exv10w28






EXHIBIT 10.28




SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT




          THIS AMENDMENT, dated as of December 8, 2008, is between IDEX CORPORATION, a Delaware
corporation with its executive offices at 630 Dundee Road, Suite 400, Northbrook, Illinois 60062
(the “Corporation”), and LAWRENCE D. KINGSLEY, an individual residing at 3870 RFD Woods End, Long
Grove, IL 60047 (the “Executive”).




RECITALS:




          A. The Corporation and the Executive have entered into an Employment Agreement dated as of
July 21, 2004 (the “Agreement”) as amended by the First Amendment to the Agreement dated as of
March 22, 2005.




          B. It is intended that the Agreement comply with the provisions of Section 409A of the Code
and the regulations and guidance of general applicability issued thereunder (referred to herein as
“Section 409A”) so as to not subject the Executive to the payment of additional interest and taxes
under Section 409A. In furtherance of this intent, the Agreement shall be interpreted, operated
and administered in a manner consistent with these intentions, and to the extent Section 409A would
result in the Executive being subject to the payment of additional income taxes or interest under
Section 409A, the parties agree to amend the Agreement in order to avoid the application of such
taxes and interest. Consistent with this intent, the Corporation and the Executive desire to amend
the Agreement to reflect certain changes to the terms and conditions of the Agreement by entering
into this Second Amendment to the Agreement (this “Amendment”).




          NOW THEREFORE, in consideration of the foregoing, the Corporation and the Executive agree to
further amend the Agreement effective as of December 8, 2008 as follows:




          1. Termination of Employment. For purposes of Section 9 of the Agreement, no
termination of employment, other than on account of death, shall be considered to have occurred
unless such termination of employment would also qualifies as a “separation from service” within
the meaning of Section 409A.




          2. Delayed Payments. Notwithstanding any provision in the Agreement to the contrary,
if the Executive is a “specified employee” (within the meaning of Section 409A), to the extent
needed to comply with Section 409A, payments due under Section 9 of the Agreement which are
considered part of a deferred compensation arrangement under Section 409A will be subject to a six
(6) month delay such that amounts otherwise payable during the six (6) month period following the
Executive’s separation from service shall be accumulated and paid in a lump-sum catch-up payment as
of the first day of the seventh month following the Executive’s separation from service (or, if
earlier, the date of the Executive’s death).




 









 








          3. Treatment as Separation Pay. Section 2 of this Amendment will not apply to the
extent such payments can be considered to be “separation pay” that is not part of a deferred
compensation arrangement under Section 409A. If permitted by Section 409A, payments to the
Executive pursuant to Section 9 of the Agreement shall be considered first to come from “separation
pay.”




          4. Timing of Additional Payments. Notwithstanding any provision in Section 10 of the
Agreement to the contrary, the Gross-Up Payment will not be paid at a time (i) which is prior to
the time the Executive remits the related taxes and (ii) which is later the calendar year following
the year in which the Executive remits the related taxes.




          Except as specifically amended hereby, the Agreement shall continue in full force and effect
as written and previously amended.




          This Amendment may be executed in any number of counterparts, each of which will be deemed to
be an original and all of which taken together will be deemed to constitute one and the same
instrument.




          IN WITNESS WHEREOF, the parties have duly executed this Amendment as of this 8th day of
December, 2008.




CORPORATION:



	 	 	 	 	 
	 	IDEX CORPORATION

 	 
	 	By  	 	 
	 	 	Name:  	Frank J. Notaro 	 
	 	 	Title:  	Vice President - General Counsel

and Secretary 	 
	 



EXECUTIVE:




	 	 	 	 	 
	   	   	
Lawrence D. Kingsley