exv10w26





Exhibit 10.26



Lawrence D. Kingsley

Chairman and Chief Executive Officer









IDEX Corporation

630 Dundee Road

Suite 400

Northbrook, IL 60062-2745

www.idexcorp.com




PERSONAL AND CONFIDENTIAL




June 6, 2008




Mr. Harold Morgan

10 Wescott Drive

South Barrington, IL 60010




Dear Harold:




     We are pleased to offer you the position of Vice President, Human Resources for IDEX
Corporation, based in Northbrook, Illinois, and reporting directly to me. In this
position, you will be a Corporate Officer for IDEX. The following terms apply to this
offer:




	 	•	 	Your annual base salary will be $280,000, payable on a biweekly basis at the
rate of $10,769.23 per pay period. You will be eligible for a review of your
salary with consideration for an increase in January 2009. While we hope that we
have a long and mutually beneficial relationship, your employment is considered “at
will” and will not be for any fixed term or definite period and may be terminated by
you or IDEX at any time.
	 
	 	•	 	You will be eligible for participation in our Management Incentive
Compensation Plan (MICP), which provides an annual incentive earnings opportunity
based on business unit and personal performance. You will be placed in Salary Grade
24, which means your target level of incentive compensation will be 57% of your
annual base pay in effect at the beginning of the plan year. The actual pay-out
under the plan could be more or less than the target level and will depend on IDEX’s
performance and your performance. For the 2008 MICP plan year only, you will be
eligible for a prorated award based on the portion of the year you are employed by
IDEX.
	 
	 	•	 	You will be eligible for a full range of benefits including: the IDEX
Defined Contribution Retirement Plan, the IDEX 401(k) Savings Plan, medical and
dental coverage, short-term and long-term disability coverage, and life insurance.
Summaries of these benefit plans are enclosed. You will also participate in the
IDEX Supplemental Executive Retirement Plan which provides for the restoration of
retirement and 401(k) benefits beyond the qualified plan limitations set by the IRS
 — this plan is paid by the Company.
	 
	 	•	 	You are eligible for a car allowance of $1,400 per month, plus
reimbursement of gas. This car allowance will be paid to you on a biweekly basis
via payroll and is subject to appropriate tax withholding.







 









 








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	 	•	 	You will be eligible to participate in the IDEX Deferred Compensation Plan
which provides you the option to defer income and receive subsequent earnings on
that income until retirement.
	 
	 	•	 	Subject to approval from our Board of Directors, you will be eligible for
equity grants in the form of a combination of stock options and restricted shares
under the IDEX Incentive Award Plan at our annual grant in April. These annual
awards are currently targeted to have a value of 75% of base salary. This plan is
designed to provide an incentive and reward to key employees who are in a position
to make substantial contributions to the success of the company.
	 
	 	 	 	The initial price at which these awards are granted will be the closing price of IDEX
common stock on the grant date. When granted, we will provide you with a grant
agreement, and ask that you sign the agreement and complete a beneficiary designation
form.
	 
	 	 	 	Upon hire you will be granted a stock option award of 15,000 options. These options
will vest ratably at 25% each year as of the anniversary of the grant. The option
price will be the closing price of IDEX common stock on the grant date. Also, upon
hire, you will be granted 4,000 restricted shares of IDEX common stock that will
cliff (100%) vest on the third anniversary of the grant. Unvested restricted stock is
eligible to receive dividend payments.
	 
	 	•	 	As discussed with you, we expect that IDEX will continue to grow and prosper as an
independent publicly-owned company. However, in the event of a “Change in Control,” as
defined in the Amended and Restated IDEX Corporation Supplemental Executive Retirement
Plan, that results in your termination from service within 24 months of the Change of
Control, the Company would be obligated to pay your base salary at the rate then in effect
and your then current target MICP bonus for a minimum of 24 months following the date of
termination. This payment would not be applicable in the event of your resignation.
	 
	 	•	 	Also, if in the future, your employment with IDEX Corporation is terminated
without cause (“cause” defined as willful misconduct or fraudulent behavior), IDEX
will pay you up to 12 months’ salary at the then current monthly base rate during
your period of unemployment in exchange for a signed release. Such benefit will
not be applicable if you resign voluntarily.
	 
	 	•	 	We anticipate your start date will be as soon practical.





     This offer of employment is subject to your satisfactory completion of a drug and alcohol
abuse screening test, to be scheduled at a qualified laboratory, and a background screening.



     At IDEX, we have a strong standard of conduct and ethics policy, a copy of which is enclosed.
Please sign and return the acknowledgement form. Immediately upon accepting employment, you will
be required to go through on-line training on this policy and to abide by the policy.



 









 





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     The company does require that all new salaried employees agree to and sign an Employee
Confidentiality Information, Work Product, Non-Disclosure and Non-Solicitation Agreement. Two
copies are enclosed. Please sign and return one copy and retain the second copy for your records.



     Two copies of this offer letter are enclosed. Please indicate your acceptance of this offer
by signing on the line provided below and return a signed copy to me.



     Harold, we have discussed the importance of this position to IDEX and the strategic challenges
that we face. We are confident that your leadership skills and experience will make a significant
contribution to the success of IDEX and that this position will be a positive professional step
toward your career goals.



	 	 	 	 	 
	 	Sincerely,






Lawrence D. Kingsley

President and Chief Executive Officer

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	
 

Acceptance of Employment Offer

	 	6/18/08
 

Date
	 	 
	Harold Morgan
	 	 	 	 






LDK/jlk




Enclosures:





	•	 	Employee Confidentiality Information, Work Product, Non-Disclosure and Non-Solicitation Agreement — Exhibit A
	 
	•	 	Code of Business Conduct and Ethics Policy
	 
	•	 	Code of Business Conduct and Ethics Policy Acknowledgement
	 
	•	 	2008 Benefit Highlights Brochure
	 
	•	 	Drug and Alcohol Abuse-Screening Test Locations
	 
	•	 	Background Investigation Authorization Form