedule set forth above as if the Participant had not undergone a Termination upon such Approved Retirement, subject to the
Participant’s continued compliance with Section 14 of the Global Award Agreement; provided, further, solely with respect to (i), in the event of the Participant’s death or Disability, the
Participant shall immediately vest in an additional 20% of the Options as of the date of such death or Disability. Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal
development in the Participant’s jurisdiction that would likely result in the favorable treatment that applies to Options if the Participant’s Termination occurs as a result of the Participant’s Approved Retirement being deemed unlawful
and/or discriminatory, the Company may determine that the Participant’s Retirement is no longer an Approved Retirement and the remaining provisions of the Options will govern.
|
|
|
In the event of Change in Control in which the Options are not assumed by the successor to the Company in connection with such Change in Control, all unvested Options shall immediately vest as of the date of the consummation of such
Change in Control; provided, that the Participant remains continuously employed through such date.
|
|
|
If the Option is assumed in connection with a Change in Control and there is a Qualifying Termination or a Termination due to the Participant’s death or Disability during the two-year period following such Change in Control, all
unvested Options shall immediately vest as of the date of such Termination.
|
|
|
Definitions:
|
“Approved Retirement” means a Retirement that occurs following the Participant’s receipt of written confirmation by the Company that such Retirement will be designated as an “Approved Retirement” for purposes of the Plan. The
designation of an Approved Retirement shall be made by the Company in its reasonable discretion after the Participant has notified the Company of his intention to permanently leave the workforce and the Company has determined that it is
reasonable for the Company to conclude that the Participant is genuinely and permanently leaving the workforce or otherwise has determined that the Participant’s Retirement should be designated as an Approved Retirement, and the
Company’s determination as to whether a Retirement is an Approved Retirement shall be final and binding upon the Participant. In the event that the Company determines, during the six (6) month period following the Participant’s
Retirement, in its reasonable discretion that, in connection with the designation of a Retirement as an Approved Retirement, the Participant intentionally misrepresented his intention to permanently leave the workforce, the Company
shall be entitled to revoke the designation of such Retirement as an Approved Retirement with retroactive effect upon written notice thereof to the Participant.
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3
|
“Cause” has the meaning set forth in the Participant’s employment agreement with the Service Recipient.
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|
“Disability” has the meaning set forth in the Participant’s employment agreement with the Service Recipient.
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|
|
“Good Reason” has the meaning set forth in the Participant’s employment agreement with the Service Recipient.
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|
|
“Qualifying Termination” means a Termination by the Company without Cause or by the Participant with Good Reason.
|
| * |
* | * |
4
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE
TERMS OF THIS OPTION GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN.
|
INGERSOLL RAND INC.
|
PARTICIPANT1
|
|
|
By:
|
||
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Title:
|
| 1 |
To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.
|
GLOBAL AWARD AGREEMENT
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
Pursuant to the Option Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Global Award Agreement (this “Award Agreement”)
and the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (the “Plan”), Ingersoll Rand Inc. (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set
forth in the Plan.
1. Grant of Options. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby
grants to the Participant the number of Options provided in the Grant Notice (with each Option representing the right to purchase one share of Common Stock), at an Exercise Price per share as provided in the Grant Notice (Options are referred
to herein as “Awards”). The Company may make one or more additional grants of Options to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions
differing from this Award Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Options hereunder and makes no implied promise to grant additional Options.
2. Vesting. Subject to the conditions contained herein and the Plan, the Options shall vest as provided in the
Grant Notice.
3. Exercise and Vesting of Options Following Termination. In the event of Participant’s Termination (a) by the
Company for Cause, all outstanding Options granted pursuant to the Grant Notice shall immediately terminate and expire; (b) due to death, Disability or the Participant’s Qualifying Termination, each outstanding unvested Option granted pursuant
to the Grant Notice shall vest in accordance with the revised schedule set forth in the Grant Notice and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option
Period) and each such Option that remains unvested after taking the application of such revised vesting schedule shall immediately terminate and expire; (c) due to Participant’s Approved Retirement, each outstanding unvested Option granted
pursuant to the Grant Notice shall continue to vest in accordance with the schedule set forth in the Grant Notice as if the Participant had not undergone a Termination upon such Approved Retirement, subject to the Participant’s continued
compliance with Section 14 of this Award Agreement, and each outstanding vested Option shall remain exercisable for five years thereafter (but in no event beyond the expiration of the Option Period); and (d) for any reason other than as set
forth in this Section 3, each outstanding unvested Option granted pursuant to this Grant Notice (after taking into account any applicable accelerated vesting described in the Vesting Schedule of the Grant Notice) shall immediately terminate and
expire and each outstanding vested Option shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the Option Period).
4. Method of Exercising Options. The Options may be exercised by the delivery of notice of the number of Options
that are being exercised accompanied by payment in full of the Exercise Price applicable to the Options so exercised. Such notice shall be delivered either (x) in writing to the Company at its principal office or at such other address as may
be established by the Committee, to the attention of the Company Secretary; or (y) to a third-party plan administrator as may be arranged for by the Company or the Committee from time to time for purposes of the administration of outstanding
Options under the Plan, in the case of either (x) or (y), as communicated to the Participant by the Company from time to time. Payment of the aggregate Exercise Price shall be made using either the method described in Section 7(d)(i) or
Section 7(d)(ii)(C) of the Plan.
5. Issuance of Shares Upon Exercise of Options. Following the exercise of an Option hereunder, as promptly as
practical after receipt of such notification and full payment of such Exercise Price and any required income or other tax withholding amount (as provided in Section 9 hereof), the Company shall issue or transfer, or cause such issue or
transfer, to the Participant the number of shares with respect to which the Options have been so exercised, and shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the
Participant’s name or (b) cause such shares to be credited to the Participant’s account at the third-party plan administrator.
6. Company; Participant.
(a) The term “Company” as used in this Award Agreement with reference to employment shall include the Company and its Subsidiaries.
(b) Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed
to apply to the executors, the administrators, or the person or persons to whom the Options may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
7. Non-Transferability. The Options are not transferable by the Participant except to Permitted Transferees in
accordance with applicable laws and Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or
otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect.
8. No Rights as Stockholder. The Participant or a Permitted Transferee of the Options shall have no rights as a
stockholder with respect to any share of Common Stock covered by an Option until the Participant or the Permitted Transferee shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made
for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant or the Permitted Transferee shall become the holder of record or the beneficial
owner thereof.
9. Tax Withholding.
(a) The Participant shall be required to pay to the Company an amount equal to the amount of any income, employment and/or other applicable taxes that are
statutorily required to be withheld in respect of the Options.
(b) The Participant shall satisfy the maximum income, employment and/or other applicable taxes that are permitted to be withheld with respect to the Options by
having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting or settlement of the Award, as applicable, a number of
shares of Common Stock with an aggregate Fair Market Value equal to an amount not in excess of such maximum withholding liability (or portion thereof).
(c) The Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Participant’s employer (the “Employer”), the
ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participants (the “Tax-Related
Items”), is and remains the Participant’s responsibility. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspects of the Awards, including but not limited to, the grant, exercise, vesting or settlement of the Award, as applicable, the subsequent sale of shares of Common Stock acquired under the Plan and the receipt of any
dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.
Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
(d) Since the obligations for Tax-Related Items will be satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been
issued the full number of shares of Common Stock, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
10. Notice. Every notice or other communication relating to this Award Agreement between the Company and the
Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein
provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its
principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last
known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with
the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
11. No Right to Continued Service. This Award Agreement does not confer upon the Participant any right to continue
as an employee or service provider to the Company.
12. Binding Effect. This Award Agreement shall be binding upon the heirs, executors, administrators and successors
of the parties hereto.
13. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration,
amendment or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration,
amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or
transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
14. Restrictive Covenants; Clawback/Forfeiture.
(a) The Options granted hereunder shall be subject to the Participant’s continued compliance with any restrictive covenants between the Participant and the Company
or any of its Affiliates.
(b) Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the
Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the Options; or (ii) require that the Participant forfeit any gain realized on the exercise of the Options or the disposition of any shares of
Common Stock received upon the exercise of the Options, and repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for
any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the
foregoing, all Options shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law. For purposes of this Award Agreement, “Detrimental Activity” means any of the following:
(i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause;
(iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, including, without limitation, the covenants set forth in the Participant’s employment agreement with the Service Recipient; or (iv) engaging in
conduct that is prohibited by the terms of any restrictive covenants by which such Participant is bound, regardless of whether such conduct constitutes a breach of such restrictive covenants.
(c) The Participant acknowledges that Section 14(b) above is intended solely to reflect the economic agreement between the Company and the Participant. Nothing in
Section 14(b) shall be considered or interpreted as restricting the ability of the Participant in any way from engaging in any form of employment or other work of any nature whatsoever.
(d) The Participant hereby acknowledges and agrees that the Options are subject to clawback and repayment as set forth in Section 14(v) of the Plan.
15. Language. By electing to accept this Award Agreement, the Participant acknowledges that he or she is
sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Award Agreement. If the Participant has received this
Award Agreement or any other documentation related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
16. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the
Participant’s participation in the Plan, on the Awards and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the
Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
17. Insider Trading/Market-Abuse Laws. The Participant may be subject to insider trading restrictions and/or market
abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept,
acquire, sell or otherwise dispose of the shares of Common Stock, rights to the shares of Common Stock (i.e., Options) or rights linked to the value of the shares of Common Stock under the Plan during
such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of
orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees and (ii) “tipping” third parties or
causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant
acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and the Participant should speak with the Participant’s personal advisor on this matter.
18. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
19. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of shares of Common Stock. The Participant understands and agrees that the Participant should consult with his or her own personal
legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
20. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents
related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company. Further, the parties hereto shall be entitled to rely on delivery of a facsimile or other electronic copy of this Award Agreement, and delivery by either
party of such facsimile or electronic copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.
21. Governing Law and Venue. This Award Agreement shall be construed and interpreted in accordance with the laws of
the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the
Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
22. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.
EXHIBIT C
GENERAL RELEASE
THIS GENERAL RELEASE, dated as of [_____ ], 20__ (this “Agreement”), is entered into by and between
Vicente Reynal (“Executive”) and Ingersoll Rand Inc., a Delaware corporation, (the “Company”).
WHEREAS, Executive is currently employed by the Company; and
WHEREAS, Executive’s employment with the Company will terminate effective as of [_____ ], 20__.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other
good and valuable consideration, Executive and the Company hereby agree as follows:
1. Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of Section 5(d)(i) of the employment agreement by and among
Executive and the Company, dated as of October 27, 2026 (the “Employment Agreement”); provided, that no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 4 below.
2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints,
claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or
Executive’s status at any time as a holder of any securities of, any of the Company and any of its subsidiaries or affiliates (together, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or
ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and
assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group
and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age
against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of
1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, and the Worker Adjustment and Retraining Notification Act of 1988, all as amended; and all
other applicable federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company
Releasees under these and any other laws; provided, that Executive does not waive or release Claims (i) with respect to claims arising from any breach by the Company Group of this Agreement or Executive’s right to enforce this Agreement
or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company Group; (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan
or any bonus plan or policy of the Company Group; (iii) any rights to indemnification (including the advancement of legal fees) or expense reimbursement under the Employment Agreement, any agreement between Executive and any member of the Company
Group or the limited liability company agreement or other organization document of any member of the Company Group, or pursuant to any director’s and officer’s liability insurance policy, in the future or previously in force; (iv) rights of
Executive for expense reimbursement from the Company; (v) any rights Executive may have to workers’ compensation benefits or to continued benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985; (vi) any right of
Executive in his capacity as an equityholder of Company securities, including, but not limited to, rights under the agreements evidencing annual equity grants and additional equity grants pursuant to the Employment Agreement or Prior Agreement
(as defined in the Employment Agreement); or (vii) claims that may not be waived by law and any claims arising after the date this Agreement is signed. For the avoidance of doubt, the Claims released or waived pursuant to this paragraph shall
not be deemed to relate to or include the rights and coverage of Executive under any directors and officers and other such insurance policies of any member of the Company Group.
C-1
THIS MEANS THAT, BY SIGNING THIS AGREEMENT, EXECUTIVE WILL HAVE WAIVED ANY RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE COMPANY
RELEASEES UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT, EXCEPT WITH RESPECT TO ANY CLAIM NOT WAIVED OR RELEASED AS CONTEMPLATED BY THE PRECEDING PARAGRAPH. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS AGREEMENT SHALL PREVENT EXECUTIVE FROM (I)
INITIATING OR CAUSING TO BE INITIATED ON HIS BEHALF ANY COMPLAINT, CHARGE, CLAIM OR PROCEEDING AGAINST ANY MEMBER OF THE COMPANY GROUP BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HIS
CLAIMS UNDER ADEA CONTAINED IN THIS AGREEMENT (BUT NO OTHER PORTION OF SUCH WAIVER); OR (II) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION WITH
RESPECT TO ADEA.
3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of this Agreement and, to the extent he has not used
the entire 21-day period prior to executing this Agreement, Executive does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY
THE COMPANY TO CONSULT AN ATTORNEY AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF.
EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.
C-2
4. Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation,
any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.
5. Each party and its counsel have reviewed this Agreement and has been provided the opportunity to review this Agreement and accordingly, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of this Release shall be construed as a whole, and according to their fair meaning, and not strictly
for or against either party.
[Signature Page to General Release Follows]
C-3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
|
Ingersoll Rand Inc.
|
||
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By:
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Name:
|
||
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Title:
|
||
|
Executive
|
||
|
Vicente Reynal
|
||
Signature Page to Release Agreement
Exhibit 10.2
PERFORMANCE STOCK UNIT (ADDITIONAL CEO GRANT) GRANT NOTICE
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
Ingersoll Rand Inc. (the “Company”), pursuant to its 2026 Omnibus
Incentive Plan (the “Plan”), hereby grants to the Participant set forth below, the number of Performance Stock Units set forth below. The Performance Stock Units are subject to all
of the terms and conditions as set forth herein, in the Global Award Agreement (PSUs) attached hereto (the “Award Agreement”), and in the Plan, all of which are incorporated herein
in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
|
Participant:
|
Vicente Reynal
|
|
|
Date of Grant:
|
November 23, 2026
|
|
|
Number of
|
||
|
Performance Stock Units Subject to Award:
|
|
226,098 (subject to increase or decrease pursuant to the ROIC Modifier (as defined below))
|
Performance-Vesting Provisions:
The Performance Stock Units granted hereunder shall be eligible to vest based on the level of compounded annual growth rate of the Company’s Adjusted EPS during
the Performance Period as compared to the Adjusted EPS Base Amount (as defined on Exhibit A), subject to adjustment pursuant to an annual ROIC (as defined below)
modifier (the “ROIC Modifier”) as set forth below. Any PSUs that do not vest because the applicable performance-vesting conditions described herein are not achieved
shall automatically be forfeited effective as of the last day of the Performance Period.
| o |
provided, that, if the Company’s Adjusted EPS for
fiscal year 2031 falls between the First Adjusted EPS Hurdle Amount and the Second Adjusted EPS Hurdle Amount, the percentage of the PSUs that shall vest (subject to the ROIC Modifier) will be determined by linear interpolation between 50%
and 100%.
|
2
Notwithstanding the foregoing, the total number of PSUs determined to vest at the end of the Performance Period based on the Company’s Adjusted EPS (as determined
above) (such number of PSUs, the “EPS Vested PSUs”) shall be adjusted pursuant to the ROIC Modifier as follows:
|
Annual ROIC
Condition
|
Per-Fiscal Year
Adjustment
|
FY
2027
|
FY
2028
|
FY
2029
|
FY
2030
|
FY
2031
|
Max Cumulative
Impact on the EPS
Vested PSUs
|
||||||||
|
Greater than 200
|
+2% per fiscal year
|
+2%
|
+2%
|
+2%
|
+2%
|
+2%
|
+10%
|
||||||||
|
Annual ROIC is ≥ 0 and ≤ 200
|
No adjustment
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
||||||||
|
Less than 0
|
−2% per fiscal year
|
−2%
|
−2%
|
−2%
|
−2%
|
−2%
|
−10%
|
The ROIC Modifier adjustments shall be determined by the Committee on a year-by-year basis and then aggregated, such that the net impact on the EPS Vested PSUs
from the ROIC Modifier may range from −10% to +10% depending on the mix of Annual ROIC results across the five fiscal years during the Performance Period.
For illustration purposes, if Annual ROIC is greater than 200 for fiscal years 2027, 2028 and 2029 and less than 0 for fiscal years 2030 and 2031, the total
number of EPS Vested PSUs that vest will be increased by a net 2%.
The number of EPS Vested PSUs, if any, shall be based on the Company’s Adjusted EPS for fiscal year 2031 as determined by the Committee following the end of the
Performance Period and subject to adjustment pursuant to the ROIC Modifier (as set forth above), which vesting shall occur on the date on which the Committee certifies the actual Adjusted EPS and Annual ROIC for fiscal year 2031 (which certification
will occur as soon as practicable, but in no event more than 60 days, following the end of the Performance Period) (the “PSU Vesting Date”). Such vesting shall also be subject to
and require either (i) the Participant’s continuous service with the Service Recipient on the PSU Vesting Date; (ii) a Qualifying Termination that occurs after the expiration of the Performance Period and before the PSU Vesting Date; or (iii) the
Participant’s Termination due to death or Disability that occurs after the expiration of the Performance Period and before the PSU Vesting Date. For the avoidance of doubt, if the Participant is terminated for Cause or resigns without Good Reason
after the expiration of the Performance Period and before the PSU Vesting Date, all of the PSUs shall be automatically forfeited on the date of such Termination. Any PSUs that do not vest because the applicable performance-vesting conditions
described above are not achieved are automatically forfeited effective as of the last day of the Performance Period.
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In the event of the Participant’s Termination due to death, Disability or a Qualifying Termination prior to the end of the Performance Period, then the above
calculation with respect to the PSUs will be conducted as though (i) the last day of the Performance Period was the date on which such Termination occurs, (ii) the Company’s Adjusted EPS is the Adjusted EPS for the last four (4) completed fiscal
quarters during the Performance Period prior to the date of such Termination (or, if there are not four (4) completed fiscal quarters at the time of such Termination, then all of the PSUs shall be automatically forfeited on the date of such
Termination) and (iii) the ROIC Modifier applies only to completed fiscal years during the Performance Period (assuming the last day of the Performance Period was the date on which such Termination occurs). The number of PSUs, if any, resulting from
such calculation shall become vested on the date of Termination, or, if later, the date on which the Committee certifies the actual Adjusted EPS for the last four (4) completed fiscal quarters of the Company during the Performance Period prior to the
date such Termination occurs (which certification will occur as soon as practicable, but in no event more than 60 days, following the date of Termination); provided,
that, solely in the case of a Qualifying Termination, the number of PSUs that become vested shall be prorated by multiplying such number by a fraction, the numerator of which is the number of days the Participant was in continuous service with the
Service Recipient from the Date of Grant through the date of such Qualifying Termination, and the denominator of which is 1,826 (the total number of days in the period beginning on January 1, 2027 and ending on December 31, 2031). For the avoidance
of doubt and except as provided below following a Change in Control, (x) if the Participant’s employment with the Company is terminated for any reason other than due to death, Disability or a Qualifying Termination prior to the PSU Vesting Date, all
of the PSUs shall be automatically forfeited on the date of such Termination and (y) following a Termination due to death, Disability or a Qualifying Termination, any PSUs that do not vest in accordance with this paragraph shall automatically be
forfeited.
Change in Control Vesting Where Change in Control Occurs After Expiration of Applicable
Performance Period.
If a Change in Control occurs following the expiration of the Performance Period but prior to the PSU Vesting Date, then the PSUs (after giving effect to the ROIC
Modifier) shall become fully vested (based on actual performance levels, as determined by the Committee) on the closing of the Change in Control so long as the Participant remains in continuous service with the Service Recipient through the date of
such Change in Control.
Change in Control Vesting Where Change in Control Occurs Prior to Expiration of Applicable Performance Period.
In the event of a Change in Control prior to the expiration of the Performance Period for the PSUs, and the PSUs are assumed in accordance with Section 12(b) of
the Plan, 100% of the PSUs (after giving effect to the ROIC Modifier for completed fiscal years as of the closing of such Change in Control) shall become fully vested upon the expiration of the Performance Period so long as the Participant remains in
continuous service with the Service Recipient through the expiration of such Performance Period. In the event of the Participant’s Termination due to death or Disability or a Qualifying Termination following such Change in Control but prior to the
expiration of the Performance Period, as applicable, 100% of the PSUs (after giving effect to the ROIC Modifier for completed fiscal years as of the date of the Change in Control) shall become vested in full on the date of such Termination.
4
If the PSUs are not assumed in connection with a Change in Control, subject to the Participant’s continuous service with the Service Recipient through the date of
such Change in Control, 100% of the PSUs (after giving effect to the ROIC Modifier for completed fiscal years as of the date of the Change in Control) shall become fully vested as of the closing of such Change in Control.
Definitions:
“Adjusted EBITDA” shall have the meaning set forth in the Company’s public filings.
“Adjusted EPS” means the Company’s adjusted diluted net income per share, as reported in the
Company’s public filings and modified to reflect an effective tax rate (“ETR”) equal to the ETR applied in the determination of the Adjusted EPS Base Amount.
“Annual ROIC” means, for each fiscal year during the Performance Period, the change in ROIC
from December 31st of the immediately preceding fiscal year to December 31st of such fiscal year, expressed in basis points (which may be positive or negative).
“Cause” shall have the meaning ascribed to such term in the Participant’s employment
agreement with the Company dated as of October 27, 2026.
“Good Reason” shall have the meaning ascribed to such term in the Participant’s employment
agreement with the Company dated as of October 27, 2026.
“Invested Capital” means, as of any date of determination, an amount equal to (i) Net
Working Capital plus (ii) Net PPE.
“M&A Activity” means any of the following transactions or events, whether consummated or
pending, involving the Company or any of its Subsidiaries and a third party (i.e., any Person other than the Company and its Subsidiaries or their respective Affiliates), as determined by the Committee: (i) any merger, consolidation, amalgamation, or
similar business combination; (ii) any acquisition or disposition of significant equity, membership or similar interests, debt interests, assets (other than in the ordinary course) or business lines (whether by purchase, sale, license, transfer,
contribution, exchange or otherwise); (iii) any joint venture, strategic alliance, investment, partnership formation or commercial arrangement involving a significant commitment of assets or resources; or (iv) any spin-off, carve-out, or other
divestiture of any business unit or division. For the avoidance of doubt, “M&A Activity” shall include any restructuring, recapitalization, or similar transaction that is undertaken in connection with any of the foregoing.
“M&A Activity Lookback Period” means, for purposes of determining Annual ROIC for any
fiscal year (including the components of ROIC, e.g., Adjusted EBITDA, Net PPE and Net Working Capital, and the calculation of each ROIC Quotient), (i) with respect to each of the Five Quarterly Quotients for such fiscal year, the trailing 24-month
period ending on the applicable fiscal quarter-end, and (ii) with respect to each of the Five Quarterly Quotients for the immediately preceding fiscal year, the trailing 12-month period ending on the applicable fiscal quarter-end.
5
“Net PPE” means, as of any date of determination, the value of the property, plant and
equipment (net of accumulative depreciation) of the Company and its majority owned-Subsidiaries, as reflected in the Company’s public filings excluding the impact or effect of any M&A Activity during the applicable M&A Activity Lookback
Period as determined by the Committee in good faith.
“Net Working Capital” means, as of any date of determination, an amount equal to (i) the sum
of net receivables (excluding the impact of any AR factoring), revenue contract assets and inventory (excluding LIFO reserve) of the Company and its majority owned-Subsidiaries, minus (ii) the sum of the accounts payable and contract liabilities of the Company and its majority owned-Subsidiaries, in each case, as reflected in the Company’s public filings and excluding the impact or effect of any M&A
Activity during the applicable M&A Activity Lookback Period as determined by the Committee in good faith.
“Performance Period” means the period beginning on January 1, 2027 and ending on December
31, 2031.
“Qualifying Termination” means a Termination by the Company without Cause or by the
Participant for Good Reason.
“ROIC” means, as of December 31st of any fiscal year, an amount (expressed as a
percentage) equal to the average of the Five Quarterly Quotients for such fiscal year.
“Five Quarterly Quotients” means, for any fiscal year, the ROIC Quotients as of each of the
five (5) consecutive fiscal quarter-ends ending on December 31st of such fiscal year (i.e., December 31st of the immediately preceding fiscal year and the last day of each of the four (4) fiscal quarters of such fiscal year).
“ROIC Quotient” means, as of any fiscal quarter-end, the quotient obtained by dividing (i)
the Company’s Adjusted EBITDA for the four (4) consecutive fiscal quarters ending on such fiscal quarter-end by (ii) Invested Capital as of such fiscal quarter-end, in each case excluding the impact or effect of any M&A Activity during the
applicable M&A Activity Lookback Period, as determined by the Committee in good faith.
Adjustments:
The Committee may, in its reasonable discretion, make such equitable adjustments to any performance metrics (including the calculation methodology related thereto
or any components thereof) that it determines to be necessary to prevent enlargement or diminution of the benefits or potential benefits intended to be provided pursuant to the Award Agreement.
* * *
6
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE STOCK UNIT (ADDITIONAL CEO GRANT) GRANT NOTICE, THE GLOBAL AWARD AGREEMENT
(PSUs) AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF PERFORMANCE STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT (PSUs) AND THE PLAN.
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INGERSOLL RAND INC.
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/s/ Andrew Schiesl
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/s/ Vicente Reynal | |
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By: Andrew Schiesl
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Title: Senior VP & General Counsel
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GLOBAL AWARD AGREEMENT (PSUs)
UNDER THE
INGERSOLL RAND INC.
2026 OMNIBUS INCENTIVE PLAN
Pursuant to the Performance Stock Unit (Additional CEO Grant) Grant Notice (the “Grant
Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Global Award Agreement (PSUs) (this “Award Agreement”) and
the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (the “Plan”), Ingersoll Rand Inc. (the “Company”) and the
Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
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1. Grant of Performance Stock Units. Subject to the terms and conditions set
forth herein and in the Plan, the Company hereby grants to the Participant the number of Performance Stock Units provided in the Grant Notice (with each Performance Stock Unit representing an unfunded, unsecured right to receive one share of
Common Stock) (Performance Stock Units are referred to herein as “Awards”) on the Vesting Date (as defined below).
2. Vesting. Except as otherwise specified in this Award Agreement and the Plan, the Performance Stock Units will vest on the date(s) provided in the Grant Notice
(the “Vesting Date”). Except as is otherwise specifically provided in the Grant Notice, any Performance Stock Units which have not vested as of the date of the Participant’s
Termination shall thereupon be forfeited immediately and without any further action by the Company.
3. Settlement of Performance Stock Units. The provisions of Section 9(d)(ii) of the Plan are hereby incorporated by reference and made a part hereof; provided, that, in no event will settlement occur more than 60 days following the Vesting Date.
4. Company; Participant.
(a) The
term “Company” as used in this Award Agreement with reference to employment shall include the Company and its Subsidiaries.
(b) Whenever
the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executors, the
administrators, or the person or persons to whom the Performance Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
5. Non-Transferability. The Performance Stock Units are not transferable by the
Participant except to Permitted Transferees in accordance with applicable laws and Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Performance Stock Units, or of the rights represented thereby,
whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Performance Stock Units shall terminate and
become of no further effect.
6. No Rights as Stockholder. The Participant or a Permitted Transferee of the
Performance Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Performance Stock Unit unless and until the Participant shall have become the holder of record or the beneficial owner of such
Common Stock and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or
the beneficial owner thereof.
7. Tax Withholding.
(a) The
Participant shall be required to pay to the Company an amount equal to the amount of any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of the Performance Stock Units.
9
(b) The
Participant shall satisfy the maximum income, employment and/or other applicable taxes that are permitted to be withheld with respect to the Performance Stock Units by having the Company withhold from the shares of Common Stock otherwise issuable
or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount not in excess
of such maximum withholding liability (or portion thereof).
(c) The
Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participants (the “Tax-Related Items”), is and remains the Participant’s responsibility. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspects of the Awards, including but not limited to, the grant, vesting or settlement of the Award, as applicable, the subsequent sale of shares of Common Stock acquired under the Plan
and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any
particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.
(d) Since
the obligations for Tax-Related Items will be satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock, notwithstanding that a number of the
shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
8. Notice. Every notice or other communication relating to this Award Agreement
between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the
other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the
Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or
may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be
mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
9. No Right to Continued Service. This Award Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.
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10. Binding Effect. This Award Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.
11. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this
Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or
modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder
unless such waiver specifically states that it is to be construed as a continuing waiver.
12. Restrictive Covenants; Clawback/Forfeiture.
(a) The
Performance Stock Units granted hereunder shall be subject to Participant’s continued compliance with any restrictive covenants between the Participant and the Company or any of its Affiliates.
(b) Notwithstanding
anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the
Performance Stock Units; or (ii) require that the Participant forfeit any gain realized on the vesting of the Performance Stock Units and repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the
Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required
to repay any such excess amount to the Company. Without limiting the foregoing, all Performance Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law. “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity
that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; (iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, or (iv) engaging in conduct that is
prohibited by the terms of any restrictive covenants by which such Participant is bound, regardless of whether such conduct constitutes a breach of such restrictive covenants.
(c) The
Participant acknowledges that Section 12(b) above is intended solely to reflect the economic agreement between the Company and the Participant. Nothing in Section 12(b) shall be considered or interpreted as restricting the ability of the
Participant in any way from engaging in any form of employment or other work of any nature whatsoever.
(d) The
Participant hereby acknowledges and agrees that the Performance Stock Units are subject to clawback and repayment as set forth in Section 14(v) of the Plan.
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13. Language. By electing to accept this Award Agreement, the Participant
acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Award Agreement. If the
Participant has received this Award Agreement or any other documentation related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version
will control.
14. Imposition of Other Requirements. The Company reserves the right to impose
other requirements on the Participant’s participation in the Plan, on the Awards and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and
to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
15. Insider Trading/Market-Abuse Laws. The Participant may be subject to insider
trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the Participant’s country and the designated broker’s country, which may affect the
Participant’s ability to accept, acquire, sell or otherwise dispose of the shares of Common Stock, rights to the shares of Common Stock (i.e., Performance Stock
Units) or rights linked to the value of the shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions).
Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to
any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be
imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and the Participant should speak with the Participant’s personal
advisor on this matter.
16. Severability. The provisions of this Award Agreement are severable and if any
one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
17. No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of shares of Common Stock. The Participant understands and agrees that the Participant should
consult with his or her own personal legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
18. Electronic Delivery and Acceptance. The Company may, in its sole discretion,
decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line
or electronic system established and maintained by the Company or a third party designated by the Company. Further, the parties hereto shall be entitled to rely on delivery of a facsimile or other electronic copy of this Award Agreement, and
delivery by either party of such facsimile or electronic copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.
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19. Governing Law and Venue. This Award Agreement shall be construed and
interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit
or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
20. Plan. The terms and provisions of the Plan are incorporated herein by
reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.
21. Section 409A. It is intended that the Performance Stock Units granted
hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.
EXHIBIT A
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“Adjusted EPS Base Amount” means the Company’s adjusted diluted net income per share for fiscal year 2026, as reported
in the Company’s public filings, modified to reflect an effective tax rate of 22.8%
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“First Adjusted EPS Hurdle Amount” means an amount determined by applying a compounded annual growth rate of 8% during
the Performance Period starting with the Adjusted EPS Base Amount
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“Second Adjusted EPS Hurdle Amount” means an amount determined by applying a compounded annual growth rate of 10%
during the Performance Period starting with the Adjusted EPS Base Amount
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Exhibit 99.1
Ingersoll Rand Strengthens Leadership Team for Next Phase of Growth
October 30, 2026
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Scott Watson named senior vice president and group president, Industrial Technologies and Services North America and EMEIA; Shaun Carlson named senior vice president and group
president, Precision and Science Technologies segment
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Appointments are internal promotions, reflecting the depth of Ingersoll Rand’s leadership bench and the company’s commitment to developing leaders from within
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Mike Weatherred to retire; will serve in an advisory role through May 2028
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Thoughtful succession planning supports continuity as the company advances its growth strategy to deliver global end-to-end solutions
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Board approves new employment agreement with Chairman and Chief Executive Officer Vicente Reynal
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DAVIDSON, N.C. – (BUSINESS WIRE) – Ingersoll Rand Inc. (NYSE:
IR), a global provider of mission-critical flow creation and life science and industrial solutions, today announced leadership appointments that reflect the scale of its businesses and position the company for its next phase of growth.
Scott Watson has been named senior vice president and group president, Industrial Technologies and Services (IT&S) North America and EMEIA, and Shaun
Carlson has been named senior vice president and group president, Precision and Science Technologies (P&ST) segment. Both leaders will report to Vicente Reynal, chairman and chief executive officer.
The company’s businesses have grown significantly in scale and complexity, driven in part by more than 80 acquisitions completed since 2020. That growth
has created one of the broadest portfolios of mission-critical technologies backed by a global footprint. These appointments sharpen accountability for commercial execution and operating performance, and position the company to bring the full
breadth of its portfolio to customers through end-to-end solutions.
Watson has led the Life Science Technologies platform, transforming it into a growth business. He brings more than 20 years of leadership experience
across the life sciences and industrial sectors, including time at McKinsey & Company and in senior roles leading sourcing, manufacturing, and supply chain organizations.
Carlson has led the Precision Technologies platform, where he has driven greater discipline, focus, and execution rigor while strengthening the foundation
for long-term growth. He has more than 20 years of commercial and operational leadership experience, including nearly a decade at Dover Corporation, a global industrial manufacturer.
The appointments follow the planned retirement of Mike Weatherred, senior vice president, Precision and Science Technologies segment, Demand Generation,
and Execution. Weatherred will support the transition of his responsibilities and then serve in an advisory role, supporting commercial and other projects through May 2028. Ingersoll Rand Execution Excellence (IRX), the company’s process for
driving high performance, has become deeply embedded across the organization. Together with the company’s ownership mindset, IRX has been foundational to Ingersoll Rand’s success and will remain central to how the company operates in the new
structure.
“These appointments reflect the growth of our businesses and the depth of our leadership talent across Ingersoll Rand,” said Reynal. “Scott and Shaun are
proven operators who have delivered results, and their leadership in these roles will position us to move faster, execute with greater focus, and better serve our customers. I want to thank Mike for his many contributions to Ingersoll Rand, and we
are fortunate to continue to benefit from his counsel.”
In addition, the Board of Directors has approved a new employment agreement with Reynal, extending his leadership and reinforcing the Board’s confidence
in the company’s long-term direction.
“Vicente has built a great company,” said William P. Donnelly, lead independent director of Ingersoll Rand. “In his nearly 10 years as CEO, he has
assembled a strong portfolio of businesses, developed a deep bench of leaders, and created a culture where every employee thinks and acts like an owner. The Board and Vicente share an ambitious vision for what Ingersoll Rand can become, and we are
excited to have him lead the company into its next phase of growth.”
About Ingersoll Rand Inc.
Ingersoll Rand Inc. (NYSE: IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to Making Life Better for our employees, customers, shareholders,
and planet. Customers lean on us for exceptional performance and durability in mission‑critical flow creation and life science and industrial solutions. Supported by over 80 respected brands, our products and services excel in the most complex and
harsh conditions. For more information, visit IRCO.com.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the
expectations of Ingersoll Rand Inc. (the “Company” or “Ingersoll Rand”), regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “on
track to,” “will continue,” “will likely result,” “guidance” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than historical facts are
forward-looking statements.
These forward-looking statements are based on Ingersoll Rand’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ
materially from these current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such
forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved. Important factors that could cause actual results to differ materially from such
plans, estimates or expectations include, among others, (1) adverse impact on our operations and financial performance due to geopolitical tensions, natural disaster, catastrophe, cyber events, or other events outside of our control; (2) unexpected
costs, charges, or expenses resulting from completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company; (4) failure to realize the anticipated benefits of completed and proposed business
combinations; (5) the ability of the Company to implement its business strategy; (6) difficulties and delays in achieving revenue and cost synergies; (7) inability of the Company to retain and hire key personnel; (8) evolving legal, regulatory, and
tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions by third parties, including government agencies; and (11) other risk factors detailed in Ingersoll Rand’s most recent Annual Report on Form 10-K filed with
the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in its periodic filings with the SEC, which are available on the SEC’s website at http://www.sec.gov. The foregoing list of important factors is not
exclusive.
Any forward-looking statements speak only as of the date of this release. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a
result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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Investor Relations:
Max.Vorcheimer@irco.com
Media:
Sara.Hassell@irco.com
Source: Ingersoll Rand Inc.
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