0001551182-13-000005 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2013 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment

This Agreement made this _____ day of ___________, 2012 by and between Eaton Corporation plc, an Irish public limited company (the "Company"), and _________, a Director of the Company ("Indemnitee");

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RESTRICTED SHARE UNIT AGREEMENT UNDER THE AMENDED AND RESTATED 2012 STOCK PLAN
Restricted Share Unit Agreement • February 28th, 2013 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment

The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share units effective as of __________(the “Effective Date”) under the terms and conditions of the Company's Amended and Restated 2012 Stock Plan, as amended (the “Plan”). Information concerning the number of restricted share units awarded to you (the “Award”) is available online through the Eaton Service Center at Fidelity which may be accessed through the Company's website. You are required to accept the Award online at the Eaton Service Center at Fidelity. You acknowledge and agree as follows:

RESTRICTED SHARE AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2012 STOCK PLAN
Restricted Share Award Agreement • February 28th, 2013 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment

The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share awards effective as of____________ (the “Effective Date”) under the terms and conditions of the Company's Amended and Restated 2012 Stock Plan, as amended (the “Plan”). Information concerning the number of restricted shares awarded to you (the “Award”) is available online through the Eaton Service Center at Fidelity which may be accessed through the Company's website. You are required to accept the Award online at the Eaton Service Center at Fidelity. You acknowledge and agree as follows:

Contract
Stock Option Agreement • February 28th, 2013 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio

EATON CORPORATION plc, an Irish company (the "Company"), hereby grants to the Option holder, in consideration of service by him or her to the Company or a subsidiary of the Company (a “Subsidiary”), the option to purchase from the Company 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, the number of ordinary shares of the Company with a par value of one cent each (the "Ordinary Shares") specified in the Option holder's account available online through the Eaton Benefits Center at Fidelity, or in any other method of communication designated by the Company and communicated to the Option holder. For purposes of the foregoing sentence, “close of business” shall mean 4:00 p.m. Eastern Time on the tenth anniversary of the date of grant. However, if that day falls on a Saturday, Sunda

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