exv10w1






Exhibit 10.1




Waiver and Release Agreement

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WAIVER AND RELEASE AGREEMENT




     I, Armando L. Castorena, understand my last day of employment with Gardner Denver, Inc.
(“GDI”) is May 10, 2011 (“Termination of Employment Date”), and I accept the following, which GDI
promises to me, in consideration for the promises I make in this Waiver and Release Agreement (this
“Agreement”):




	 	•	 	Payment of the sum of Four Hundred Fifty Five Thousand Seven Hundred Ninety
Nine Dollars ($455,799), to be made payable to me in lump sum, less applicable
withholdings, payable no earlier than the first practicable payroll date occurring at least
eight (8) days after my acceptance of and signature on this Agreement;
	 
	 	•	 	Payment of a sum equivalent to twelve (12) months of COBRA medical insurance premiums, to
be made payable to me in lump sum, less applicable withholdings, payable no earlier than
the first practicable payroll date occurring at least eight (8) days after my acceptance of
and signature on this Agreement; and
	 
	 	•	 	Other Benefits:






	 	•	 	My eligibility and right to payment under the GDI retirement savings
plan and supplemental excess defined contribution plan will be governed exclusively
by the terms and conditions of applicable plan document(s), using my Termination of
Employment Date as my separation from service and/or termination date as such is
defined in the applicable plan document(s); I understand that my contributions and
the company contributions will cease on my Termination of Employment Date.
	 
	 	•	 	Any remaining stock options that have vested prior to my Termination of
Employment Date, but have not been exercised by me, may be exercised until August
9, 2011. Thereafter,
I have forfeited any vested but unexercised options. Vesting on all unvested options
terminates on my Termination of Employment Date, except that all unvested options
which are scheduled to vest on September 15, 2011 will be treated as vested,
effective as of that date and once vested may be exercised until December 15, 2011.
The parties agree that these provisions amend, to the extent required, the applicable
award agreements for such awards which otherwise continue to apply.
	 
	 	•	 	Any unvested restricted stock units terminate on my Termination of
Employment Date, except that the unvested restricted stock units which are scheduled
to vest on September 15, 2011 will be treated as vested, effective as of that date.
The parties agree that these provisions amend, to the extent required, the
applicable award agreements for such awards which otherwise continue to
apply.
	 
	 	•	 	My participation in any GDI bonus plans, including but not
limited to the Executive Annual
Bonus Plan and the Long-Term Incentive Plan, will cease as of my Termination of
Employment Date.
	 
	 	•	 	I understand that I am eligible to receive outplacement services through
a firm of my choosing at GDI’s expense (up to an amount no greater than $25,000) to
assist me in finding a new position. I further understand GDI also will reimburse me
for reasonable travel expenses associated with such outplacement services, subject
to the overall $25,000 limit
described in the proceding sentence.




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Waiver and Release Agreement

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	 	•	 	Any obligation I have to repay any GDI-paid relocation expenses,
reimbursement of
relocation expenses, or other relocation benefit, resulting from my separation of
service
and/or termination from employment with GDI is hereby waived. In addition, GDI will
apply the same tax gross-up methodology used to calculate the total federal, state
and local
tax gross-up’s, as defined in the executive relocation FAQ
document that applies to all other
executives who report to the CEO and who have relocated to the
Philadelphia area. Any
remaining tax payments will be made by GDI for my relocation expenses incurred in moving
from Quincy, IL to Pennsylvania on or before December 31,2011.
	 
	 	•	 	I understand that I will continue to receive GDI’s executive tax
return preparation service regarding my 2011 tax return and tax planning services
through Rubin Brown, up to an aggregate amount no greater than $6,000.
	 
	 	•	 	GDI will pay a lump sum of five (5) days of unused vacation.
	 
	 	•	 	I understand that I
will have the right to elect COBRA
benefits under the GDI medical plan
in accordance with federal law.
	 
	 	•	 	I understand that all other company benefits cease on my Termination of
Employment Date.





     (1.) Complete and General Release. In consideration for receiving the pay and benefits set
forth above, I, for myself and my heirs, agents, executors, administrators, successors and assigns,
release, relinquish, waive and forever discharge GDI, its subsidiaries, affiliates and all other
related entities; its and their predecessors, successors and assigns; the past, present and future
officers, directors, shareholders, trustees, members, employees, attorneys and agents of any of the
previously listed entities; any benefits plan maintained by any of the previously listed entities
at any time; and the past, present and future sponsors, insurers,
trustees, fiduciaries and
administrators of such benefit plans (collectively “Released Parties”) from all claims,
liabilities, demands and causes of action or suits of any kind, known
or unknown, fixed or
contingent, of whatsoever kind or nature that I ever had, now have or may claim to have as of the
date of the signing of this Agreement, including but not limited to, those arising out of my
employment with GDI and my separation from that employment. This Release includes, but is not
limited to, a release of the following types of claims:



     (a) Claims
of discrimination, harassment or retaliation, whether based on race, color, religion,
gender, sex, age, sexual orientation, handicap and/or disability, national origin, whistle blowing
or any other legally protected class;



     (b) Claims under the FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, 29
U.S.C. section 621 et seq., and all other federal, state and local laws, statutes and
ordinances governing or
concerning employment;



     (c) Claims under the Worker Adjustment and Retraining Notification Act;



     (d) Claims
under federal, state or local laws, regulations, ordinances or court decisions of
any
kind;



     (e) Contract claims (whether express or implied);



     (f) Tort claims, including without limitation, wrongful termination, defamation, negligence,
invasion of privacy or emotional distress;



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Waiver and Release Agreement

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     (g) Claims under the Family and Medical Leave Act;



     (h) Claims under the Employee Retirement Income Security Act; and



     (i) Claims for attorney’s fees and costs.



     Notwithstanding any other provision of this Release, the following are not barred by this
Release; (i)
claims relating to the validity of this Release; (ii) claims by either party to enforce this
Release; (iii) claims that may arise after the date this Release is signed; and (iv) claims that are
not legally waivable. This Release includes all claims for accrued or future wages, salary, or
benefits, but does not extend to my right to vested accrued benefits as set forth in the plan
documents of GDI governing such benefit programs and the right under federal or state law to
continue certain benefit coverages. I understand that any and all claims for, and any rights to, any
such vested accrued benefits are governed exclusively by the plan documents of GDI, and that I have
no rights or entitlement arising from any contract or any other source to any such benefits from
GDI other than as provided by such plan documents as modified or limited by this Agreement



     In addition, this Release will not operate to limit or bar my right to file an administrative
charge of discrimination with the Equal Employment Opportunity Commission (EEOC) or to testify,
assist or participate in an investigation, hearing or proceeding conducted by the EEOC. However,
this Release does bar my right to recover any personal or monetary relief, including if I or anyone
on by behalf seeks to file a lawsuit on the same basis as the charge of discrimination.



     (2.) Return of All GDI Property. I agree that on my Termination of Employment Date, I will
return to my immediate supervisor all property of GDI, including but not limited to keys, access
cards, credit cards, electronics, storage media, machinery, computer files and documents, and any
other GDI property in my possession related to GDI’s business or customer information.



     (3.) No Admission of Liability. I acknowledge that this Agreement is not an admission of
liability or wrongdoing by GDI or any other Released Party.



     (4.) Confidential and Proprietary Information of the Company. During my employment with GDI, I had access
to much of GDI’s confidential information including but not limited to: product margins, product
strengths and weaknesses, GDI policies, objectives, strategies, long range plans, plans for market
product development, financial information, payroll information, personnel information and other
similar information. I agree that I will not disclose any of the confidential information gained in
my position with GDI to the advantage of a GDI competitor or to GDI’s disadvantage. I will also
continue to abide by all confidentiality restrictions pursuant to other agreements which I have
executed with GDI prior to the date of this Agreement.



     (5.) Not-Disparagement/Non-Solicitation. I agree not to disparage, denigrate, or defame GDI
and/or related persons, or any of their business products or services. I further agree that I will
not, for a period of twelve (12) months following my Termination of Employment Date, solicit, take
away, or attempt to take away, directly or indirectly, any customers or employees of the Company,
either for myself or as an employee of any person, firm, corporation, or other entity engaged in,
or planning to engage in, the manufacture and sale of products and services that are competitive
with those of the Company. I acknowledge and agree that my breach of the covenants contained in
this Section 5 will cause immediate and irreparable harm to the Company, that the restrictions of
this Section 5 are reasonable, and that the Company shall be entitled to injunctive relief to
enjoin any continuing breach of this Section 5 and to actual and consequential damages resulting
therefrom.



     (6.) Cooperation. I agree that I will cooperate with GDI and its attorneys in the prosecution
or defense of any litigation, or matters concerning which litigation subsequently arises, which
occurred or



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Waiver and Release Agreement

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accrued during my employment, and I understand that I will be reimbursed for reasonable expenses
incurred through such cooperation.




     (7.)
Idemnification of Tax Liabiality. I acknowledge and agree that any tax consequence
resulting from any payment and benefit described in this Agreement is solely my responsibility, and
I further agree to indemnify GDI for any tax liability, penalty, or interest GDI may incur as a
result of any such payment and benefit. I further acknowledge that I will be responsible for all
federal, state and local taxes incurred in connection with the vesting of unvested restricted stock
units on September 15, 2011, and that unless I provide GDI with a payment to satisfy such tax
obligations prior to such date, I acknowledge that GDI will withhold a sufficient number of shares
associated with such restricted stock units to satisfy all such tax obligations.



     (8.)
Consideration Period / Right to Revoke Period. I understand that I have until and including
May 31, 2011, a period of twenty-one (21) days to review
and consider this Agreement. I may return
this Agreement in less than the full consideration period only if my decision to shorten it was
knowing and voluntary and was not induced in any way by GDI. I understand that I have a seven-day
period after signing this Agreement to revoke or rescind this
Agreement. Such revocation must be in
writing and directed to Brent A. Walters, 1500 Liberty Ridge Drive,
Suite 3000, Wayne, Pennsylvania
19087.



     (9.)
Savings Clause. I agree that if any part or provision of this Agreement is deemed by any
court to be invalid, void or unenforceable for any reason, the remainder of the terms and
provisions of this Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.



     I
hereby acknowledge that I have carefully read and fully understand the provisions of this
Agreement. I have not relied upon any other representation or statement, written or oral, except
for those set forth in this Agreement, I also hereby acknowledge that GDI has recommended that I
consult with an attorney and personal, financial and tax advisors prior to signing this Agreement,
and I acknowledge that I have had adequate time to do so. I am entering into this Agreement
knowingly and voluntarily and not as a result of any pressure, coercion or duress.



	 	 	 	 	 
	 	 	 
	 	/s/ Armando L. Castorena
 	 
	 	Armando L. Castorena 	 
	 	 	 
	 


Dated:
June 3, 2011




	 	 	 	 	 
	 	Accepted by:


GARDNER DENVER, INC.

 	 
	 	By:  	/s/ Brent A. Walters
 	 
	 	 	Name:  	Brent A. Walters 	 
	 	 	Title: V. P. General Councel 	 
	 


Dated:
June 3, 2011





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