exv10w2






Exhibit 10.2









April 7, 2011




Mr. Christopher R. Celtruda

3049 West Cottonwood Lane

Phoenix, AZ 85045




Dear Mr. Celtruda:




This will serve to confirm our recent discussion regarding our offer to you to join Gardner Denver,
Inc. as the Vice President of Gardner Denver and President of the Industrial Products Group
reporting directly to me and located at Gardner Denver’s new headquarters in Wayne, Pennsylvania in
the greater Philadelphia area. This offer is contingent on successful completion of a
pre-employment drug screen with acceptable results. Specifically please note the following:





	 	1.	 	Salary. Your annual base salary will be $350,000. As part of Gardner
Denver’s process to get new hires to a common annual salary increase date, any increase to
your salary during the 2012 executive salary review would be pro-rated based on your start
date.
	 
	 	2.	 	Executive Annual Bonus Incentive Program. You will be eligible to
participate in the Gardner Denver, Inc. Executive Annual Bonus Incentive Program. subject
to the terms and conditions of the program. Your target annual incentive is 60% of your base
salary. Your annual incentive payout may range from 0% to 200% (max of 120%) of your
annual incentive target. Your award for the 2011 plan year will be prorated based on your
start date.
	 
	 	 	 	The specific performance objectives and measures for your annual incentive will be defined and
reviewed each year and your annual incentive awards will be calculated, approved and paid
after financial results have been finalized and awards have been approved by the Management
Development and Compensation Committee of the Board of Directors (the “MDCC” or “Compensation
Committee”).
	 
	 	3.	 	Long Term Cash Bonus Plan (LTCB). In addition, the Compensation Committee
instituted a long-term cash bonus plan in 2001, which is based on a rolling three (3) year
earnings before tax (EBT) performance of the Company’s businesses. Your target long-term
bonus opportunity will be 50% of base salary (with a maximum payout of 100% of base
salary).
	 
	 	 	 	Your participation in the Long Term Cash Bonus Plan is based on your employment with
Gardner Denver. In accordance with the Gardner Denver Long-Term Incentive Plan, you will be
eligible for your first full year of participation in 2012, which is 1/3rd (33%)
participation in the 2010-2012 LTCB plan, which will result in a 1/3rd payout of the 2010-2012 plan in March 2013. You will have
another full years employment participation in 2013, which will result is 2/3rd
(66%) participation in the 2011-2013 LTCB plan. You will have another full years employment
participation in 2014, which will result is 3/3rd (100%) participation in the
2012-2014 LTCB plan.





Chris Celtruda Offer Letter 4-7-2011 Initial CRC Date 4/8/11




Gardner Denver, Inc. | 1550 Liberty Ridge Drive — Suite 320 | Wayne, PA 19087-5667 | Office : 610-249-2000
| Fax: 610-232-0425




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Note that your plan participation (1/3, 2/3, 3/3rds) does not guarantee a payout and that
achievement of the plan results drive the actual payouts which can result in no payout, below or
above target payouts.




Note that the specifics of both of the Gardner Denver bonus plans (Executive Annual Bonus Incentive
Program and the Long Term Cash Bonus Plan) are determined by the Compensation Committee on an
annual basis. The criteria for achieving the annual bonus will be determined by the Compensation
Committee, in its sole discretion, at its annual first quarter meeting (normally in February) and
bonuses will be awarded following that meeting within a two to three week period depending on the
payroll processing cycle.





	 	4.	 	Equity Incentive Plan. Annually, you will be eligible to receive a restricted stock (or
restricted stock unit) and stock option grant pursuant to the Company’s Long-Term Incentive Plan.
Historically, these grants are determined by the Compensation Committee at it’s annual first
quarter meeting (normally in February) and the Company’s stock options are granted with a strike
price equal to the market close on the date of the Compensation Committee’s approval of the grant.
Stock option grants vest over a three (3) year period in three (3) equal increments and are
exercisable for seven (7) years. The Company’s restricted stock units vest at the end of three (3)
years.





Note that the 3 components of the Long Term Incentive Plan (LTIP) for Gardner Denver, Inc.
currently include Stock Option Grants, Restricted Stock Unit Grants, and the Long Term Cash Bonus
Plan. The LTIP is designed to split the total targeted LTIP economic value at 33.3% for each
component. The MDCC could make adjustments or changes to the annual and long term compensation
programs for executives so these programs described in this offer letter do not reflect a guarantee
to continue these programs for you. As Executive Officers of Gardner Denver, our annual and long
term compensation is determined by the MDCC.





	 	5.	 	Special Restricted Stock Unit Grant. In order to bridge your transition from your current
employer to Gardner Denver, you will receive a special one-time award of $663,000 in restricted
stock units that will be granted at the market close price on your first day of employment.
	 
	 	6.	 	Special Stock Options Grant. In order to bridge your transition from your current employer to
Gardner Denver, you will receive a special one-time award of $31,100 (Black Scholes derived value)
in stock options that will be granted at the strike price at the market close price on your first
day of employment.
	 
	 	 	 	Note, the above restricted stock units and stock options grants will have the same vesting and
forfeiture requirements as other annual grants.
	 
	 	7.	 	Change in Control. As an executive of the Company, you will receive a Change in Control
Agreement. This Agreement addresses adverse changes that may occur with respect to your terms and
conditions of employment, including position, location, compensation and benefits, following a
change of control. If, during the 24-month period following a change





Chris Celtruda Offer Letter 4-7-2011 Initial CRC Date 4/8/11




Gardner Denver, Inc. | 1550 Liberty Ridge Drive — Suite 320 | Wayne, PA 19087-5667 | Office : 610-249-2000 | Fax: 610-232-0425





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in control, the Company terminates your employment other than for cause, or you terminate for
a good reason (i.e., relating to material changes in position, location, compensation and/or
benefits), you will receive payments consistent with the prevailing Change in Control Agreement.
Generally, per the current agreement at the time of this offer, you would be entitled to receive:





	 	•	 	Accrued but unpaid base salary through the date of termination,
	 
	 	•	 	A severance payment of two (2) times the sum of your base salary and bonus amount
	 
	 	•	 	To the extent not included in the executives accrued compensation, the Company will pay
a pro-rata bonus amount for the year of termination, based on the executives bonus amount
and
	 
	 	•	 	The Company will pay for the continuation of medical, dental and life insurance
benefits for up to two (2) years.





The Executive Change in Control Agreement will be provided to you for complete review.



You will also receive an Indemnification Agreement to protect you from potential claims made
against you in your capacity as an executive of the Company.






	8.	 	Special Sign on Bonus. You will be eligible to receive a one-time sign on bonus in the amount of
$800.000 less applicable taxes and withholding. This sign-on bonus is being provided to you to
assist you with your requirements to pay back your current employer for relocation assistance that
they provided to you. This payment will be made to you with your regularly scheduled paycheck as
soon as practicable after your start date. Should you voluntarily terminate your employment or be
involuntarily terminated for cause. including but not limited to a violation of the Gardner Denver
Code of Ethics and Business Conduct, from the Company within thirty six (36) months of your date of
hire. you will be required to repay 100% of the sign-on bonus payment, including all local state and
federal taxes paid on your behalf by the company.





Notwithstanding the foregoing, in the event of a Change in Control (as defined in the Gardner
Denver, Inc. Long —Term Incentive Plan) or if you are involuntarily terminated without cause, you
shall be released of any obligation to repay the sign-on bonus described above.



As additional consideration for the Special Sign On Bonus and Special Equity Grants, you agree that
for a period of two (2) years following the termination of your affiliation with the Company for any
reason, you shall not directly or indirectly (i) induce, solicit, request or advise any Customers
(as defined below) to patronize any business which competes with any business of the Company or its
affiliates for which you have had any management responsibility during your affiliation with
Company; or (ii) entice, solicit, request or advise any employee of the Company or any of its
affiliaties to accept employment (or other affiliation) with any other person, firm or business. As
used above, “Customers” means all customers of any business of the Company or its
affiliates for
which you had contact or management responsibility during your affiliation with Company.




Chris Celtruda Offer Letter 4-7-2011 Initial CRC Date 4/8/11



Gardner Denver, Inc. | 1550 Liberty Ridge Drive – Suite 320 | Wayne, PA 19087-5667 | Office :
610-249-2000 | Fax : 610-232-0425





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	9.	 	Relocation. You will be eligible for relocation benefits to the Wayne PA area. A
copy of the relocation benefits description and summary of the principal elements of this program
will be provided to you upon request. Of course, we will work with you, as necessary, to ensure
that you have a seamless relocation to the Wayne, PA area.
	 
	 	 	At this time we are not offering you a Loss on Sale or Home Buyout relocation benefit based on our
discussions that you will not need these benefits to complete your relocation to Pennsylvania.
	 
	 	 	Your benefits under the relocation program will be contingent upon your signing the attached
Relocation Agreement, which will provide that if you voluntarily terminate your employment with the
Company within thirty six (36) months from the date of hire, you will be required to repay 100% of
the expense of your relocation, including all local, state and federal taxes paid on your behalf by
the company.
	 
	 	 	Accordingly, by signing this offer letter, you are authoring Gardner Denver to withhold any and all
Reimbursement Amounts form
any funds owed to you by Gardner Denver upon your termination, including any base salary or bonuses.
Any portion of the Reimbursement Amount
remaining unpaid after your termination will bear interest at a rate
equal to the lesser of (i) 18% or (ii) the maximum, non-usurious rate of interest permitted by
applicable law.
	 
	 	 	Gardner Denver has a contract with Prudential that will assist you with your relocation to the
Wayne, Pennsylvania area. A Prudential representative will contact you to provide detailed
information about your relocation. Please do not list your home or contact anyone about the
movement of household goods until you have discussed your relocation with Prudential.
	 
	10.	 	Executive Agreements.
	 
	 	 	As part of this offer you will receive a severance plan agreement with the following provisions:






	 	a.	 	lump sum severance payment equal to one times the sum of your annual base salary and
executive annual bonus at full target
	 
	 	b.	 	12 months of paid COBRA for Health and Welfare benefits at the coverage level prior
to your termination
	 
	 	c.	 	outplacement services for up to 12 months
	 
	 	d.	 	with the following general terms and conditions (agreement will have full T&C’s);






	 	i.	 	the agreement stipulates that you will receive the severance benefits only if you are
involuntarily terminated for other than for cause.
	 
	 	ii.	 	Should you be involuntarily terminated for cause, including but not limited to a
violation of the Gardner Denver Code of Ethics and Business Conduct, you will not receive a
severance payment





Chris Celtruda Offer Letter 4-7-2011 lnitial CRC Date 4/8/11




Gardner Denver, lnc. | 1550 Liberty Ridge Drive — Suite 320 | Wayne, PA 19087-5667 | Office:
610-249-2000 | Fax: 610-232-0425





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	 	iii.	 	subject to other standard terms and conditions for the Company’s severance packages including
but not limited to waiver and release and non-disclosure agreements, and
	 
	 	iv.	 	the severance agreement will expire after your second year of employment (day of your second
anniversary of date of hire).






	 	 	
	 
	11.	 	Retirement Plans. As an executive of Gardner Denver. you will be eligible to participate in the
Company’s Retirement Savings Plan and Supplemental Excess Defined Contribution Plan.



The Company’s Retirement Savings Plan is a tax-qualified 401(k) retirement savings plan. You will be
eligible to contribute from 1% to 100% of compensation tax deferred to this plan up to the IRS
limit (2011 = $16,500 pre-tax limit plus $5,500 pre-tax catch-up if age 50 or older). The Company
matches the first 3% of employee contribution $1 for each $1 and the second 3% of employee contributions $.50
for each $1. The Company match is contributed in the form of our common stock, but you will have the
right to diversify out of Company common stock into other fund alternatives, subject to applicable
securities law requirements. You will also receive a non-elective Company contribution equal to 4%
of compensation up to the Social Security wage limit (2011 = $106,800) base plus 8% of compensation
that exceeds the Social Security wage
base up to the IRS limit (2011 = $245,000). All
employee and company matching contributions are fully vested immediately and the non-elective
company contribution becomes fully vested after three (3) years of employment.
	 
	 	 	In addition to the Retirement Savings Plan. you will be eligible to participate in the Supplemental
Excess Defined Contribution Plan. The Supplemental Plan provides you the opportunity to continue to
be credited with contributions on a pre-tax basis beyond the IRS limits that apply to the
Retirement Savings Plan. The Company matching contributions in this Plan are made at the
same rate as in the Retirement Savings plan described above . You will also receive a non-elective
Company contribution equal to 12% of compensation that exceeds the IRS limit (2011 = $245,000). All
employee and Company matching contributions are fully vested immediately and the non-elective
company contribution becomes fully vested after three (3) years of employment.
	 
	12.	 	Long-Term Care Insurance Program. The Compensation Committee adopted a Long-Term Care
Insurance program for Executives in 2004. The Company will pay for your premium payments under this
Program for required ten (10) years as an executive of Gardner Denver. It provides lifetime benefit
protection of $300 per day and increases each year after 2005 at the lesser of the CPI or 5%.
	 
	13.	 	Additional Executive Benefits. As an executive of Gardner Denver. you will also be eligible for
the following benefits: (a) annual tax planning and tax return preparation services by an external
financial planning services company, (currently Rubin Brown); (b) estate planning services (every five (5)
years ); (c) executive retirement planning in connection with your retirement from Gardner Denver:
(d) required annual executive physical examinations; (e)





Chris Celtruda Offer Letter 4-7-2011 Initial CRC Date 4/8/11




Gardner Denver. Inc. | 1550 Liberty Ridge Drive-Suite 320 | Wayne, PA 19087-5667 | Office: 610-249-2000 | Fax: 610-232-0425





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	 	 	 	executive long-term disability insurance; and (f) participation in the charitable donations
matching gifts program that matches your charitable donations up to $2,500 annually.
	 
	 	14.	 	Health and Welfare Insurance Coverage. You will also be eligible for other benefits
coverage including medical, dental, and life insurance and disability. A brief summary of these
benefit programs will be provided to you. The Gardner Denver benefits plan coverage year begins on
April 1st and ends on March 31st.
	 
	 	15.	 	Vacation. You will be eligible for four (4) weeks of vacation per year.
	 
	 	16.	 	Start Date. Your start date will be April 26, 2011 or earlier.




Chris, I am very excited by the prospect of your acceptance of this offer to become a part of the
Gardner Denver team. Clearly, you can make a positive contribution to our goal of growing the
Company into a larger and more profitable organization. Please acknowledge your acceptance of
this offer by signing and dating this letter on the space provided below and faxing it back to
Armando L. Castorena, Vice President Human Resources at (610) 232-0425 or email a pdf of the signed
offer letter to armando.castorena@gardnerdenver.com.



Sincerely,




/s/ Barry L. Pennypacker

 

Barry L. Pennypacker

President & Chief Executive Officer




 

I have read and accept this offer of employment and agree to the terms and conditions.



ACCEPTED AND AGREED:




/s/ C. R. Celtruda

 

Christopher R. Celtruda




Date: April 8, 2011




Chris Celtruda Offer Letter 4-7-2011 Initial____ Date ____




Gardner Denver, Inc. | 1550 Liberty Ridge Drive — Suite 320 | Wayne, PA 19087-5667 | Office: 610-249-2000 | Fax: 610-232-0425





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