exv10w18



 





Exhibit 10.18




Summary of Compensation Payable

to Nonemployee Directors




February 2007




     The following is a summary of the compensation program for nonemployee members of the Board of
Directors (the “Board”) of Gardner Denver, Inc. (the “Company”).



Cash Compensation




     The components of annual cash compensation for nonemployee directors are as follows:




	•	 	An annual retainer of $40,000, payable quarterly;
	 
	•	 	Additional annual retainer of $7,500 for each of the Lead
Nonemployee Director and the Chair of the Audit and Finance
Committee and $5,000 for each of the Chairs of the Management
Development and Compensation Committee and the Nominating and
Corporate Governance Committee;
	 
	•	 	Meeting attendance fees of $1,250 per Board meeting and $1,000 per
meeting of Board Committees; and
	 
	•	 	Teleconference meeting attendance fees, beginning May 2006, of
$500 per meeting of the Audit and Finance Committee for review of
quarterly earnings releases.




In addition, the Company reimburses reasonable expenses incurred the nonemployee directors in
connection with attending Board and Committee meetings.




Equity Compensation




     Under the Gardner Denver, Inc. Phantom Stock Plan (the “Phantom Stock Plan”), the Company
credits the equivalent of $7,000 annually, in equal quarterly amounts, to the phantom stock unit
account of each nonemployee director. Each nonemployee director may also elect to defer all or
some portion of his or her annual director’s fees under the Phantom Stock Plan and have such amount
credited on a quarterly basis as phantom stock units. If the Company were to pay dividends,
dividend equivalents would be credited to each nonemployee director’s phantom stock account on the
dividend record date. The fair market value of a director’s phantom stock account will be
distributed as a cash payment to the director (or his or her beneficiary) on the first day of the
month following the month in which the director ceases to be a director of the Company for any
reason. Alternatively, a director may elect to have the fair market value of his or her account
distributed in twelve or fewer equal monthly installments, or in a single payment on a
predetermined date within one year after he or she ceases to be a director, but without interest on
the deferred payments.



     Pursuant to the Gardner Denver, Inc. Long-Term Incentive Plan (the “Incentive Plan”), the
Board grants each nonemployee director an option to purchase shares of the Company’s Common Stock.
In May 2006, the Board granted each nonemployee director options to purchase 9,000 shares of Common
Stock, as adjusted to reflect the 2-for-1 stock split that occurred on June 1, 2006. Under the
Incentive Plan, nonemployee director stock options become exercisable on the first anniversary of
the date of grant and terminate upon the expiration of five years from such date. If a person
ceases to be a nonemployee director by virtue of disability or retirement (after having completed
at least one three-year term), outstanding options generally remain exercisable for a period of
five years (but not later than the expiration date of the options). If a person ceases to be a
nonemployee director by virtue of death (or dies during the five-year exercise period after
disability or retirement described above), outstanding options generally remain exercisable for a
period of one year (but not later than the expiration date of the



 









 







options). If a nonemployee director’s service terminates for any other reason, options not then
exercisable are canceled and options that are exercisable may be exercised at any time within
ninety days after such termination (but not later than the expiration date of the options).
Additionally, upon the occurrence of a change of control, as defined in the plan, these options
will be canceled in exchange for a cash payment equal to the appreciation in value of the options
over the exercise price as set forth in the plan. The exercise price of these options is the fair
market value of the Common Stock on the date of grant.