exv10w23






Exhibit 10.23








July 29, 2009




Mr. Brent A. Walters

2201 West Pinnacle Drive

Dunlap, Illinois 61525



Dear Brent:



This will serve to confirm our recent discussion regarding our offer to you to join Gardner Denver,
Inc. as Vice President, General Counsel and Chief Compliance Officer reporting directly to me. This
offer is contingent on successful completion of a background check and acceptable results from a
pre-employment drug screen. Specifically please note the following:





	 	1.	 	Salary. Your annual base salary will be $275,000.
	 
	 	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 45% of your base salary. Your annual incentive
payout may range from 0% to 200% (max of 90%) of your annual incentive target. Your award for the
2009 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 the awards have been approved by the Board of Directors.
	 
	 	3.	 	Long Term Cash Bonus Plan. 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 industrial businesses. Your target long-term bonus opportunity will be
80% of base salary (with a maximum payout of 160% of base salary).




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 Management Development and
Compensation Committee of the Board of Directors (the “Compensation Committee”) on an annual basis.
The criteria for achieving the annual bonus will be determined by the Compensation Committee 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.





Gardner Denver, Inc.      1800 Gardner Expressway      Quincy, IL 62305      217 222 5400      fax 217 223 5897







 









 














	 	5.	 	Restricted Stock Units Grant. In order to bridge your transition from your current
employer to Gardner Denver, you will also receive a special one-time award of 3,000 restricted
stock units that will be granted at the market close price on October 1, 2009.
	 
	 	6.	 	Stock Options Grant. Also in order to bridge your transition from your current employer
to Gardner Denver, you will also receive a special one-time award of 3,500 stock options which will
be granted with a strike price at the market close price on October 1, 2009.
	 
	 	 	 	Note, these special one-time grants of restricted stock units and stock options will have the same
vesting and forfeiture requirements as our annual grants.
	 
	 	7.	 	Sign on Bonus. You will be eligible to receive a one-time sign on bonus in the amount of
$50,000 less applicable taxes and withholding. 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, (violation of code of conduct), from the
Company within eighteen (18) months of your date of hire, you will be required to repay this payment
in full.
	 
	 	8.	 	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 12 months 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.	 	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
	 
	 	iii.	 	the severance agreement will expire after your first year of employment (day of your
anniversary of date of hire).




Additionally, 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 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 are generally entitled to
receive:





	 	•	 	Cash payment of severance of two (2) times the sum of your base salary and bonus amount





Gardner Denver, Inc.      1800 Gardner Expressway      Quincy, IL 62305      217 222 5400      fax 217 223 5897




 









 














	 	•	 	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 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.
	 
	 	9.	 	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 (2009 = $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 contributions $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 (2009 = $106,800)
base plus 8% of compensation that exceeds the Social Security wage base up to the IRS limit (2009 =
$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 Gardner
Denver 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 (2009 = $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.
	 
	 	10.	 	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 ten (10) years. It provides lifetime benefit protection of $300 per day and increases
each year after 2005 at the lesser of the CPI or 5%.
	 
	 	11.	 	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





Gardner Denver, Inc.      1800 Gardner Expressway      Quincy, IL 62305      217 222 5400      fax 217 223 5897




 









 














	 	 	 	services (every five (5) years); (c) executive retirement planning in connection with your
retirement from Gardner Denver; (d) annual executive physical examinations; (e) 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.
	 
	 	12.	 	Health and Medical 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. Gardner Denver Benefits plan coverage year begins on
April 1st and ends on March 31st.
	 
	 	13.	 	Relocation. You will be eligible for our full relocation program. A copy of the
complete program and a summary of the principal elements of this program are attached for your
reference. (Grade 21+ Policy). Of course, we will work with you, as necessary, to ensure that you
have a seamless relocation to the Quincy area. Gardner Denver has a contract with Cartus covering
your relocation. A Cartus 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 Cartus. Your benefits under the relocation
program will be contingent upon your signing the attached Continuation of Employment Agreement,
which will provide that if you voluntarily terminate your employment with the Company within twenty
four (24) months from the date of hire, you will be required to repay the expense of your
relocation on a pro rata basis.
	 
	 	14.	 	Vacation. You will be eligible for four (4) weeks of vacation per year.
	 
	 	15.	 	Start Date: Your start date will be August 17,th 2009.




Brent, 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 (217) 223-5897 or email a pdf of the signed offer
letter to armando.castorena@gardnerdenver.com



If you have any questions regarding any of the matters described in this letter, please do not
hesitate to contact me [...].




	 	 	 	 	 
	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/ Brent A. Walters
 	 	 
	Brent A. Walters 	 	 
	 	 	 


Date: July 30, 2009





Gardner Denver, Inc.      1800 Gardner Expressway      Quincy, IL 62305      217 222 5400      fax 217 223 5897