exv10w2






Exhibit 10.2




IDEX CORPORATION

NORTHBROOK, ILLINOIS




REVISED AND RESTATED

IDEX MANAGEMENT INCENTIVE COMPENSATION PLAN

FOR KEY EMPLOYEES

EFFECTIVE JANUARY 1, 2010




	1.	 	The purpose of this Plan is to provide incentive and reward to “key employees” who contribute
to the profits of the enterprise by their invention, ability, industry, loyalty or exceptional
service, through making them participants in that success. The primary objectives of the Plan
are to:






	 	•	 	Effectively incent desired organizational performance levels by focusing on a few
quantitative and qualitative indicators that drive overall company performance.
	 
	 	•	 	Ensure accountability, support, and accomplishment of corporate-wide initiatives.
	 
	 	•	 	Provide leverage for support of multi-business unit activities to take advantage of
synergies across units and within newly-formed groups.
	 
	 	•	 	Enhance the reward and retention of top performers.






	 	 	As herein used, the word “key employees” shall be understood to include the Corporation’s
officers, key executive office managerial employees, business unit presidents, and other
executives employed in the business units and subsidiaries (operating units) of the Corporation
generally reporting to an operating unit president, or other key managerial or professional
employees engaged in capacities of special responsibility and trust in the development, conduct,
or management of the operating unit who may from time to time in the manner herein set forth be
deemed and determined by the Chief Executive Officer of the Corporation to be “key employees”
for a particular award year.
	 
	2.	 	Full power and authority to construe, interpret and administer this Plan shall be vested in
the Compensation Committee of the Board of Directors of the Corporation. However, the
day-to-day administration of the Plan shall be the responsibility of the senior management of
the Corporation, and the Compensation Committee of the Board of Directors shall rely on the
senior management for recommendations for awards and interpretation, when necessary. Decisions
of the Compensation Committee of the Board of Directors shall be final, conclusive, and
binding upon all parties, including the Corporation, the stockholders, and the employees.
	 
	3.	 	An employee shall be eligible for consideration for extra compensation if he or she is an
employee of the Corporation or a subsidiary and remains an employee as of the last day of the
fiscal year. No employee whose compensation, under a contract of employment or otherwise, is
determined in whole or in part on a commission basis, and no person who is compensated on the
basis of a fee or retainer, as distinguished from salary, shall be eligible for extra
compensation for the period during which his or her compensation is so determined.
	 
	4.	 	Subject to the provisions of this Plan, the Compensation Committee of the Board of Directors
shall have full discretion in making extra compensation awards.




 









 








	5.	 	Extra compensation awards with respect to any fiscal year (the “award year”) shall be made as
soon as feasible after the close of such fiscal year. Awards shall be made and the
beneficiaries shall be notified thereof and paid therefore promptly, and in any event, between
January 1 and March 15 of the year following the award year.
	 
	6.	 	This document describes the process that will be used to determine extra compensation awards
for each Plan participant.
	 
	7.	 	The amount awarded to a “key employee” under the Plan shall be determined in accordance with
the following Plan description.






	 	A.	 	MICP PLAN FACTORS
	 
	 	 	 	The Plan will use the following factors to determine individual extra compensation payments:






	 	•	 	The Plan participant’s Annual Base Salary as of January 1 of the respective MICP
award year.
	 
	 	•	 	Individual Target Bonus Percentage, based on the position content of the
participant’s current job. Target Bonus Percentages range from 10% to 85% based on the
salary grade assigned.
	 
	 	•	 	Corporate and Business unit performance against Quantitative Performance Objectives,
representing 65% of Target Bonus Percentage.
	 
	 	•	 	Performance against less than five internally-assessed qualitative or quantitative
measures, representing 35% of the Target Bonus Percentage.
	 
	 	•	 	An individual Personal Performance Multiplier, ranging from 0.00 to 1.30; the
purpose of this individual multiplier is to identify and appropriately award top
performers and below average performers.
	 
	 	•	 	The Compensation Committee may establish minimum standards for award payouts under
the MICP.






	 	B.	 	QUANTITATIVE PERFORMANCE OBJECTIVES
	 
	 	 	 	Corporate and business unit accomplishments will be measured against any one or more of the
following Quantitative Performance Objectives representing 65% of the Target Bonus Percentage
in total:






	 	•	 	margin growth,
	 
	 	•	 	net earnings (either before or after interest, taxes, depreciation, amortization
and non-recurring items),
	 
	 	•	 	economic value-added (as determined by the Compensation Committee),
	 
	 	•	 	sales or revenue, net income (either before or after taxes),
	 
	 	•	 	operating earnings,
	 
	 	•	 	cash flow (including, but not limited to, operating cash flow and free cash
flow),
	 
	 	•	 	return on capital,
	 
	 	•	 	return on assets (net or gross),
	 
	 	•	 	return on stockholders’ equity,
	 
	 	•	 	stockholder returns,
	 
	 	•	 	return on sales,
	 
	 	•	 	gross or net profit margin,
	 
	 	•	 	productivity,
	 
	 	•	 	expense margins,




 









 






	 	•	 	operating efficiency,
	 
	 	•	 	customer satisfaction,
	 
	 	•	 	working capital,
	 
	 	•	 	earnings per share (exclusive of restructuring charges),
	 
	 	•	 	price per share,
	 
	 	•	 	new product development, and
	 
	 	•	 	market share.






	 	 	 	Target, Minimum, and Maximum performance objectives will normally be established for each
Quantitative Performance Objective selected following the Board of Directors’ review of the
IDEX business plan at the first Board meeting of the year and by March 31 each year.
Objectives will usually be established on a business unit basis. In some instances where
individual locations within business units operate on a more independent basis from the
respective units, all or some objectives may be established on a location basis. In addition,
objectives may be established on operating group and corporate-wide basis to determine
accomplishments and bonus earned for group executives and executive office staff,
respectively.
	 
	 	 	 	Objectives established will reflect unit business plans, economic and market conditions, and
reasonable expectations of accomplishment. Bonus earned at target performance in each
Quantitative Performance Objective will be individually weighted as a specified percent of
the individual target bonus percentage as set by the Compensation Committee each award year
in its discretion.
	 
	 	 	 	For performance in between Minimum and Target and between Target and Maximum, the
Compensation Committee will interpolate the appropriate bonus percentage earned. Results will
be stated on a constant exchange rate assumption so that results of international locations
will be included and considered on a currency neutral basis.
	 
	 	 	 	In the event an acquired company is added to a business unit during the year, appropriate
adjustments will be made to the targets to reflect the acquisition. The decisions of
Corporate management as to the amount of such adjustments shall be binding and final.
	 
	 	C.	 	QUALITATIVE/QUANTITATIVE OBJECTIVES
	 
	 	 	 	Accomplishments will also be measured against less than five objectives anchored by
specific criteria at benchmark levels of performance. This component is weighted 35% of the
individual target bonus percentage and can range from 0% to 70%, depending on total
achievement against established criteria. Selected objectives must have a business focus,
not an individual development focus. They will be selected as areas of focus to a specific
business unit for the fiscal year. They may not be duplicative of the key quantitative
measures in section B.
	 
	 	 	 	The qualitative/quantitative measures may be selected from the list below or may be
other measures as appropriate as key areas of focus for the fiscal year. Measures may
include:






	 	•	 	New Sales Dollars — Sales from new products introduced or new market applications
developed and served in the last two years.
	 
	 	•	 	Gross Margin Dollars — Incremental gross margin dollars created from those new
products or markets.
	 
	 	•	 	Qualitative Evaluation — A council, consisting of the Chief Executive Officer and
Group executives, will review each business unit’s innovation accomplishments based on
secondary criteria including the number of




 









 







	 	 	 	product/market ideas executed, an indicator
of customer satisfaction with new products or applications, whether the innovation
obsoletes or replaces an existing product, and the extent it better rationalizes the
overall product offering.
	 
	 	•	 	Qualitative Measurement Factors, such as:
	 
	 	 	 	DEMONSTRATED LEADERSHIP — (BUSINESS UNIT MANAGEMENT TEAM)






	 	•	 	Energy
	 
	 	•	 	Energize
	 
	 	•	 	Edge
	 
	 	•	 	Execution






	 	 	 	KEY PROCESS MANAGEMENT — (BUSINESS UNIT — WIDE)






	 	•	 	Process Orientation and Data Driven
	 
	 	•	 	Sourcing Cost Reduction
	 
	 	•	 	New Product Development Strategy
	 
	 	•	 	New Product Development Pace
	 
	 	•	 	Commercial Excellence






	 	 	 	STAKEHOLDER INTERESTS — (BUSINESS UNIT — WIDE)






	 	•	 	People Development
	 
	 	•	 	Integration Effectiveness
	 
	 	•	 	Customer Attention






	 	 	 	Each criterion will be evaluated on a scale as compared to the criteria definition on the
Qualitative Factors worksheet and a total Bonus percentage computed.






	 	D.	 	PERSONAL PERFORMANCE MULTIPLIER
	 
	 	 	 	A Personal Performance Multiplier will be determined each year for each MICP participant. The
Personal Performance Multiplier and its distribution among MICP participants will be as
follows:





	 	 	 
	Personal Performance Multiplier	 	Distribution Among MICP Participants
	1.30

	 	Top 15% of participants
	1.15

	 	Next 10%
	1.0

	 	Middle 65%
	0.75 or 0.00

	 	Bottom 10%







	 	 	 	The Personal Performance Multiplier determination will reflect individual performance in
the participant’s job and unit during the award year, as well as active support of and
contribution to the success of corporate initiatives and achieving inter-unit synergies.
Business unit presidents will make recommendations for Personal Performance Multiplier
ratings within their units. Recommendations for Personal Performance Multipliers for each
business
unit Plan participant will be submitted by the business unit president to the respective
group executive by November 15 of each award year.




 









 






	 	 	 	Group executives will be responsible for managing the distribution of ratings according to
the specified distribution above within the participants from their respective groups,
subject to the final review by the Chief Executive Officer of the corporation. In the “Bottom
10%” category, there is no required distribution between assigned ‘0.75’ and ‘0.00’
multipliers; either multiplier may be assigned based on the participant’s performance.
	 
	 	 	 	The Chief Executive Officer will be responsible for managing the distribution of ratings
within the group of officers, business unit presidents, and executive office participants.
	 
	 	E.	 	TOTAL BONUS CALCULATION
	 
	 	 	 	The Total Bonus Calculation for each individual participant will be determined as follows:
	 
	 	 	 	THE SUM OF
	 
	 	 	 	Bonus percentages earned on each of the Quantitative Performance Objectives
	 
	 	 	 	PLUS
	 
	 	 	 	Bonus percentage earned on the Qualitative/Quantitative Performance Objectives
	 
	 	 	 	TIMES
	 
	 	 	 	Individual Target Bonus Percentage
	 
	 	 	 	TIMES
	 
	 	 	 	Annual Base Salary as of January 1 of award year
	 
	 	 	 	The maximum bonus opportunity can be achieved when all quantitative and qualitative
objectives meet the maximum performance levels (200% of target) and the highest Personal
Performance Multiplier of 1.30 is awarded.
	 
	 	 	 	Where a participant has had a salary increase during the year, the bonus will be prorated to
reflect the change. However, any changes to base salary within the first quarter of the
performance cycle will be considered the base salary for incentive calculation purposes. In
addition, where a participant has moved into another position with a different Individual
Target Bonus Percentage or transferred to a different business unit, the bonus calculation
will be prorated to reflect the different Individual Target Bonus Percentages and the
different unit objectives measurement respectively.
	 
	 	F.	 	SPECIAL ADJUSTMENTS
	 
	 	 	 	In unusual circumstances, awards to specific individuals or units may be adjusted positively
or negatively to reflect performance, which significantly affected the operating results of
the unit or company. Such adjustments will be recommended by the Chief Executive Officer of
the Corporation
and approved by the Compensation Committee of the Board of Directors. However, these
adjustments will be made infrequently and on the basis of unusual positive or negative
performance.




 









 












	8.	 	While the Plan provides that participants must be an employee at the end of the year in
order to be eligible for payments under the Plan, exceptions will be made in the case of
death, total and permanent disability, or retirement at or after normal or early retirement.
“Normal retirement” means termination of service on or after attaining at least five (5)
years of service and an age of 65; “early retirement” means attaining at least 10 years of
service and an age of at least 55. In such cases, the participant will receive an extra
compensation payment for the prorated portion of the year (measured to the nearest full
month) he or she was employed by the Corporation. The prorated payment will be based on
actual quantitative performance through the end of the award year in which death, disability,
or retirement occurs and a Target Personal Performance Multiplier of 1.00. The prorated extra
compensation payment shall be paid along with bonus payments to other Plan participants
following the end of the award year. A participant who leaves the employ of the Corporation
prior to the end of the calendar year for any reason other than death, disability, or
retirement, as specified above, shall not be entitled to any payment under this Plan.
	 
	9.	 	If a beneficiary dies, his or her unpaid extra compensation awards, if any, shall be paid
and delivered in accordance with the terms specified in applicable beneficiary or trust
arrangements, if any, to his or her legal representatives or to the persons entitled thereto
as determined by a court of competent jurisdiction. Such unpaid extra compensation awards, if
any, may be paid out as determined by the Corporation in its discretion subject to the
approval of the Compensation Committee of the Board of Directors.
	 
	10.	 	This Plan was effective as of January 22, 1988, and was amended and restated as of January
1, 1996, January 1, 1999, January 1, 2001, January 1, 2003, January 1, 2005, January 1, 2008
and January 2, 1010. While, as in the past, it is contemplated that extra compensation will
be awarded annually, the Compensation Committee of the Board of Directors shall have the
right to modify, suspend, or terminate this Plan at any time.