EXECUTIVE
EMPLOYMENT AGREEMENT

    


    THIS  EXECUTIVE
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as
of September 21, 2010, by and between Colfax Corporation, a Delaware
corporation (the “Company”), and C. Scott
Brannan (the “Executive”).

     

    1.           Positions, Duties and
Term.  The Company hereby employs the Executive as its Senior
Vice President, Finance and Chief Financial Officer and the Executive hereby
accepts such employment, on the terms and conditions set forth
below.

     

    1.1         Term.  The
Executive’s employment hereunder shall be for a term commencing as of October
18, 2010, (the “Effective
Date”) and ending as of the earliest of (i) December 31, 2012 or such
later date to which the term of this Agreement may be extended pursuant to
Subsection (a), (ii) the date that the Executive’s employment terminates
pursuant to Subsections (c) or (d), below, or (iii) the date of the Executive’s
death.

     

    (a)  Extension of
Term.  Unless the Executive’s employment with the Company
terminates earlier in accordance with Subsections (c) or (d), the parties
pursuant to Subsection (b) elect not to extend the term, the term of this
Agreement automatically shall be extended as of December 31, 2012 and
each December 31st thereafter, such that on each such date the term of
employment under this Agreement shall be for a one-year period.  In
addition, if a Change in Control shall occur during the term of the Executive’s
employment under this Agreement, this Agreement shall not expire prior to the
second anniversary of the date of consummation of the Change in Control, and the
term of this Agreement shall automatically be extended to the second
anniversary, as necessary, to give effect to this provision as of such
consummation date.

     

    (b)  Election Not to Extend
Term.  The Executive or the Board of Directors of the Company
(the “Board”), by
written notice delivered to the other, may at any time elect to terminate the
automatic extension provision of Subsection (a).  Any such election
may be made at any time until the ninety (90) days prior to the anniversary of
the Effective Date as of which the term would otherwise be extended for an
additional one year.  Furthermore, the parties agree that expiration
of this Agreement in accordance with the term end-date dictated by this
Subsection (b) shall not in any event constitute termination by the Executive
for Good Reason or by the Company without Cause under this
Agreement.

     

    (c)  Early
Termination.  The Company may terminate the Executive’s
employment with or without Cause or on account of Disability, with written
notice delivered to the Executive from Board.  In the case of a
termination by the Company for Cause, the Executive’s termination shall be
effective immediately upon giving notice.  In the case of a
termination without Cause or on account of Disability, the termination shall be
effective as stated in such notice, but not earlier than 60 days following the
date of the notice.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (d)  Early
Resignation.  The Executive may resign from the Company for any
reason, including Good Reason.  Executive may effect a Good Reason
termination by providing at least 30 days’ written notice to the Board of the
applicable Good Reason criteria and his termination effective date; provided
that the notice must be given within 90 days of the occurrence of the condition
that is the basis for such Good Reason; and further provided that if the basis
for such Good Reason is correctible and the Company corrects the basis for such
Good Reason within 30 days after receipt of such notice, the Good Reason defect
shall be cured and Executive shall not then have the right to terminate his
employment for Good Reason with respect to the occurrence addressed in the
written notice.  In the case of a resignation other than for Good
Reason, the termination shall be effective as stated in the notice, but not
earlier than 60 days following the date of the notice.

     

    (e)  Termination and Offices
Held.  At the time Executive ceases to be an employee of the
Company, the Executive agrees that he shall resign from any office he holds with
the Company and its subsidiaries and any affiliate, including any boards of
directors.

     

    1.2          Duties.  The
Executive shall faithfully perform for the Company the duties incident to the
office of Senior Vice President, Finance and Chief Financial Officer and shall
perform such other duties of an executive, managerial or administrative nature
as shall be specified and designated from time to time by the
Board.  The Executive shall devote substantially all of the
Executive’s business time and effort to the performance of the Executive’s
duties hereunder, provided that in no event shall this sentence prohibit the
Executive from performing personal and charitable activities and any other
activities approved by the Board, so long as such activities do not materially
interfere with the Executive’s duties for the Company or create a conflict of
interest or the appearance of a conflict of interest.

     

    2.           Compensation.

     

    2.1          Salary.  During
the term of his employment under this Agreement, the Company shall pay the
Executive a base salary at an annual rate of $350,000 (the “Base Salary”).  The
Base Salary shall be reviewed no less frequently than annually and may be
increased at the discretion of the Board or the Compensation Committee of the
Board (the “Committee”),
as applicable.  Except as otherwise agreed in writing by the
Executive, the Base Salary shall not be reduced from the amount previously in
effect.  The Base Salary shall be payable in equal biweekly
installments or in such other installments as shall be consistent with the
Company’s payroll procedures.

     

    2.2          Annual Cash
Incentive.  During the term of employment under this Agreement,
the Executive shall be eligible to receive an annual cash bonus based on
performance objectives established by the Committee each year (the “Annual Cash
Incentive”).  The Executive’s target Annual Cash Incentive
amount will be the percentage of Base Salary designated as the target by the
Committee, which amount shall be at least 50% of the Base Salary then in effect
for each applicable year.  Notwithstanding the
preceding,  Executive’s Annual Cash Incentive, if any, may be below
(including zero), at, or above the target based upon the achievement of the
performance objectives.

     

    2.3           Benefits.  During
the term of his employment under this Agreement, the Executive shall be
permitted to participate in any group life, hospitalization or disability
insurance plans, health programs, pension and profit sharing plans, long-term
incentive plans and similar benefits that may be available to other senior
executives of the Company generally, on the same terms as may be applicable to
such other executives, in each case to the extent that the Executive is eligible
under the terms of such plans or programs.

     

    
      
         


      

      
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    2.4           Vacation.  During
the term of his employment under this agreement, the Executive shall be entitled
to vacation of twenty (20) working days per year.

     

    2.5           Expenses.  The
Company shall pay or reimburse the Executive for all ordinary and reasonable
out-of-pocket expenses actually incurred (and, in the case of reimbursement,
paid) by the Executive during the term the Executive’s employment under this
Agreement, provided that the Executive submits such expenses in accordance with
the policies applicable to senior executives of the Company
generally.

     

    3.           Terminations Other than
Without Cause or for Good Reason.  In the event of the
Executive’s resignation other than for Good Reason, his termination of
employment with the Company on account of death or Disability, or his
termination by the Company for Cause, all obligations of the Company under
Sections 1 and 2 will immediately cease.  In connection with this
resignation or termination, the Company will pay the Executive (or, in the case
of the Executive’s death, Executive’s beneficiary or, if none has been
designated in accordance with Section 6.3, Executive’s estate), the amount of
the Executive’s Compensation Accrued at Termination, and the Executive’s rights,
if any, under any Company benefit plan or program shall be governed by such plan
or program.

     

    4.           Terminations Without Cause
or for Good Reason.  If during the term of his employment under
this Agreement, Executive is terminated by the Company without Cause (and not on
account of Disability) or resigns from the Company for Good Reason, all
obligations of the Company under Sections 1 and 2 will immediately
cease.  In connection with this resignation or termination, the
Company will pay the Executive (or, in the case of the  Executive’s
death, Executive’s beneficiary or, if none has been designated in accordance
with Section 8.3, Executive’s estate), the amount of the Executive’s
Compensation Accrued at Termination, and the Executive’s rights, if any, under
any Company benefit plan or program shall be governed by such plan or
program.  In addition, in connection with a resignation or termination
described in this Section 4, and subject to the requirements of Section 4.3, the
Executive shall be entitled to the benefits described in Section 4.1 and, if
applicable, Section 4.2, and, except to the extent provided under Section 10.7,
the payments shall be made, and the benefits shall be provided, upon employment
termination or as soon as reasonably practicable thereafter.

     

    4.1         Severance and Pro-Rata
Bonus.  The benefit under this Section 4.1 shall consist of the
following:

     

    
      	
               
      

            	
              (i)

            	
              A
      single sum severance payment in cash equal to the sum of: (x) one (1)
      times the Executive’s Base Salary plus (y) one (1) times the Executive’s
      target Annual Cash Incentive in effect for the year; provided, however,
      that the Annual Cash Incentive component shall instead be the average of
      the two highest actual Annual Cash Incentive payments made in the three
      most recent performance periods, if this amount is greater and the
      Executive has received two such payments; and provided, further, that the
      multiplier under the provisions of (x) and (y) shall be “two (2) times” in
      the event the applicable termination of employment occurs within 3 months
      prior to a Change in Control Event or two (2) years after a Change in
      Control; and

            


    


    
      
         


      

      
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              (ii)

            	
              In
      lieu of any annual cash incentive under Section 2.2 for the year in which
      Executive’s employment terminates, a single sum cash payment equal to the
      amount, if any, of the Partial Year Bonus (as defined in Section 10.7);
      provided, however, that, other than in connection with a Change in Control
      Event, no Partial Year Bonus shall be paid unless the performance goals
      for the applicable year are
achieved.

            


    

     

    4.2         Change in Control
Termination Accelerated Vesting.  If the resignation or
termination under this Section 4 shall occur within 3 months prior to a Change
in Control Event or two (2) years after a Change in Control, the following
provisions shall apply:

     

    
      	
               
      

            	
              (i)

            	
              All
      equity or equity based awards held by Executive at termination of
      employment, including but not limited to, stock options, restricted stock
      and restricted stock units, and which time-vest based on service shall
      become vested and non-forfeitable, and all other terms of such awards
      shall be governed by the plans and programs and the agreements and other
      documents pursuant to which such options were granted;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      performance objectives upon which the earning of performance-based
      restricted stock, restricted stock units, and other equity or equity-based
      awards and other long-term incentive awards (including cash awards,) is
      conditioned shall be deemed to have been met at the greater of (A) target
      level at the date of termination, or (B) actual performance at the date of
      termination, and such amounts shall become fully vested and
      non-forfeitable as a result of termination of employment at the date of
      such termination, and, in other respects, such awards shall be governed by
      the plans and programs and the agreements and other documents pursuant to
      which such awards were granted.

            


    

     

    4.3         Waiver and Release
Agreement. The Executive agrees to execute at the time of Executive’s
termination of employment a Waiver and Release Agreement in a form provided to
the Executive by the Company (the “Waiver and Release
Agreement”), within three (3) days of termination,
consistent  with the form attached hereto as Exhibit A, the terms
and conditions of which are specifically incorporated herein by reference. The execution and
delivery of the Waiver and Release Agreement shall be made within [45] days of
delivery to the Executive of the Waiver and Release Agreement and the Company
shall make payment of all lump sums due within ten (10) days after the Waiver
and Release Agreement is no longer revocable by Executive.  If the
Waiver and Release Agreement is not executed with in the [45] day period
post-delivery, the Executive will forfeit all severance payments to be provided
pursuant to Section 4.1.

     

    
      
         


      

      
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    5.           Golden Parachute Excise Tax
Provisions.  In the
event it is determined that any payment or benefit
(within the meaning of Section 280G(B)(2) of the Internal Revenue Code of 1986,
as amended (the “Code”)), to the Executive or
for his or her benefit paid or payable or distributed to or distributable
pursuant to the terms of this Agreement or otherwise in connection with, or
arising out of, his or her employment (“Payments”), would be subject
to the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”), then the total Payments shall be reduced to the extent
the payment of such amounts would cause the Executive’s total termination
benefits to constitute an “excess” parachute payment under Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”) and by reason of such excess parachute payment the
Executive would be subject to an excise tax under Section 4999(a) of the Code,
but only if the Executive (or the Executive’s tax advisor) determines that the
after-tax value of the termination benefits calculated with the foregoing
restriction exceed those calculated without the foregoing
restriction.  In that event, then the Executive shall designate
those rights, payments, or benefits under this Agreement, any other agreements,
and any benefit arrangements that should be reduced or eliminated so as to avoid
having the payment or benefit to the Executive under this Agreement be deemed to
be a parachute payment; provided, however, that in order to comply with Section
409A, the reduction or elimination will be performed in the order in which each
dollar of value subject to a right, payment of benefit reduces the parachute
payment to the greatest extent.  Except
as otherwise expressly provided herein, all determinations under this
Section 5 shall be made at the expense of the Company by a nationally recognized
public accounting or consulting firm selected by the Company and subject to the
approval of Executive, which approval shall not be unreasonably
withheld.  Such determination shall be binding upon Executive and the
Company.

     

    5.1           Company
Withholding.  Notwithstanding anything contained in this
Agreement to the contrary, in the event that, according to the Determination, an
Excise Tax will be imposed on any Payment or Payments, the Company shall pay to
the applicable government taxing authorities as Excise Tax withholding, the
amount of the Excise Tax that the Company has actually withheld from the Payment
or Payments.

     

    6.           Confidentiality;
Non-Competition and Non-Disclosure; Executive Cooperation;
Non-Disparagement.

     

    6.1           Confidential
Information.  The Executive acknowledges that, during the
course of his employment with the Company, the Executive may receive special
training and/or may be given access to or may become acquainted with
Confidential Information (as hereinafter defined) of the Company.  As
used in this Section 6.1, “Confidential Information” of
the Company means all trade practices, business plans, price lists, supplier
lists, customer lists, marketing plans, financial information, software and all
other compilations of information which relate to the business of the Company,
or to any of its subsidiaries, and which have not been disclosed by the Company
to the public, or which are not otherwise generally available to the
public.

     

    
      
         


      

      
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    The
Executive acknowledges that the Confidential Information of the Company, as such
may exist from time to time, are valuable, confidential, special and unique
assets of the Company and its subsidiaries, expensive to produce and maintain
and essential for the profitable operation of their respective
businesses.  The Executive agrees that, during the course of his
employment with the Company, or at any time thereafter, he shall not, directly
or indirectly, communicate, disclose or divulge to any Person (as such term is
hereinafter defined), or use for his benefit or the benefit of any Person, in
any manner, any Confidential Information of the Company or its subsidiaries
acquired during his employment with the Company or any other confidential
information concerning the conduct and details of the businesses of the Company
and its subsidiaries, except as required in the course of his employment with
the Company or as otherwise may be required by law.  For purposes if
this Agreement, “Person”
shall mean any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company or other entity or any
government, governmental agency or political subdivision.

     

    All
documents relating to the businesses of the Company and its affiliates
including, without limitation, Confidential Information of the Company, whether
prepared by the Executive or otherwise coming into the Executive's possession,
are the exclusive property of the Company and such respective subsidiaries, and
must not be removed from the premises of the Company, except as required in the
course of the Executive's employment with the Company.  The Executive
shall return all such documents (including any copies thereof) to the Company
when the Executive ceases to be employed by the Company or upon the earlier
request of the Company or the Board.

     

    6.2           Noncompetition.  During
the term of this Agreement (including any extensions thereof) and for a period
of one year following the termination of the Executive's employment under this
Agreement for any reason, the Executive shall not, except with the Company's
express prior written consent, for the benefit of any entity or person
(including the Executive) compete with the Business (as hereinafter defined)
within the Territory.  For purposes of this Agreement, “Business” shall mean a company
involved in the manufacture and sale of pumps, valves or fluid handling systems
of the kind that are produced by the Company or that are competitive with the
pumps, valves or fluid handling systems that are produced by the
Company.  For purposes of this Agreement, “Territory” shall mean those
locations in the United States of America in which the Company is operating and
those locations abroad in which the Company has significant operations,
including, but not limited to, Germany, China and India.

     

    6.3           Non-Solicitation.  During the term of this Agreement
(including any extension thereof) and for a
period of two (2) years following the termination of the Executive’s termination
under this Agreement for any reason, the Executive shall not, except with the
Company’s express prior written consent, for the
benefit of any entity or person (including the Executive)
solicit, induce or encourage any employee of the Company, or any of its
subsidiaries, to leave the employment of the Company or solicit, induce
or encourage any customer, or client of the Company, or any of its subsidiaries,
to cease or reduce its business with the Company or its
subsidiaries.

     

    
      
         


      

      
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    6.4           Cooperation With Regard to
Litigation.      Executive
agrees to cooperate with the Company, during the term and thereafter (including
following Executive’s termination of employment for any reason), by making
himself available to testify on behalf of the Company or any subsidiary or
affiliate of the Company, in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, and to assist the Company, or any
subsidiary or affiliate of the Company, in any such action, suit, or proceeding,
by providing information and meeting and consulting with the Board or its
representatives or counsel, or representatives or counsel to the Company, or any
subsidiary or affiliate of the Company, as may be reasonably requested and after
taking into account Executive’s post-termination responsibilities and
obligations.  The Company agrees to reimburse Executive, on an
after-tax basis, for all reasonable expenses actually incurred in
connection with his provision of testimony or assistance.

    


    6.5           Non-Disparagement.  Executive
shall not, at any time during the Term and thereafter make statements or
representations, or otherwise communicate, directly or indirectly, in writing,
orally, or otherwise, or take any action which may, directly or indirectly,
disparage or be damaging to the Company, its subsidiaries or affiliates or their
respective officers, directors, employees, advisors, businesses or reputations,
nor shall members of the Board of Directors or Executive’s successor in office
make any such statements or representations regarding
Executive.  Notwithstanding the foregoing, nothing in this Agreement
shall preclude Executive or his successor or members of the Board of Directors
from making truthful statements that are required by applicable law, regulation
or legal process.

     

    6.6           Survival.    The
provisions of this Section 6 shall survive the termination of the Term and any
termination or expiration of this Agreement.

     

    6.7           Remedies.  Executive
agrees that any breach of the terms of this Section 6 would result in
irreparable injury and damage to the Company for which the Company would have no
adequate remedy at law; Executive therefore also agrees that in the event of
said breach or any threat of breach and notwithstanding Section 7 the Company
shall be entitled to an immediate injunction and restraining order from a court
of competent jurisdiction to prevent such breach and/or threatened breach and/or
continued breach by Executive and/or any and all persons and/or entities acting
for and/or with Executive, without having to prove damages.  The
availability of injunctive relief shall be in addition to any other remedies to
which the Company may be entitled at law or in equity, but remedies other than
injunctive relief may only be pursued in an arbitration brought in accordance
with Section 7.  The terms of this paragraph shall not prevent the
Company from pursuing in an arbitration any other available remedies for any
breach or threatened breach of this Section 6, including but not limited to the
recovery of damages from Executive.  Executive hereby further agrees
that, if it is ever determined, in an arbitration brought in accordance with
Section 7, that willful actions by Executive have constituted wrongdoing that
contributed to any material misstatement or omission from any report or
statement filed by the Company with the U.S. Securities and Exchange Commission
or material fraud against the Company, then the Company, or its successor, as
appropriate, may recover all of any award or payment made to Executive, less the
amount of any net tax owed by Executive with respect to such award or payment
over the tax benefit to Executive from the repayment or return of the award or
payment, pursuant to Section 5.1, and Executive agrees to repay and return such
awards and amounts to the Company within 30 calendar days of receiving notice
from the Company that the Board has made the determination referenced above and
accordingly the Company is demanding repayment pursuant to this Section 6.7. The
Company or its successor may, in its sole discretion, affect any such recovery
by (i) obtaining repayment directly from Executive; (ii) setting off the amount
owed to it against any amount or award that would otherwise be payable by the
Company to Executive; or (iii) any combination of (i) and (ii)
above.

     

    
      
         


      

      
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    7.           Governing Law; Disputes;
Arbitration.

     

    7.1           Governing
Law.  This Agreement is governed by and is to be construed,
administered, and enforced in accordance with the laws of the State of Maryland, without regard to
conflicts of law principles.  If under the governing law, any portion
of this Agreement is at any time deemed to be in conflict with any applicable
statute, rule, regulation, ordinance, or other principle of law, such portion
shall be deemed to be modified or altered to the extent necessary to conform
thereto or, if that is not possible, to be omitted from this
Agreement.  The invalidity of any such portion shall not affect the
force, effect, and validity of the remaining portion hereof.  If any
court determines that any provision of Section 7 is unenforceable because of the
duration or geographic scope of such provision, it is the parties’ intent that
such court shall have the power to modify the duration or geographic scope of
such provision, as the case may be, to the extent necessary to render the
provision enforceable and, in its modified form, such provision shall be
enforced.

     

    7.2           Arbitration.    
Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in the City
of Washington, D.C. by three arbitrators in accordance with the National
Rules for the Resolution of Employment Disputes of the American Arbitration
Association in effect at the time of submission to
arbitration.  Judgment may be entered on the arbitrators’ award in any
court having jurisdiction.  For purposes of entering any judgment upon
an award rendered by the arbitrators, the Company and Executive hereby consent
to the jurisdiction of any or all of the following courts:  (i) the
United States District Court for the Fourth
Circuit, (ii) any of the courts of the State of Maryland, or (iii) any
other court having jurisdiction.  The Company and Executive further
agree that any service of process or notice requirements in any such proceeding
shall be satisfied if the rules of such court relating thereto have been
substantially satisfied.  The Company and Executive hereby waive, to
the fullest extent permitted by applicable law, any objection which it may
now or hereafter have to such jurisdiction and any defense of inconvenient
forum.  The Company and Executive hereby agree that a judgment upon an
award rendered by the arbitrators may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law.  Each party
shall bear its or his costs and expenses arising in connection with any
arbitration proceeding pursuant to this Section 7.  Notwithstanding
any provision in this Section 7, Executive shall be paid compensation due and
owing under this Agreement during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

     

    7.3           WAIVER OF JURY
TRIAL.    TO THE
EXTENT APPLICABLE, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT.  This provision is subject
to Section 7.2, requiring arbitration of disputes
hereunder.


    
      
         


      

      
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    8.           Miscellaneous.

     

    8.1           Integration.  This
Agreement cancels and supersedes any and all prior agreements and understandings
between the parties hereto with respect to the employment of Executive by the
Company, any parent or predecessor company, and the Company’s subsidiaries
during the Term, but excluding existing contracts relating to compensation under
executive compensation and employee benefit plans of the Company and its
subsidiaries.  This Agreement constitutes the entire agreement among
the parties with respect to the matters herein provided, and no modification or
waiver of any provision hereof shall be effective unless in writing and signed
by the parties hereto.  Executive shall not be entitled to any payment
or benefit under this Agreement which duplicates a payment or benefit received
or receivable by Executive under such prior agreements and understandings or
under any benefit or compensation plan of the Company.

     

    8.2           Successors;
Transferability.  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise,
and whether or not the corporate existence of the Company continues) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise and, in the case of an acquisition of the Company in which the
corporate existence of the Company continues, the ultimate parent company
following such acquisition.  Subject to the foregoing, the Company may
transfer and assign this Agreement and the Company’s rights and obligations
hereunder to another entity that is substantially comparable to the Company in
its financial strength and ability to perform the Company’s obligations under
this Agreement.  Neither this Agreement nor the rights or obligations
hereunder of the parties hereto shall be transferable or assignable by
Executive, except in accordance with the laws of descent and distribution or as
specified in Section 8.3.

     

    8.3           Beneficiaries.  Executive
shall be entitled to designate (and change, to the extent permitted under
applicable law) a beneficiary or beneficiaries to receive any compensation or
benefits provided hereunder following Executive’s death.

     

    8.4           Notices.  Whenever
under this Agreement it becomes necessary to give notice, such notice shall be
in writing, signed by the party or parties giving or making the same, and shall
be served on the person or persons for whom it is intended or who should be
advised or notified, by Federal Express or other similar overnight service or by
certified or registered mail, return receipt requested, postage prepaid and
addressed to such party at the address set forth below or at such other address
as may be designated by such party by like notice:

     

    If to the
Company:

    


    Colfax
Corporation

    Attn:  Senior
Vice President, Human Resources

    8730
Stony Point Parkway, Suite 150

    Richmond,
VA 23235


    
      
         


      

      
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    With a
copy to:

    


    Michael
Silver, Esquire

    Hogan
Lovells

    555
13th
Street NW

    Washington,
D.C.  20004

    


    If to
Executive:

    


    C. Scott
Brannan

    [REDACTED]

    [REDACTED]

    


    If the
parties by mutual agreement supply each other with fax numbers for the purposes
of providing notice by facsimile, such notice shall also be proper notice under
this Agreement.  In the case of Federal Express or other similar
overnight service, such notice or advice shall be effective when sent, and, in
the cases of certified or registered mail, shall be effective two days after
deposit into the mails by delivery to the U.S. Post Office.

    


    8.5           Reformation.  The
invalidity of any portion of this Agreement shall not be deemed to render the
remainder of this Agreement invalid.

     

    8.6           Headings.  The
headings of this Agreement are for convenience of reference only and do not
constitute a part hereof.

     

    8.7           No General
Waivers.  The failure of any party at any time to require
performance by any other party of any provision hereof or to resort to any
remedy provided herein or at law or in equity shall in no way affect the right
of such party to require such performance or to resort to such remedy at any
time thereafter, nor shall the waiver by any party of a breach of any of the
provisions hereof be deemed to be a waiver of any subsequent breach of such
provisions.  No such waiver shall be effective unless in writing and
signed by the party against whom such waiver is sought to be
enforced.

     

    8.8           Offsets;
Withholding.  The amounts required to be paid by the Company to
Executive pursuant to this Agreement shall not be subject to offset other than
with respect to any amounts that are owed to the Company by Executive due to his
receipt of funds as a result of his fraudulent activity.  The
foregoing and other provisions of this Agreement notwithstanding, all payments
to be made to Executive under this Agreement, including under Sections 4 and 5,
or otherwise by the Company, will be subject to withholding to satisfy required
withholding taxes and other required deductions.

    
       

      8.9           Successors and
Assigns.  This Agreement shall be binding upon and shall inure
to the benefit of Executive, his heirs, executors, administrators and
beneficiaries, and shall be binding upon and inure to the benefit of the Company
and its successors and assigns.

       

    

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    8.10       Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same
instrument.

     

    8.11       Representations of
Executive.  Executive represents and warrants to the Company
that he has the legal right to enter into this Agreement and to perform all of
the obligations on his part to be performed hereunder in accordance with its
terms and that he is not a party to any agreement or understanding, written or
oral, which prevents him from entering into this Agreement or performing all of
his obligations hereunder.

     

    9.           D&O
Insurance.

     

    The
Company will maintain directors’ and officers’ liability insurance during the
Term and for a period of six years thereafter, covering acts and omissions of
Executive during the Term, on terms substantially no less favorable than those
in effect on the Effective Date.

     

    10.         Definitions Relating to
Termination Events.

     

    10.1       Cause.  For
purposes of this Agreement, “Cause” shall
mean  Executive’s:

    


    
      	
               
      

            	
              (i)

            	
              Conviction for commission of a felony or a
      crime involving moral turpitude;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Willful commission of any act of theft,
      fraud, embezzlement or misappropriation against the Company or its
      subsidiaries or affiliates; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Continued
      failure to substantially perform Executive’s duties hereunder (other than
      such failure resulting from Executive’s incapacity due to physical or
      mental illness), which failure is not remedied within 30 calendar days
      after written demand for substantial performance is delivered by the
      Company which specifically identifies the manner in which the Company
      believes that Executive has not substantially performed Executive’s
      duties.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    10.2       Change in
Control.  For purposes of this Agreement, a “Change in Control” means the
following:


    
      	
               
      

            	
              (i)

            	
              A
      transaction or series of transactions (other than an offering of Stock to
      the general public through a registration statement filed with the
      Securities and Exchange Commission) whereby any “person” or related
      “group” of “persons” (as such terms are used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other
      than the Company, any of its subsidiaries, an employee benefit plan
      maintained by the Company or any of its subsidiaries or a “person” that,
      prior to such transaction or on the Effective Date, directly or indirectly
      controls, is controlled by, or is under common control with, the Company)
      directly or indirectly acquires beneficial ownership (within the meaning
      of Rule 13d-3 under the Exchange Act) of securities of the Company and
      immediately after such acquisition possesses more than 50% of the total
      combined voting power of the Company’s securities outstanding immediately
      after such acquisition; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              During
      any period of two consecutive years, individuals who, at the beginning of
      such period, constitute the Board together with any new director(s) (other
      than a director designated by a person who shall have entered into an
      agreement with the Company to effect a transaction described in Section
      10.2(i) hereof or Section 10.2(iii) hereof) whose election by the Board or
      nomination for election by the Company’s stockholders was approved by a
      vote of at least two-thirds of the directors then still in office who
      either were directors at the beginning of the two-year period or whose
      election or nomination for election was previously so approved, cease for
      any reason to constitute a majority thereof;
or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      consummation by the Company (whether directly involving the Company or
      indirectly involving the Company through one or more intermediaries) of
      (x) a merger, consolidation, reorganization, or business combination or
      (y) a sale or other disposition of all or substantially all of the
      Company’s assets in any single transaction or series of related
      transactions or (z) the acquisition of assets or stock of another entity,
      in each case other than a
transaction:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Which
      results in the Company’s voting securities outstanding immediately before
      the transaction continuing to represent (either by remaining outstanding
      or by being converted into voting securities of the Company or the person
      that, as a result of the transaction, controls, directly or indirectly,
      the Company or owns, directly or indirectly, all or substantially all of
      the Company’s assets or otherwise succeeds to the business of the Company
      (the Company or such person, the “Successor Entity”))
      directly or indirectly, at least a majority of the combined voting power
      of the Successor Entity’s outstanding voting securities immediately after
      the transaction; and

            


    

    


    
      	
               
      

            	
              (B)

            	
              After
      which no person or group (as such terms are used in Sections 13(d) and
      14(d)(2) of the Exchange Act) beneficially owns (within the meaning of
      Rule 13d-3 under the Exchange Act) voting securities representing 50% or
      more of the combined voting power of the Successor
      Entity;  provided, however, that no person or group shall be
      treated for purposes of this Section 10.2(iii)(B) as beneficially owning
      50% or more of combined voting power of the Successor Entity solely
      as a result of the voting power held in the Company prior to the
      consummation of the transaction;
or

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              The
      Company’s stockholders approve a liquidation or dissolution of the Company
      and all material contingencies to such liquidation or dissolution have
      been satisfied or waived.

            


    

     

    10.3        Change in Control
Event.  For purposes of this
Agreement, “Change in
Control Event” means the earlier to occur of (i) a Change in Control
or (ii) the execution and delivery by the Company of a definitive agreement providing for a Change in
Control.

     

    10.4        Compensation Accrued at
Termination.  For purposes of this Agreement, “Compensation Accrued at
Termination”
means the following:

     

    
      	
               
      

            	
              (i)

            	
              The
      unpaid portion of annual Base Salary at the rate payable, in accordance
      with Section 2.1 hereof, at the date of Executive’s termination of
      employment, pro rated through such date of termination, payable in
      accordance with the Company’s regular pay
  schedule;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Except
      as otherwise provided in this Agreement, all earned and unpaid and/or
      vested, nonforfeitable amounts owing or accrued at the date of Executive’s
      termination of employment under any compensation and benefit plans,
      programs, and arrangements set forth or referred to in Sections 2.2 and
      2.3 hereof (including any earned and vested Annual Cash Incentive) in
      which Executive theretofore participated, payable in accordance with the
      terms and conditions of the plans, programs, and arrangements (and
      agreements and documents thereunder) pursuant to which such compensation
      and benefits were granted or accrued;
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Reasonable
      business expenses and disbursements incurred by Executive prior to
      Executive’s termination of employment, to be reimbursed to Executive, as
      authorized under Section 2.5, in accordance the Company’s reimbursement
      policies as in effect at the date of such
  termination.

            


    

     

    10.5        Disability.  For
purposes of this Agreement, “Disability” means the
Executive is unable due to a physical or mental condition to perform the
essential functions of his position with or without reasonable accommodation for
six (6) months in the aggregate during any twelve (12) month period or based on
the written certification by two licensed physicians of the likely continuation
of such condition for such period.  This definition shall be
interpreted and applied consistent with the Americans with Disabilities Act, the
Family and Medical Leave Act, Section 409A of the Code and other applicable
law.

     

    10.6        Good
Reason.  For purposes of this Agreement, “Good Reason” shall mean,
without Executive’s express written consent, the occurrence of any of the
following circumstances unless, if correctable, such circumstances are fully
corrected within 30 days of the notice of termination given in respect
thereof:

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              Upon
      or following a Change in Control Event, (A) the assignment to Executive of
      duties materially inconsistent with  Executive’s position and
      status hereunder, or (B) an alteration, materially adverse to Executive,
      in the nature of Executive’s duties, responsibilities, and authorities,
      Executive’s position or the conditions of Executive’s employment from
      those specified in Section 1 or otherwise hereunder (other than
      inadvertent actions which are promptly remedied); except the foregoing
      shall not constitute Good Reason if occurring (X) in connection with the
      termination of Executive’s employment for Cause, Disability, or as a
      result of Executive’s death, (Y) as a result of action by or with the
      consent of Executive or (Z) as a result of reasonable adjustments in
      Executive's range of duties, responsibilities and authorities in the event
      that the Change of Control Event results in a significantly larger
      Successor Entity and the Board of Directors of the Successor Entity
      concludes that the Executive’s duties, responsibilities and authorities
      need to be adjusted (to include a change in title or reporting to another
      senior executive officer); provided, however, that such adjustments do not
      reduce Executive’s compensation;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The Company requiring Executive to relocate his
      principal place of business for the
      Company to a location at least 35 miles from his current place of
      business, and which is at least 35 miles longer distance from his place of
      residence;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The failure of the
      Company to obtain a satisfactory agreement from any successor to the
      Company to fully assume the Company’s obligations and to perform under
      this Agreement; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Any
      other failure by the Company to perform any material obligation under, or
      breach by the Company of any material provision of, this
      Agreement.

            


    

     

    10.7        Partial Year
Bonus.  For purposes of this Agreement, a Partial Year Bonus is
payable to the Executive for the year of the Executive’s employment termination
in the event the Company performance criteria for payment of an Annual Cash
Incentive are achieved as of the close of the year at the level required for a
payout at the target level or above.  Any such Partial Year Bonus
shall equal the Executive’s target Annual Cash Incentive compensation multiplied
by a fraction of the numerator of which is the number of days the Executive was
employed by the Company in the year of termination and the denominator of which
is the total number of days in the year of termination.  Should any
such Partial Year Bonus become payable under this Agreement, payment shall be
made to the Executive at the same time as payment is made to all other
participants under the Annual Cash incentive compensation program following the
close of the year.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    
       

      IN
WITNESS WHEREOF, the parties hereto have signed their names as of the day and
year first above written.

       

    

    
      
        
          
            	 
      	
                    COLFAX
      CORPORATION

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Clay H. Kiefaber

                  
	 
      	
                    Name: 

                  	
                    Clay
      H. Kiefaber

                  
	 
      	
                    Title:

                  	
                    President
      and Chief Executive Officer

                  
	 
      	 
      	 
      
	 
      	/s/ C. Scott Brannan
	 
      	C.
      Scott Brannan


          

        

      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    WAIVER
AND RELEASE AGREEMENT

    


    THIS WAIVER AND RELEASE AGREEMENT is
entered into as of [TO BE
DETERMINATED AT TERMINATION OF EMPLOYMENT] (the “Effective Date”), by C. Scott
Brannan (the “Executive”) in consideration
of the severance pay provided to the  Executive by Colfax
Corporation  (the “Company”) pursuant to the
Executive Employment Agreement (the “Employment Agreement”) by and
between the Company and the Executive (the “Severance
Payment”).

     

    


    1.           Waiver
and Release.  The Executive, on
his or her own behalf and on behalf of his or her heirs, executors,
administrators, attorneys and assigns, hereby unconditionally and irrevocably
releases, waives and forever discharges the Company and each of its affiliates,
parents, successors, predecessors, and the subsidiaries, directors, owners,
members, shareholders, officers, agents, and employees of the Company and its
affiliates, parents, successors, predecessors, and subsidiaries (collectively,
all of the foregoing are referred to as the “Employer”), from any and all
causes of action, claims and damages, including attorneys’ fees, whether known
or unknown, foreseen or unforeseen, presently asserted or otherwise arising
through the date of his or her signing of the Waiver and Release Agreement,
concerning his or her employment or separation from
employment.  This release includes, but is not limited to, any claim
or entitlement to salary, bonuses (but not including payment of any remaining
bonus under the Employment Agreement), any other payments, benefits or damages
arising under any federal law (including, but not limited to, Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee
Retirement Income Security Act of 1974, the Americans with Disabilities Act,
Executive Order 11246, the Family and Medical Leave Act, and the Worker
Adjustment and Retraining Notification Act, each as amended); any claim arising
under any state or local laws, ordinances or regulations (including, but not
limited to, any state or local laws, ordinances or regulations requiring that
advance notice be given of certain workforce reductions); and any claim arising
under any common law principle or public policy, including, but not limited to,
all suits in tort or contract, such as wrongful termination, defamation,
emotional distress, invasion of privacy or loss of consortium.

    


    The
Executive understands that by signing this Waiver and Release Agreement he or
she is not waiving any claims or administrative charges which cannot be waived
by law.  He or she is waiving, however, any right to monetary recovery
or individual relief should any federal, state or local agency (including the
Equal Employment Opportunity Commission) pursue any claim on his or her behalf
arising out of or related to his or her employment with and/or separation from
employment with the Company.

    


    The
Executive further agrees without any reservation whatsoever, never to sue the
Employer or become a party to a lawsuit on the basis of any and all claims of
any type lawfully and validly released in this Waiver and Release
Agreement.

    


    2.           Acknowledgments.  The Executive is
signing this Waiver and Release Agreement knowingly and
voluntarily.  He or she acknowledges that:

    


    
      	
               
      

            	
              (a)

            	
              He
      or she is hereby advised in writing to consult an attorney before signing
      this Waiver and Release
Agreement;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              He
      or she has relied solely on his or her own judgment and/or that of his or
      her attorney regarding the consideration for and the terms of this Waiver
      and Release Agreement and is signing this Waiver and Release Agreement
      knowingly and voluntarily of his or her own free
  will;

            


    

    


    
      	
               
      

            	
              (c)

            	
              He
      or she is not entitled to the Severance Payment unless he or she agrees to
      and honors the terms of this Waiver and Release
  Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              He
      or she has been given at least [twenty-one (21)] [forty-five (45)]
      calendar days to consider this Waiver and Release Agreement, or he
      or she expressly waives his or her right to have at least [twenty-one (21)] [forty-five
      (45)] days to consider this Waiver and Release
      Agreement;

            


    

    


    
      	
               
      

            	
              (e)

            	
              He
      or she may revoke this Waiver and Release Agreement within seven (7)
      calendar days after signing it by submitting a written notice of
      revocation to the Employer.  He or she further understands that
      this Waiver and Release Agreement is not effective or enforceable until
      after the seven (7) day period of revocation has expired without
      revocation, and that if he or she revokes this Waiver and Release
      Agreement within the seven (7) day revocation period, he or she will not
      receive the Severance Payment;

            


    

    


    
      	
               
      

            	
              (f)

            	
              He
      or she has read and understands the Waiver and Release Agreement and
      further understands that it includes a general release of any and all
      known and unknown, foreseen or unforeseen claims presently asserted or
      otherwise arising through the date of his or her signing of this Waiver
      and Release Agreement that he or she may have against the Employer;
      and

            


    

    


    
      	
               
      

            	
              (g)

            	
              No
      statements made or conduct by the Employer has in any way coerced or
      unduly influenced him or her to execute this Waiver and Release
      Agreement.

            


    

    


    3.           No
Admission of
Liability.  This Waiver and
Release Agreement does not constitute an admission of liability or wrongdoing on
the part of the Employer, the Employer does not admit there has been any
wrongdoing whatsoever against the Executive, and the Employer expressly denies
that any wrongdoing has occurred.

    


    4.           Entire
Agreement.  There are no
other agreements of any nature between the Employer and the Executive with
respect to the matters discussed in this Waiver and Release Agreement, except as
expressly stated herein, and in signing this Waiver and Release Agreement, the
Executive is not relying on any agreements or representations, except those
expressly contained in this Waiver and Release Agreement.

    


    5.           Execution.  It is not
necessary that the Employer sign this Waiver and Release Agreement following the
Executive's full and complete execution of it for it to become fully effective
and enforceable.

    


    6.           Severability.  If any provision
of this Waiver and Release Agreement is found, held or deemed by a court of
competent jurisdiction to be void, unlawful or unenforceable under any
applicable statute or controlling law, the remainder of this Waiver and Release
Agreement shall continue in full force and effect.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    7.           Governing
Law.  This Waiver and
Release Agreement shall be governed by the laws of the State of Delaware,
excluding the choice of law rules thereof.

    


    8.           Headings.  Section and
subsection headings contained in this Waiver and Release Agreement are inserted
for the convenience of reference only.  Section and subsection
headings shall not be deemed to be a part of this Waiver and Release Agreement
for any purpose, and they shall not in any way define or affect the meaning,
construction or scope of any of the provisions hereof.

    


    IN
WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day
and year first herein above written.

     

    
      
        
          	 
      	
                    

                	 
	 
      	
                  C.
      Scott Brannan