exv10w22






Exhibit 10.22






August 1, 2008




Mr. Armando Castorena

24216 North 58th Lane

Glendale, AZ 85310



Dear Armando:


This will serve to confirm our recent discussions regarding our offer to you to join Gardner
Denver, Inc. as Vice President, Human Resources and an officer of the Company. Specifically, please
note the following:




	1.	 	Salary. Your annual salary will be $260,000.
	 
	2.	 	Annual Cash Bonus Plan. You will be eligible to participate in the Gardner Denver
executive annual cash bonus plan. The specifics of the Gardner Denver cash bonus plans (annual and
long-term) 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 2009
bonus will be determined by the Compensation Committee at its February 2009 meeting and bonuses
will be awarded in February 2010 based on the level of achievement.
	 
	 	 	For 2008, your target annual bonus level will be $110,000, subject to the achievement of applicable
bonus metrics. For 2009, your target annual bonus level will be 45% of salary (with a maximum
payout of 90% of salary).
	 
	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. For the 2008 plan, your target long-term bonus
opportunity will be 80% of base salary (with a maximum payout of 160% of base salary). Your
participation in the long-term bonus plan will be transitioned as follows:
0% under the 2006 plan that is payable in 2009; 33% of the 2007 plan payable in 2010 and
67% of the 2008 plan payable in 2011. You would then be eligible for full participation in the 2009
and subsequent year plans.
	 
	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,
which has historically occurred in February. The Company’s stock options are granted with a strike
price equal to the market close price on the date of grant, vest over three (3) years 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.




 









 











Mr. Armando Castorena

August 1, 2008

Page 2





	 	 	In order to bridge your transition from your current employer to Gardner Denver, you will also
receive a special one-time award of restricted stock units valued at $400,000 based on the market
close price on the date of hire and 2,500 stock options with a strike price of the market close
price on the date of hire. The special one-time grant of restricted stock units and stock options
will have the same vesting and forfeiture requirements as our annual grants.
	 
	5.	 	Executive Agreements. 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 equal to the pro-rata bonus amount for the year of termination;
	 
	 	•	 	a separate cash payment of two (2) times: (a) your annual base salary and (b) the highest annual
bonus during the three (3) preceding years; and
	 
	 	•	 	continued medical, dental and life insurance benefits for two (2) years.






	 	 	In the event of a qualifying termination of your employment occurring within one (1) year of your
start date with the Company, your “highest annual bonus” for purposes of the above benefits will be
deemed to be equal to 45% of your annual base salary.
	 
	 	 	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.
	 
	6.	 	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. 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 (2008 — $103,000) base plus 8% of compensation (defined as
total cash) that exceeds the Social Security wage base up to the IRS limit (2008 — $230,000). 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.






 












 






Mr. Armando Castorena

August 1, 2008

Page 3





	 	 	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 with a similar level of
benefits as the Retirement Savings Plan for amounts you earn(earnings defined as total cash) in
excess of the IRS limit (2008 – $230,000). 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 (2008 -
$230,000). 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.






	7.	 	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%.
	 
	8.	 	Health and Medical Insurance Coverage. You will also be eligible for other benefit coverages,
including medical, dental, life insurance and disability. A brief summary of these benefit programs
is attached for your reference.
	 
	9.	 	Relocation. You will also be eligible for our full relocation program. A copy of the complete
program and a summary of the principle elements of this program are attached for your reference. 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 (f/k/a Cendant) 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.
	 
	10.	 	Reimbursement of Loss on Sale of Residence. In addition to our full relocation program, you
will also be eligible for reimbursement on the loss sustained on the sale of your residence. The
loss will be calculated as the difference between the original purchase price minus the average of
the two appraisals that previously have been provided to me. The Company will compensate you for
100% of your loss up to $150,000 and 50% of your loss for any amount above $150,000. This benefit
will be contingent upon your signing a Continuation of Employment 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 liable for the full loss on the sale of residence reimbursement.
	 
	11.	 	Vacation. You will be eligible for four (4) weeks of vacation per year.
	 
	12.	 	Other Benefits. As an executive of Gardner Denver, you will also be entitled to receive the
following benefits: (a) annual tax planning and preparation services; (b) estate planning services
(every five (5) years); (c) executive retirement planning in connection with your retirement from
Gardner Denver; (d) annual executive physical; and (e) executive long-term disability insurance.














 











Mr. Armando Castorena

August 1, 2008

Page 4



Armando, we are excited by the prospect of your acceptance of our 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. We look forward to hearing back from you in
the near future. Please acknowledge your acceptance of this offer by signing and dating this letter
on the space provided below and faxing it back to Joan Leindecker at 217-228-8260.



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




ACCEPTED AND AGREED:



/s/ Armando Castorena 

Armando Castorena




Date: August 8, 2008