0000950152-07-000509 Sample Contracts

EATON CORPORATION
Non-Qualified Stock Option Agreement • January 26th, 2007 • Eaton Corp • Misc industrial & commercial machinery & equipment • Ohio

EATON CORPORATION, an Ohio corporation (the “Company”), hereby grants to the Optionholder, in consideration of service by him or her as a member of the Board of Directors of the Company (the “Board”), the option to purchase from the Company the number of common shares of the Company with a par value of fifty cents each (the “Common Shares”) specified above from time to time during a period which shall end at the close of business on the tenth anniversary of the date of the granting of this option (such period being referred to as the “fixed term of the option”), unless sooner terminated as hereinafter provided. For purposes of the foregoing sentence, “close of business” shall mean 4:00 p.m. Eastern Time on the day of the tenth anniversary. However, if that day falls on a Saturday, Sunday or other day when the principal stock exchange for the Common Shares is closed for trading, “close of business” shall mean 4:00 p.m. Eastern Time on the nearest preceding day when that stock exchange i

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 26th, 2007 • Eaton Corp • Misc industrial & commercial machinery & equipment • Ohio

This Agreement made this ______day of ____________, 20___by and between Eaton Corporation, an Ohio corporation (the “Company”), and _____________________, a Director of the Company (“Indemnitee”);

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