exv10w5






Exhibit 10.5




EXECUTIVE CHANGE IN CONTROL AGREEMENT




     THIS AGREEMENT is entered into this       day of                     , 200      by and between GARDNER
DENVER, INC., a Delaware corporation, its affiliates, successors and assigns (the “Company”), and
                    (the “Executive”).



     WHEREAS, the Company’s Board of Directors (the “Board”) has determined that it is in the best
interests of the Company and its stockholders to ensure that the Company and its affiliates will
have the continued dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a termination of the Executive’s employment in certain circumstances, including
following a Change in Control as defined herein. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened termination of the Executive’s employment in such circumstances
and to provide the Executive with compensation and benefits arrangements upon such a termination
which ensure that the compensation and benefits expectations of the Executive will be satisfied and
which are competitive with those of other corporations who may seek to employ the Executive.



     NOW, THEREFORE, in order to accomplish these objectives, the Board has caused the Company to
enter into this Agreement with the Executive, and it is hereby agreed as follows:




	1.	 	Definitions. For purposes of this Agreement, the following terms will have the
following meanings unless otherwise expressly provided in this Agreement:






	 	(a)	 	Accrued Compensation. “Accrued Compensation” means (A) Executive’s
annual base salary pro-rated through the Date of Termination to the extent not already
paid, (B) any reimbursement (in accordance with the Company’s expense reimbursement
policy) for reasonable and necessary business expenses incurred by Executive on behalf
of the Company before the Date of Termination, (C) Executive’s accrued and unused
vacation pay (in accordance with the Company’s vacation policy) to the extent not
already paid, and (D) bonuses and incentive compensation to which Executive is entitled
under the terms of applicable bonus or incentive plans or awards maintained by the
Company.
	 
	 	(b)	 	Accrued Other Benefits. “Accrued Other Benefits” means any amounts or
benefits required to be paid or provided to Executive or which Executive is eligible to
receive under any plan, program, policy or practice or other contract or agreement of
the Company through the Date of Termination, subject to the terms of any such plan,
program, policy, practice or other contract or agreement not inconsistent with the
terms contained herein.
	 
	 	(c)	 	Base Salary. The “Base Salary” means the greater of Executive’s annual
base salary at the rate in effect immediately before a Change in Control and
Executive’s annual base salary at the rate in effect as of Executive’s Notice of
Termination.





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	 	(d)	 	Beneficiary. “Beneficiary” means any individual, trust or other entity
named by the Executive to receive the severance payments and benefits payable
hereunder, if any, in the event of the death of the Executive. Executive may designate
a Beneficiary to receive such payments and benefits by completing a form provided by
the Company and delivering it to the Company’s Vice President General Counsel &
Secretary. Executive may change his or her designated Beneficiary at any time (without
the consent of any prior Beneficiary) by completing and delivering to the Company a new
beneficiary designation form. If a Beneficiary has not been designated by the
Executive, or if no designated Beneficiary survives the Executive, then the payment and
benefits provided under this Agreement, if any, will be paid to the Executive’s estate,
which shall be deemed to be Executive’s Beneficiary.
	 
	 	(e)	 	Board. “Board” means the Board of Directors of the Company.
	 
	 	(f)	 	Bonus Amount. The “Bonus Amount” means the target annual cash bonus
paid or payable to Executive by the Company pursuant to the Executive Annual Bonus Plan
for the last full fiscal year ending immediately before Executive’s Notice of
Termination.
	 
	 	(g)	 	Cause. “Cause” means:






	 	(i)	 	the Executive’s willful and continued failure to substantially
perform the Executive’s reasonably assigned duties with the Company or its
affiliates (other than any such failure resulting from the Executive’s
incapacity due to physical or mental illness), which failure continued for a
period of at least thirty (30) days after a written demand for substantial
performance signed by a duly authorized officer of the Company, has been
delivered to the Executive identifying the manner in which the company believes
that the Executive has not substantially performed his or her duties;
	 
	 	(ii)	 	the Executive’s breach of fiduciary duty involving personal
profit, commission of a felony or a crime involving fraud or moral turpitude,
or material breach of any provision of this Agreement; or
	 
	 	(iii)	 	the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.
	 
	 	 	 	For purposes of this definition, no act or failure to act on the part of the
Executive shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without a reasonable belief that the
action or omission was legal, proper, and in the best interests of the
Company or its affiliates. Any act, or failure to act, based on authority
given pursuant to a resolution duly adopted by the Board, the instructions





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	 	 	 	of a more senior officer of the Company or the advice of counsel to the
Company or its affiliates will be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests
of the Company and its affiliates.






	 	(h)	 	Change in Control. A “Change in Control” means the occurrence of any
one of the following events:






	 	(i)	 	any “person” (as defined in Sections 13(d) and 14(d) of U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than
the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, or any
corporation owned, directly or indirectly, by the stockholders of the company
in substantially the same proportions as their ownership of stock of the
Company, acquires “beneficial ownership” (as defined in Rule 13d-3 under the
Exchange Act) of securities representing 20% of the combined voting power of
the then-outstanding securities of the Company entitled to vote in the election
of directors (the “Voting Securities”) ; or
	 
	 	(ii)	 	during any period of not more than two consecutive years,
individuals who, at the beginning of such period, constitute the Board and any
new directors (other than any director designated by a person who has entered
into an agreement with the Company to effect a transaction described in
subsections 1(h)(i), 1(h)(iii), or 1(h)(iv) of this Agreement) whose election
by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board; or
	 
	 	(iii)	 	the stockholders of the Company approve and the Company
consummates a merger other than (A) a merger that would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company and any Subsidiary, at least 50% of the combined voting power of
all classes of stock of the Company or such surviving entity outstanding
immediately after such merger or (B) a merger effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquires more than 50% of the combined voting power of the Voting Securities;
or
	 
	 	(iv)	 	the stockholders of the Company approve and the Company
consummates a plan of complete liquidation or dissolution of the Company, or a
sale of all or substantially all of the assets of the Company.





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	 	 	 	A Change in Control has not occurred solely because any person acquired beneficial
ownership of 20% or more of the outstanding Voting Securities as a result of the
Company’s acquisition of Voting Securities which reduced the number of Voting
Securities outstanding and increased the person’s number of shares proportionately
owned.
	 
	 	(i)	 	Date of Termination. The “Date of Termination” means the date specified
in a Notice of Termination pursuant to paragraph 3 hereof, or the Executive’s last date
as an active employee of the Company and its affiliates before a termination of
employment due to death, Disability, or other reason, as the case may be.
	 
	 	(j)	 	Disability. “Disability” means the Executive’s total and permanent disability as
defined under the terms of the Company’s long-term disability plan in effect on the Date of
Termination.
	 
	 	(k)	 	Effective Period. The “Effective Period” means the 24-month period following any
Change in Control.
	 
	 	(l)	 	Good Reason. “Good Reason” means, unless the Executive has consented in
writing thereto, the occurrence, after a Change in Control of any of the following
events or conditions::






	 	(i)	 	The actual assignment (not merely the announcement of a plan or
present intention) to the Executive of any duties that would constitute a
material diminution in the Executive’s position as in effect immediately prior
to the Change in Control, including any material diminution in status, title,
authority, duties or responsibilities or any other action which results in a
material diminution in such status, title, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
or the Executive’s employer promptly after receipt of notice thereof given by
the Executive;
	 
	 	(ii)	 	A material diminution (five percent or greater) by the Company
or the Executive’s employer in the Executive’s base salary;
	 
	 	(iii)	 	The Company requiring the Executive to be based at any
location that is a material change of more than forty (40) miles from the
Executive’s regular place of employment immediately prior to the Change in
Control ;
	 
	 	(iv)	 	Following a Change in Control, unless a plan providing a
substantially similar compensation or benefit is substituted, (A) the failure
by the Company or any of its affiliates to continue in effect any material
fringe benefit or compensation plan, retirement plan, life insurance plan,
health and accident plan or disability plan in which the Executive is
participating





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	 	 	 	prior to the Change in Control, or (B) the taking of any action by the
Company or any of its affiliates which would adversely affect the
Executive’s participation in or materially reduce his benefits under any of
such plans or deprive him of any material fringe benefit; or






	 	(v)	 	Following a Change in Control, the failure of the Company or
the affiliate of the Company by which the Executive is employed, or any
affiliate which directly or indirectly owns or controls any affiliate by which
the Executive is employed, to obtain the assumption in writing of the Company’s
obligation to perform this Agreement by any successor to all or substantially
all of the assets of the Company or such affiliate within 15 days after a
reorganization, merger, consolidation, sale or other disposition of assets of
the Company or such affiliate.
	 
	 	(vi)	 	Any purported termination of the Executive’s employment by the
Company which is not effected pursuant to a Notice of Termination satisfying
the requirements of paragraph 3 hereof; and for purposes of this Agreement, no
such purported termination shall be effective.






	 	 	 	For purposes of this Agreement, any determination of “Good Reason” made by the
Executive in good faith based upon his reasonable belief and understanding shall be
conclusive. However, the Executive must provide the Company with Notice of
Termination for “Good Reason” within ninety (90) days of the initial existence of
the condition giving rise to such “Good Reason” and the Company shall have an
opportunity to cure any claimed event of “Good Reason” within thirty (30) days of
receipt of such Notice of Termination from the Executive. The Company shall notify
the Executive of the timely cure of any claimed event of “Good Reason” and the
manner in which such cure was effected, and any Notice of Termination delivered by
the Executive based on such claimed “Good Reason” shall be deemed withdrawn. An
event will not give rise to “Good Reason” if such event is the result of a decision
made with Executive’s express written consent.






	2.	 	Term. The term (“Term”) of this Agreement shall commence on the date first above
written (the “Commencement Date”) and, unless terminated earlier as provided hereunder, shall
continue through the third anniversary of the Commencement Date (the “Termination Date”);
provided, however, that commencing on the day following the Termination Date (the “Extension
Date”), and on the anniversary of the Extension Date each year thereafter, the term of this
Agreement shall automatically be extended for one additional year, unless at least 90 days
prior to such Extension Date, the Company shall have given notice that it does not wish to
extend this Agreement. Upon the occurrence of a Change in Control during the term of this
Agreement, including any extensions thereof, this Agreement shall automatically be extended
until the end of the Effective Period and may not be terminated by the Company during such
time.





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	3.	 	Notice of Termination.






	 	(a)	 	Any termination of the Executive’s employment by the Company, or by any
affiliate of the Company by which the Executive is employed, for Cause, or by the
Executive for Good Reason shall be communicated by Notice of Termination to the other
party hereto given in accordance with paragraph 11 of this Agreement. For purposes of
this Agreement, a “Notice of Termination” for termination of employment for Cause or
for Good Reason means a written notice which (i) is given at least thirty (30) days
prior to the Date of Termination; (ii) indicates the specific termination provision in
this Agreement relied upon, (iii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated, (iv) specifies the employment
termination date; and (v) allows the recipient of the Notice of Termination at least
thirty (30) days to cure the act or omission relied upon in the Notice of Termination.
The failure to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause will not waive any right of the party
giving the Notice of Termination hereunder or preclude such party from asserting such
fact or circumstance in enforcing its rights hereunder.
	 
	 	(b)	 	A Termination of Employment of the Executive will not be deemed to be for Cause
unless and until there has been delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that, in the
good faith opinion of the Board, the Executive has engaged in the conduct described in
paragraph 1(g) hereof, and specifying the particulars of such conduct.
	 
	 	(c)	 	A Termination of Employment of the Executive will not be deemed to be for Good
Reason unless the Executive gives the Notice of Termination provided for herein within
ninety (90) days of the initial existence of the event giving rise to Good Reason.






	4.	 	Obligations of the Company Upon Termination of Executive’s Employment Following a Change
in Control.






	 	(a)	 	If, during the Effective Period, the Company terminates the Executive’s
employment other than for Cause or the Executive terminates employment with the Company
for Good Reason:






	 	(i)	 	The Company will pay Executive all of Executive’s Accrued
Compensation and Accrued Other Benefits;





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	 	(ii)	 	The Company will pay severance of three times the sum of
Executive’s Base Salary and Bonus Amount;
	 
	 	(iii)	 	To the extent not included in Executive’s Accrued
Compensation, the Company will pay Executive a pro-rata bonus amount for the
year of termination, based on Executive’s Bonus Amount; and
	 
	 	(iv)	 	The Company will pay for the continuation of the provision of
medical, dental and life insurance benefits for a period of three years
following the Date of Termination to the Executive and the Executive’s family
at least equal to those which would have been provided to them in accordance
with the plans, programs, practices and policies of the Company as in effect
and applicable generally to other peer executives and their families during the
90-day period immediately preceding the Effective Period or on the Date of
Termination, at the election of the Executive; provided, however, that if the
Executive becomes re-employed with another employer and is eligible to receive
medical, dental and/or life insurance benefits under another employer provided
plan, the medical, dental and/or life insurance benefits described herein will
cease.






	 	(b)	 	“Compensation” Under Deferred Compensation and Retirement Plans. Any
and all amounts paid under this Agreement, except Accrued Compensation or Accrued Other
Benefits, are not intended to be “Compensation” for purposes of determining
Compensation under any and all deferred compensation and retirement plans sponsored or
maintained by the Company or by any affiliate controlled by the Company.
	 
	 	(c)	 	Exclusion of Other Severance.  The severance pay and benefits
provided for in this paragraph 4 shall be in lieu of any other severance pay to which
the Executive may be entitled under the Company’s severance plan or any other similar
severance plan, agreement, or arrangement of the Company or any Affiliate.
	 
	 	(d)	 	Effect of Death or Disability. If the Executive’s employment is
terminated by reason of the Executive’s death or Disability during the Term of this
Agreement, this Agreement shall terminate automatically on the date of death or, in the
event of Disability, on the Date of Termination. In the event of the Executive’s death
following the Executive’s Date of Termination, but prior to the payment of the
severance payments and benefits provided under paragraph 4 hereof, if any, such
payments and benefits will be paid to the Executive’s Beneficiary.
	 
	 	5.	 	Form and Time of Payment. The cash amounts provided for in paragraph 4
above shall be paid in a single lump sum payment on the regularly scheduled payroll day
immediately following the 30th day after Executive’s termination date (but in no event
later than March 15th following the calendar year in which occurs the later
of the time the legally binding right to the payment arises or the time such right
first ceases to be subject to a substantial risk of forfeiture). It is intended that





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	 	 	 	these payments constitute short-term deferred compensation within the meaning of the
applicable Treasury regulations pursuant to Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”). Notwithstanding the preceding two sentences,
if Executive is a “specified employee” at the time Executive separates from service
with the Company and any payment or benefit under paragraph 4 is determined to
constitute non-qualified deferred compensation, such payment shall be made or such
benefit shall be provided on the date that is six months after Executive’s
separation from service with the Company, all as determined in accordance with
Section 409A of the Code.






	6.	 	Mitigation of Damages. The Executive will not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking other employment or
otherwise. Except as otherwise specifically provided in this Agreement, the amount of any
payment provided for under this Agreement will not be reduced by any compensation earned by
the Executive as the result of self-employment or employment by another employer or otherwise.
	 
	7.	 	Stock Options; Stock Appreciation Rights; Long-Term Cash Bonus; Restricted Stock;
Performance Shares. The benefits provided under paragraph 4 above are intended to be in
addition to the value of any options to acquire common stock of the Company, Stock
Appreciation Rights, shares of Restricted Stock, Restricted Stock Units, Performance Shares
and Long-Term Cash Bonuses awarded under the Gardner Denver, Inc. Long-Term Incentive Plan
(the “Incentive Plan”) and any other incentive or similar plan heretofore or hereafter adopted
by the Company. The exercisability or vesting of such awards upon a Change in Control shall be
governed by the terms of the Incentive Plan and any award agreements entered into thereunder.
	 
	8.	 	Tax Effect.






	 	(a)	 	General. This paragraph 8 will apply to all Payments, including any
payment made or benefit provided, including any awards and distributions, to Executive
or for Executive’s benefit (i) by the Company, whether or not pursuant to this
Agreement, or (ii) by any other entity in connection with a change in the ownership or
effective control of the Company or a change in the ownership of a substantial portion
of the assets of the Company, made hereunder. In the event of a determination that any
payments are subject to the Excise Tax imposed by Section 4999 of the Code and any
related interest or penalties incurred by Executive (the “Excise Tax”), the Company
shall pay to Executive an amount, within 30 days of the determination of the amount
(but in any event no later than by the end of Executive’s taxable year next following
the taxable year in which the Excise Tax is remitted), which, on an after-tax basis
(including federal income and excise taxes, and state and local income taxes) equals
the Excise Tax. However, if the total Payments do not exceed 110% of the greatest
amount of Payments that could be made to Executive without giving rise to Excise Tax
(the “Excise Limit”), the total Payments will be reduced to the Excise Limit. For
purposes of this paragraph 8, Executive shall be deemed to pay federal, state and





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	 	 	 	local income taxes at the highest marginal rate of taxation for the calendar year in
which the gross up payment is to be made, taking into account the maximum reduction
in federal income taxes which could be obtained from deduction of state and local
income taxes.






	 	(b)	 	Determinations. All determinations required to be made under this
paragraph 8, including as to any underlying assumptions, will be made by an
independent, nationally recognized public accounting firm that (1) the Company selects
before a Change in Control or (2) that is reasonably acceptable to Executive and
selected by the surviving company after a Change in Control (the “Accounting Firm”).
If Executive’s Payments are reduced to the Excise Limit, the Accounting Firm will
provide Executive with a written opinion, in form and substance reasonably satisfactory
to Executive, that (1) Executive is not required to pay any Excise Tax and (2)
Executive’s not reporting any Excise Tax on Executive’s applicable federal income tax
return will not result in the imposition of a negligence or similar penalty on
Executive. The Company will bear all fees and expenses of the Accounting Firm,
including any costs of retaining experts. Determinations by the Accounting Firm in
accordance with this paragraph 8(b) will be binding other than as provided in paragraph
8(c).
	 
	 	(c)	 	Overpayment and Underpayment. As a result of uncertainty and
complexities in applying Section 4999 of the Code, it is possible that there may be an
Overpayment or an Underpayment. If the Accounting Firm, the Company (which includes
the position taken by the Company on its federal income tax return), the Internal
Revenue Service, or a court determines that there has been an Underpayment, the Company
will pay Executive the Underpayment within 10 days of determination (but in any event
no later than by the end of Executive’s taxable year next following the taxable year in
which the Underpayment is remitted), together with interest at the applicable federal
rate (as defined in Section 1274(d) of the Code) for the term of the Underpayment. If
a final determination of a court or an Internal Revenue Service proceeding (that has
been finally and conclusively resolved) establishes that there has been an Overpayment,
the Overpayment will be deemed for all purposes to be a loan to Executive that was made
on the date Executive received the Overpayment. Executive agrees to repay the
Overpayment on demand.
	 
	 	(d)	 	The Executive will notify the Company in writing within 15 days of any claim by
the Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. If the Company notifies the Executive in writing that
it desires to contest such claim and that it will bear the costs and provide the
indemnification as required by this paragraph, the Executive will:






	 	(i)	 	give the Company any information reasonably requested by the
Company relating to such claim,





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	 	(ii)	 	take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,
	 
	 	(iii)	 	cooperate with the Company in good faith in order to
effectively contest such claim, and
	 
	 	(iv)	 	permit the Company to participate in any proceedings relating
to such claim; provided, however, that the Company will bear and pay directly
all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and will indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. The Company will control all
proceedings taken in connection with such contest; provided, however, that if
the Company directs the Executive to pay such claim and sue for a refund, the
Company will advance the amount of such payment to the Executive on an
interest-free basis, and will indemnify and hold the Executive harmless on an
after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such advance.






	9.	 	Non-competition, Non-Solicitation and Confidential Information. For the Term of this
Agreement, for the period of time during which the Executive receives benefits pursuant to
paragraph 4(a)(iv) hereof, and within any state or similar foreign geographic territory where
the Company engages in business, the Executive covenants and agrees as follows:






	 	(a)	 	not to: (i) directly or indirectly act in concert or conspire with any person
employed by the Company in order to engage in or prepare to engage in or to have a
financial or other interest in any business or any activity which the Executive knows
(or reasonably should have known) to be directly competitive with the business of the
Company as then being carried on; or (ii) serve as an employee, agent, partner,
shareholder, director or consultant for, or in any other capacity participate, engage,
or have a financial or other interest in any business or any activity which the
Executive knows (or reasonably should have known) to be directly competitive with the
business of the Company as then being carried on (provided, however, that
notwithstanding anything to the contrary contained in this Agreement, the Executive may
own up to two percent (2%) of the outstanding shares of the capital stock of a company
whose securities are registered under Section 12 of the Securities Exchange Act of
1934).
	 
	 	(b)	 	not to solicit or entice any other employee of the Company or its affiliates to leave
the Company or its affiliates to go to work for any other business or organization which is
in direct or indirect competition with the Company or any of its





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	 	 	 	affiliates, nor request or advise a customer or client of the Company or its affiliates
to curtail or cancel such customer’s business relationship with the Company or its
affiliates;






	 	(c)	 	to abide by the contractual terms of the Executive’s Employee Nondisclosure Agreement,
which was executed during the Executive’s employment with the Company and remains in full
force for ten years following the Date of Termination;
	 
	 	(d)	 	to cooperate with the Company and its attorneys in connection with any and all lawsuits,
claims, investigations, or similar proceedings that have been or could be asserted at any
time arising out of or related in any way to Executive’s employment by the Company or any of
its subsidiaries: and
	 
	 	(e)	 	not to disparage the Company or otherwise make comments harmful to the
Company’s reputation.






	 	 	In consideration for the promises made by Executive in this paragraph 9, Company allocates
40% of the total present value (as determined upon Executive’s Termination Date) of the
compensation and benefits provided under paragraph 4(ii)-(v) of this Agreement.
	 
	10.	 	Rights and Remedies Upon Breach.






	 	(a)	 	The Executive hereby acknowledges and agrees that the provisions contained in
paragraph 9 of this Agreement (the “Restrictive Covenants”), are reasonable and valid
in duration and in all other respects. If any court of competent jurisdiction
determines that any of the Restrictive Covenants, or any part thereof, is invalid or
unenforceable, the remainder of the Restrictive Covenants will not thereby be affected
and will be given full effect without regard to the invalid portions.
	 
	 	(b)	 	If the Executive breaches, or threatens to commit a breach of, any of the
Restrictive Covenants, the Company will have the following rights and remedies, each of
which rights and remedies will be independent of the others and severally enforceable,
and each of which is in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity:






	 	(i)	 	Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the Company and that
money damages would not provide an adequate remedy to the Company.
	 
	 	(ii)	 	Accounting. The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by the
Executive





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	 	 	 	as the result of any action constituting a breach of the Restrictive
Covenants.
	 
	 	(iii)	 	Cessation of Severance Benefits. The right and remedy
to cease any further severance, benefit or other compensation payments under
this Agreement to the Executive or the Executive’s Beneficiary from and after
the commencement of such breach by the Executive.






	11	 	Arbitration. The Company and Executive agree that any claim, dispute or controversy
arising under or in connection with this Agreement (including, without limitation, any such
claim, dispute or controversy arising under any federal, state or local statute, regulation or
ordinance or any of the Company’s employee benefit plans, policies or programs) shall be
resolved solely and exclusively by binding arbitration. The arbitration shall be held in the
city of St. Louis (or at such other location as shall be mutually agreed by the parties). The
arbitration shall be conducted in accordance with the Expedited Employment Arbitration Rules
(the “Rules”) of the American Arbitration Association (the “AAA”) in effect at the time of the
arbitration, except that the arbitrator shall be selected by alternatively striking from a
list of five arbitrators supplied by the AAA. All fees and expenses of the arbitration,
including a transcript if either requests, shall be borne equally by the parties. If Executive
prevails as to any material issue presented to the arbitrator, the entire cost of such
proceedings (including, without limitation, Executive’s reasonable attorneys’ fees) shall be
borne by the Company. If Executive does not prevail as to any material issue, each party will
pay for the fees and expenses of its own attorneys, experts, witnesses, and preparation and
presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which
attorney’s fees are recoverable under the Rules). Any action to enforce or vacate the
arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and
otherwise by applicable state law. If either the Company or Executive pursues any claim,
dispute or controversy against the other in a proceeding other than the arbitration provided
for herein, the responding party shall be entitled to dismissal or injunctive relief regarding
such action and recovery of all costs, losses and attorney’s fees related to such action.
Notwithstanding the provisions of this paragraph, either party may seek injunctive relief in a
court of competent jurisdiction, whether or not the case is then pending before the panel of
arbitrators. Following the court’s determination of the injunction issue, the case shall
continue in arbitration as provided herein.
	 
	12.	 	Notices. Any notice provided for in this Agreement will be given in writing and will
be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by
certified, registered or express mail, postage prepaid. Any such notice will be deemed given
when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if
mailed, on the date of actual receipt thereof. Notices will be properly addressed to the
parties at their respective addresses set forth below or to such other address as either party
may later specify by notice to the other in accordance with the provisions of this paragraph:





Executive’s Initials: __________




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	 	 	If to the Company:
	 
	 	 	Gardner Denver, Inc.

1800 Gardner Expressway

Quincy, IL 62305 (217) 228-8260 (Fax)

Attention: Corporate Secretary/General Counsel
	 
	 	 	If to the Executive:
	 
	 	 	 

                                        
	 
	 	 	                                        
	 
	 	 	                                        
	 
	13.	 	Entire Agreement. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements, written or
oral, with respect thereto, including, without limitation, the Letter Agreement entered into
between the Company and the Executive dated effective                           ,       and any and all
prior employment or severance agreements and related amendments entered into between the
Company and the Executive. Furthermore, the severance payments and benefits provided for
under this Agreement are separate and apart from and, to the extent they are actually paid,
will be in lieu of any payment under any policy of the Company or any of its affiliates
regarding severance payments generally.
	 
	14.	 	Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed
or extended, and the terms and conditions hereof may be waived, only by a written instrument
signed by the parties hereto or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any waiver on the part of any party of any such right,
power or privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.
	 
	15.	 	Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the state of Delaware (without giving effect to the choice of law provisions
thereof), where the employment of the Executive will be deemed, in part, to be performed, and
enforcement of this Agreement or any action taken or held with respect to this Agreement will
be taken in the courts of appropriate jurisdiction in Delaware.
	 
	16.	 	Assignment. This Agreement, and any rights and obligations hereunder, may not be
assigned by the Executive and may be assigned by the Company only to any successor in
interest, whether by merger, consolidation, acquisition or the like, or to purchasers of
substantially all of the assets of the Company.





Executive’s Initials: __________




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	17.	 	Binding Agreement. This Agreement will inure to the benefit of and be binding upon
the Company and its respective successors and assigns and the Executive and his legal
representatives.
	 
	18.	 	Counterparts. This Agreement may be executed in separate counterparts, each of which
when so executed and delivered will be deemed an original, but all of which together will
constitute one and the same instrument.
	 
	19.	 	Headings. The headings in this Agreement are for reference purposes only and will
not in any way affect the meaning or interpretation of this Agreement.
	 
	20.	 	Authorization. The Company represents and warrants that the Board of Directors of the
Company has authorized the execution of this Agreement.
	 
	21.	 	Validity. The invalidity or unenforceability of any provisions of this Agreement
will not affect the validity or enforceability of any other provisions of this Agreement,
which will remain in full force and effect.
	 
	22.	 	Tax Withholding. The Company will have the right to deduct from all benefits and/or
payments made under this Agreement to the Executive any and all taxes required by law to be
paid or withheld with respect to such benefits or payments.
	 
	23.	 	No Contract of Employment. Nothing contained in this Agreement will be construed as a
contract of employment between the Company or any of its affiliates and the Executive, as a
right of the Executive to be continued in the employment of the Company or any of its
affiliates, or as a limitation of the right of the Company or any of its affiliates to
discharge the Executive with or without cause.
	 
	24.	 	Reimbursement and In-kind Benefits. The following shall apply to all health care
benefits pursuant to paragraph 4(a)(iv) (the “Health Benefits”). All reimbursements of
expenses made under the Health Benefits shall be made no later than the end of the calendar
year next following the calendar year in which the expenses were incurred. The amount of
expenses that are eligible for reimbursement or of in-kind benefits that are provided pursuant
to the Health Benefits in any given calendar year shall not affect the expenses that are
eligible for reimbursement or benefits to be provided under the Health Benefits in any other
calendar year, except as specifically permitted by Treasury Regulation Section
1.409A-3(i)(iv)(B). Executive’s right to the Health Benefits may not be liquidated or
exchanged for any other benefit.
	 
	25.	 	Interpretation and Savings. All terms and conditions of this Agreement shall be
construed to be in accordance with the non-qualified deferred compensation requirements of
Section 409A of the Internal Revenue Code and any offending or non-compliant terms shall be
amended, voided and/or reformed to the extent necessary to comply with Section 409A.





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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	The Company	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GARDNER DENVER, INC.	 	 	 	THE EXECUTIVE
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 





Executive’s Initials: __________





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