exv10w2



 





Exhibit 10.2




GARDNER DENVER, INC.

EXECUTIVE AND DIRECTOR STOCK REPURCHASE PROGRAM



On July 24, 2007, the Board of Directors approved a Stock Repurchase Program for the Company’s
executive staff and Board of Directors. This Program replaced the program previously approved on
May 6, 2003. The purpose of this program is to provide a means for executives and directors to
sell Gardner Denver common stock, with a goal of obtaining sufficient funds to meet tax obligations
which arise from the exercise, grant or vesting of incentive stock options, restricted stock or
performance shares. The repurchase of these shares from the executives and directors will also
mitigate any potential disruption to an orderly trading market, which could result if the trades
were effected through securities brokers, due to the Company’s relatively small average trading
volume.



In order for the Company to engage in the repurchase of its common stock, all material information
must be thoroughly disseminated to the public. Therefore, the Company will not be able to
repurchase stock, either in open market transactions or privately from the executive staff, during
a blackout period. Standard blackout periods occur from the end of a quarter until three days
after the public release of financial results. The Company will also not be able to repurchase
shares when material information, such as a pending acquisition, is not publicly disseminated.
Repurchases will also not be available on days designated as Company holidays, even though such
days are still valid trading days.



In order to participate in the repurchase program, an executive or director must notify the Vice
President, Corporate Secretary, or in his absence the Vice President, Finance and CFO, of the
intention to sell shares. This notification should be provided on the attached form and be
accompanied by a letter from KPMG, or some other tax professional, stating that the purpose of the
sell transaction is primarily to fulfill tax obligations and for tax planning purposes. The
executive or director must deliver the stock certificate(s) to the Vice President, Corporate
Secretary of Company, or his designated alternate, on the date of the sale. These certificates
must represent at least the total number of shares to be sold. They should be signed in the same
name as appears on the face of the certificate, with the signature guaranteed by a member of the
Medallion Guaranty Program. Notarization is not acceptable. “Gardner Denver, Inc.” should be
inserted in the “assignee” blank on the back of the certificate. If the number of shares
represented by the certificate(s) exceeds the number of shares to be sold, the Company’s transfer
agent will issue a new certificate reflecting the remaining shares. The new certificate will be
dated as of the sale date. The seller is responsible for maintaining accurate records which trace
the origin and cost basis for this new certificate. The Company will also accept the tender of
stock electronically (i.e. via DWAC transaction) from the seller’s broker. However, additional
documentation and processing time will be required for this type of transaction, so the seller
should plan accordingly.



The sales price under this program will be the market close price of the Company’s common stock on
the composite tape of the New York Stock Exchange on the date of the repurchase. A check will be
issued by the Company within three business days of the sale transaction.





 









 







The determination to sell shares under this program is final and must be submitted either on the
day of the sale or no later than prior to the initiation of trading the following day. If the
following day is a holiday for trading purposes but not for the business of the Company, the seller
may choose the holiday as his or her sale date, using the average high and low trading value of the
previous trading date. However, once trading begins, a seller will no longer be able to refer to
the previous day’s average trading price as the basis for a sale.



All of the executives and directors of the Company are insiders, as defined by the Securities and
Exchange Commission (the “SEC”), and therefore are obligated to satisfy the reporting requirements
of Section 16 of the Securities Exchange Act. The Vice President, Corporate Secretary will prepare
the necessary form for this reporting obligation, for either the seller’s signature or for
signature under a previously supplied power of attorney. The seller is reminded that his or her
purchase of additional Gardner Denver common stock is prohibited by the Securities and Exchange
Commission for six months following the date of a sale in an open market transaction. However,
upon the completion of one sale transaction, the seller may continue to sell the Company’s stock,
as long as the previously described blackout periods do not apply. Acquiring stock through the
exercise of stock options or through contributions of stock by the Company to the seller’s 401(k)
account is not considered a “purchase” by the SEC. Furthermore, the sale of stock to the
Company is not considered an open market sale transaction by the SEC.



Proceeds from the sale of Gardner Denver common stock will be reported to the Internal Revenue
Service as a sale of capital stock. The seller will be provided a Form 1099-B by the Company,
summarizing the sale transactions for a tax year. Outside securities counsel to the Company, has
advised that sales under this program are not subject to reporting requirements under Rule 144 of
the Securities Act of 1933.