exv10w1





Exhibit 10.1


IDEX CORPORATION

NORTHBROOK, ILLINOIS




REVISED AND RESTATED

IDEX MANAGEMENT INCENTIVE COMPENSATION PLAN

FOR KEY EMPLOYEES

EFFECTIVE JANUARY 1, 2009





	1.	 	The purpose of this Plan is to provide incentive and reward to “key employees” who contribute
to the profits of the enterprise by their invention, ability, industry, loyalty or exceptional
service, through making them participants in that success. The primary objectives of the Plan
are to:






	 	-	 	Effectively incent desired organizational performance levels by focusing on a
few quantitative and qualitative indicators that drive overall company performance.
	 
	 	-	 	Ensure accountability, support, and accomplishment of corporate-wide
initiatives.
	 
	 	-	 	Provide leverage for support of multi-business unit activities to take
advantage of synergies across units and within newly-formed groups.
	 
	 	-	 	Enhance the reward and retention of top performers.






As herein used, the word “key employees” shall be understood to include the Corporation’s
officers, key executive office managerial employees, business unit presidents, and other
executives employed in the business units and subsidiaries (operating units) the Corporation
generally reporting to an operating unit president, or other key managerial or professional
employees engaged in capacities of special responsibility and trust in the development,
conduct, or management of the operating unit who may from time to time in the manner herein
set forth be deemed and determined by the Chief Executive Officer of the Corporation to be
“key employees” for a particular award year.




	2.	 	Full power and authority to construe, interpret and administer this Plan shall be vested in
the Compensation Committee of the Board of Directors of the Corporation. However, the
day-to-day administration of the Plan shall be the responsibility of the senior management of
the Corporation, and the Compensation Committee of the Board of Directors shall rely on the
senior management for recommendations for awards and interpretation, when necessary.
Decisions of the Compensation Committee of the Board of Directors shall be final, conclusive,
and binding upon all parties, including the Corporation, the stockholders, and the employees.




 









 






	3.	 	An employee shall be eligible for consideration for extra compensation if he or she is an
employee of the Corporation or a subsidiary and remains an employee as of the last day of the
fiscal year. No employee whose compensation, under a contract of employment or otherwise, is
determined in whole or in part on a commission basis, and no person who is compensated on the
basis of a fee or retainer, as distinguished from salary, shall be eligible for extra
compensation for the period during which his or her compensation is so determined.
	 
	4.	 	Subject to the provisions of this Plan, the Compensation Committee of the Board of Directors
shall have full discretion in making extra compensation awards.
	 
	5.	 	Extra compensation awards with respect to any fiscal year (the “award year”) shall be made as
soon as feasible after the close of such fiscal year. Awards shall be made and the
beneficiaries shall be notified thereof and paid therefore promptly, and in any event, between
January 1 and March 15 of the year following the award year.
	 
	6.	 	This document describes the process that will be used to determine extra compensation awards
for each Plan participant.
	 
	7.	 	The amount awarded to a “key employee” under the Plan shall be determined in accordance with
the following Plan description:






	 	A.	 	MICP PLAN FACTORS
	 
	 	 	 	The Plan will use the following factors to determine individual extra compensation
payments:






	 	-	 	The Plan participant’s Annual Base Salary as of January 1 of
the respective MICP award year.
	 
	 	-	 	Individual Target Bonus Percentage, based on the position
content of the participant’s current job. Target Bonus Percentages range from
15% to 65% based on the salary grade assigned.
	 
	 	-	 	Corporate and Business unit performance against Quantitative
Performance Objectives, representing 65% of the Target Bonus Percentage.
	 
	 	-	 	Performance against internally-assessed Business unit
quantitative product innovation objectives, representing 10% of the Target
Bonus Percentage.
	 
	 	-	 	Business unit performance against 12 behavioral objectives,
representing 25% of the Target Bonus Percentage.
	 
	 	-	 	An individual Personal Performance Multiplier, ranging from
0.00 to 1.30; the purpose of this individual multiplier is to identify and
appropriately award top performers and below average performers.




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	 	B.	 	QUANTITATIVE PERFORMANCE OBJECTIVES
	 
	 	 	 	Corporate and business unit accomplishments will be measured against any one or more
of the following Quantitative Performance Objectives:






	 	•	 	margin growth
	 
	 	•	 	net earnings (either before or after interest, taxes, depreciation,
amortization and non-recurring items),
	 
	 	•	 	economic value-added (as determined by the Compensation Committee),
	 
	 	•	 	sales or revenue, net income (either before or after taxes),
	 
	 	•	 	operating earnings,
	 
	 	•	 	cash flow (including, but not limited to, operating cash flow and free
cash flow),
	 
	 	•	 	return on capital,
	 
	 	•	 	return on assets (net or gross),
	 
	 	•	 	return on stockholders’ equity,
	 
	 	•	 	stockholder returns,
	 
	 	•	 	return on sales,
	 
	 	•	 	gross or net profit margin,
	 
	 	•	 	productivity,
	 
	 	•	 	expense margins,
	 
	 	•	 	operating efficiency,
	 
	 	•	 	customer satisfaction,
	 
	 	•	 	working capital,
	 
	 	•	 	earnings per share,
	 
	 	•	 	price per share,
	 
	 	•	 	new product development, and
	 
	 	•	 	market share.




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	 	 	 	Target, Minimum, and Maximum performance objectives will normally be established for
each Quantitative Performance Objective selected following the Board of Directors’
review of the IDEX business plan at the first Board meeting of the year and by March
31 each year. Objectives will usually be established on a business unit basis. In
some instances where individual locations within business units operate on a more
independent basis from the respective units, all or some objectives may be
established on a location basis. In addition, objectives may be established on
operating group and corporate-wide basis to determine accomplishments and bonus
earned for group executives and executive office staff, respectively.
	 
	 	 	 	Objectives established will reflect unit business plans, economic and market
conditions, and reasonable expectations of accomplishment. Bonus earned at target
performance in each Quantitative Performance Objective will be individually weighted
as a specified percent of the individual target bonus percentage as set by the
Compensation Committee each award year in its discretion.
	 
	 	 	 	For performance in between Minimum and Target and between Target and Maximum, the
Compensation Committee will interpolate the appropriate bonus percentage earned.
Results will be stated on a constant exchange rate assumption so that results of
international locations will be included and considered on a currency neutral basis.
	 
	 	 	 	In the event an acquired company is added to a business unit during the year,
appropriate adjustments will be made to the targets to reflect the acquisition. The
decisions of Corporate management as to the amount of such adjustments shall be
binding and final.
	 
	 	C.	 	QUANTITATIVE INNOVATION OBJECTIVES
	 
	 	 	 	This objective is weighted 10% and measured in two quantitative areas along with an
evaluation against qualifying criteria.






	 	-	 	New Sales Dollars — Sales from new products introduced or new
market applications developed and served in the last two years.
	 
	 	-	 	Gross Margin Dollars — The incremental gross margin dollars
created from those new products or markets.
	 
	 	-	 	Qualitative Evaluation — A council, consisting of the Chief
Executive Officer and Group executives, will review each business unit’s
innovation accomplishments based on secondary criteria including the number of
product/market ideas executed, an indicator of customer satisfaction with new
products or applications, whether the innovation obsoletes or replaces an
existing product, and the extent it better rationalizes the overall product
offering.




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	 	 	 	Each business unit’s goal is to be at or above the Company median in innovation.
Actual bonus awards will be determined each year by the Compensation Committee in
its discretion.
	 
	 	D.	 	QUALITATIVE MEASUREMENT FACTORS
	 
	 	 	 	Business unit accomplishments will also be measured against 12 behavioral objectives
anchored by specific criteria at benchmark levels of performance. This component is
weighted 25% of the individual target bonus percentage and can range from 0% to 50%,
depending on total achievement against the following qualitative criteria:
	 
	 	 	 	DEMONSTRATED LEADERSHIP — (BUSINESS UNIT MANAGEMENT TEAM)






	 	-	 	Energy
	 
	 	-	 	Energize
	 
	 	-	 	Edge
	 
	 	-	 	Execution






	 	 	 	KEY PROCESS MANAGEMENT — (BUSINESS UNIT-WIDE)






	 	-	 	Process Orientation and Data Driven
	 
	 	-	 	Sourcing Cost Reduction
	 
	 	-	 	New Product Development Strategy
	 
	 	-	 	New Product Development Pace
	 
	 	-	 	Commercial Excellence






	 	 	 	STAKEHOLDER INTERESTS — (BUSINESS UNIT-WIDE)






	 	-	 	People Development
	 
	 	-	 	Integration Effectiveness
	 
	 	-	 	Customer Attention






	 	 	 	Each criterion will be evaluated on a scale as compared to the criteria definition
on the Qualitative Factors worksheet and a total Bonus percentage computed.




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	 	E.	 	PERSONAL PERFORMANCE MULTIPLIER
	 
	 	 	 	A Personal Performance Multiplier will be determined each year for each MICP
participant. The Personal Performance Multiplier and its distribution among MICP
participants will be as follows:





	 	 	 
	Personal Performance Multiplier	 	Distribution Among MICP Participants
	1.30
	 	Top 15% of participants
	1.15
	 	Next 10%
	1.0
	 	Middle 65%
	0.75 or 0.00
	 	Bottom 10%







	 	 	 	The Personal Performance Multiplier determination will reflect individual
performance in the participant’s job and unit during the award year, as well as
active support of and contribution to the success of corporate initiatives and
achieving inter-unit synergies. Business unit presidents will make recommendations
for Personal Performance Multiplier ratings within their units. Recommendations for
Personal Performance Multipliers for each business unit Plan participant will be
submitted by the business unit president to the respective group executive by
October 15 of each award year.
	 
	 	 	 	Group executives will be responsible for managing the distribution of ratings
according to the specified distribution above within the participants from their
respective groups, subject to the final review by the Chief Executive Officer of the
corporation. In the “Bottom 10%” category, there is no required distribution
between assigned ‘0.75’ and ‘0.00’ multipliers; either multiplier may be assigned
based on the participant’s performance.
	 
	 	 	 	The Chief Executive Officer will be responsible for managing the distribution of
ratings within the group of officers, business unit presidents, and executive office
participants.
	 
	 	F.	 	TOTAL BONUS CALCULATION
	 
	 	 	 	The Total Bonus Calculation for each individual participant will be determined as
follows:
	 
	 	 	 	THE SUM OF






	 	 	 	Bonus percentages earned on each of the Quantitative Performance Objectives
	 
	 	 	 	PLUS
	 
	 	 	 	Bonus percentage earned on the Innovation Factor




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	 	 	 	PLUS
	 
	 	 	 	Bonus percentage earned on the Qualitative Measurement Factors






	 	 	 	TIMES
	 
	 	 	 	Personal Performance Multiplier
	 
	 	 	 	TIMES
	 
	 	 	 	Individual Target Bonus Percentage
	 
	 	 	 	TIMES
	 
	 	 	 	Annual Base Salary as of January 1 of award year
	 
	 	 	 	The maximum bonus opportunity can be achieved when all quantitative and qualitative
objectives meet the maximum performance levels (200% of target) and the highest
Personal Performance Multiplier of 1.30 is awarded.
	 
	 	 	 	Where a participant has had a salary increase during the year, the bonus will be
prorated to reflect the change. In addition, where a participant has moved into
another position with a different Individual Target Bonus Percentage or transferred
to a different business unit, the bonus calculation will be prorated to reflect the
different Individual Target Bonus Percentages and the different unit objectives
measurement respectively.
	 
	 	G.	 	SPECIAL ADJUSTMENTS
	 
	 	 	 	In unusual circumstances, awards to specific individuals or units may be adjusted
positively or negatively to reflect performance, which significantly affected the
operating results of the unit or company. Such adjustments will be recommended by
the Chief Executive Officer of the Corporation and approved by the Compensation
Committee of the Board of Directors. However, these adjustments will be made
infrequently and on the basis of unusual positive or negative performance.






	8.	 	While the Plan provides that participants must be an employee at the end of the year in order
to be eligible for payments under the Plan, exceptions will be made in the case of death,
total and permanent disability, or retirement at or after normal or early retirement. “Normal
retirement” means termination of service on or after attaining at least five (5) years of
service and an age of 65; “early retirement” means attaining at least 10 years of service and
an age of at least 55. In such cases, the participant will receive an extra compensation
payment for the prorated portion of the year (measured to the nearest full month) he or she
was employed by the Corporation. The prorated payment will be based on actual quantitative
performance through the end of the award year in which death, disability, or retirement occurs
and a Target Personal Performance Multiplier of 1.00. The prorated extra compensation payment
shall be paid along with bonus payments to





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	 	 	other Plan participants following the end of the award year. A participant who leaves the
employ of the Corporation prior to the end of the calendar year for any reason other than
death, disability, or retirement, as specified above, shall not be entitled to any payment
under this Plan.
	 
	9.	 	If a beneficiary dies, his or her unpaid extra compensation awards, if any, shall be paid and
delivered in accordance with the terms specified in applicable beneficiary or trust
arrangements, if any, to his or her legal representatives or to the persons entitled thereto
as determined by a court of competent jurisdiction. Such unpaid extra compensation awards, if
any, may be paid out as determined by the Corporation in its discretion subject to the
approval of the Compensation Committee of the Board of Directors.
	 
	10.	 	This Plan was effective as of January 22, 1988, and was amended and restated as of January 1,
1996, January 1, 1999, January 1, 2001, January 1, 2003, January 1, 2005 and January 1, 2008.
While, as in the past, it is contemplated that extra compensation will be awarded annually,
the Compensation Committee of the Board of Directors shall have the right to modify, suspend,
or terminate this Plan at any time.






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