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Exhibit 10.14
 CHIEF EXECUTIVE OFFICER
CHANGE IN CONTROL AGREEMENT
    1.
    
    Definitions. For purposes of this Agreement, the following terms will have the
following meanings unless otherwise expressly provided in this Agreement:
 (a)
    
    Beneficiary. Beneficiary means any individual, trust or other entity
named by the Executive to receive the severance payments and benefits payable
hereunder, if any, in the event of the death of the Executive. Executive may designate
a Beneficiary to receive such payments and benefits by completing a form provided by
the Company and delivering it to the Companys Vice President General Counsel &
Secretary. Executive may change his or her designated Beneficiary at any time (without
the consent of any prior Beneficiary) by completing and delivering to the Company a new
beneficiary designation form. If a Beneficiary has not been designated by the
Executive, or if no designated Beneficiary survives the Executive, then the payment and
benefits provided under this Agreement, if any, will be paid to the Executives estate,
which shall be deemed to be Executives Beneficiary.(b)
    
    Board. Board means the Board of Directors of the Company.(c)
    
    Cause. Cause means:
 (i)
    
    the Executives willful and continued failure to substantially
perform the Executives duties with the Company or its affiliates (other than
any such failure resulting from the Executives incapacity due to physical or mental
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illness), after a written demand for substantial performance is delivered to
the Executive by the Company which specifically identifies the manner in
which the company believes that the Executive has not substantially
performed his or her duties;
 (ii)
    
    the final conviction of the Executive of, or an entering of a
guilty plea or a plea of no contest by the Executive, to a felony; or(iii)
    
    the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.For purposes of this definition, no act or failure to act on the part of the
Executive shall be considered willful unless it is done, or omitted to be
done, by the Executive in bad faith or without a reasonable belief that the
action or omission was in the best interests of the Company or its
affiliates. Any act, or failure to act, based on authority given pursuant to
a resolution duly adopted by the Board, the instructions of a more senior
officer of the Company or the advice of counsel to the Company or its
affiliates will be conclusively presumed to be done, or omitted to be done,
by the Executive in good faith and in the best interests of the Company and
its affiliates.
 (d)
    
    Change in Control. A Change in Control means the occurrence of any
one of the following events:
 (i)
    
    any person (as defined in Sections 13(d) and 14(d) of U.S.
Securities Exchange Act of 1934, as amended (the Exchange Act), other than
the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, or any
corporation owned, directly or indirectly, by the stockholders of the company
in substantially the same proportions as their ownership of stock of the
Company, acquires beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) of securities representing 20% of the combined voting power of
the Company; or(ii)
    
    during any period of not more than two consecutive years,
individuals who, at the beginning of such period, constitute the Board and any
new directors (other than any director designated by a person who has entered
into an agreement with the Company to effect a transaction described in
subsections 1(d)(i), 1(d)(iii), or 1(d)(iv) of this Agreement) whose election
by the Board or nomination for election by the Companys stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease
for any reason to constitute at least a majority of the Board; or
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(iii)
    
    the stockholders of the Company approve and the Company
consummates a merger other than (A) a merger that would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company and any Subsidiary, at least 50% of the combined voting power of
all classes of stock of the Company or such surviving entity outstanding
immediately after such merger or (B) a merger effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquires more than 50% of the combined voting power of the Companys then
outstanding securities; or(iv)
    
    the stockholders of the Company approve and the Company
consummates a plan of complete liquidation or dissolution of the Company, or a
sale of all or substantially all of the assets of the Company.
 (e)
    
    Date of Termination means the date specified in a Notice of Termination
pursuant to paragraph 3 hereof, or the Executives last date as an active employee of
the Company and its affiliates before a termination of employment due to death,
Disability, or other reason, as the case may be.(f)
    
    Disability. Disability means the Executives total and permanent
disability as defined under the terms of the Companys long-term disability plan in
effect on the Date of Termination.(g)
    
    Effective Period. The Effective Period means the 36-month period
following any Change in Control.(h)
    
    Good Reason. Good Reason means, unless the Executive has consented in
writing thereto, the occurrence of any of the following:
 (i)
    
    The assignment to the Executive of any duties inconsistent with
the Executives position, including any change in status, title, authority,
duties or responsibilities or any other action which results in a diminution in
such status, title, authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Company or the Executives employer promptly
after receipt of notice thereof given by the Executive;(ii)
    
    A reduction by the Company or the Executives employer in the
Executives base salary;
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(iii)
    
    The relocation of the Executives office to a location more
than 40 miles outside Quincy, Illinois or Executives then current principal
place of employment;(iv)
    
    Following a Change in Control, unless a plan providing a
substantially similar compensation or benefit is substituted, (A) the failure
by the Company or any of its affiliates to continue in effect any material
fringe benefit or compensation plan, retirement plan, life insurance plan,
health and accident plan or disability plan in which the Executive is
participating prior to the Change in Control, or (B) the taking of any action
by the Company or any of its affiliates which would adversely affect the
Executives participation in or materially reduce his benefits under any of
such plans or deprive him of any material fringe benefit; or(v)
    
    Following a Change in Control, the failure of the Company or
the affiliate of the Company by which the Executive is employed, or any
affiliate which directly or indirectly owns or controls any affiliate by which
the Executive is employed, to obtain the assumption in writing of the Companys
obligation to perform this Agreement by any successor to all or substantially
all of the assets of the Company or such affiliate within 15 days after a
reorganization, merger, consolidation, sale or other disposition of assets of
the Company or such affiliate.(vi)
    
    Any purported termination of the Executives employment by the
Company which is not effected pursuant to a Notice of Termination satisfying
the requirements of paragraph 3 hereof; and for purposes of this Agreement, no
such purported termination shall be effective.
 For purposes of this Agreement, any determination of Good Reason made by the
Executive in good faith based upon his reasonable belief and understanding shall be
conclusive.
 2.
    
    Term. The term (Term) of this Agreement shall commence on the date first above
written (the Commencement Date) and, unless terminated earlier as provided hereunder, shall
continue through the third anniversary of the Commencement Date (the Termination Date);
provided, however, that commencing on the day following the Termination Date (the Extension
Date), and on the anniversary of the Extension Date each year thereafter, the term of this
Agreement shall automatically be extended for one additional year, unless at least 90 days
prior to such Extension Date, the Company shall have given notice that it does not wish to
extend this Agreement. Upon the occurrence of a Change in Control during the term of this
Agreement, including any extensions thereof, this Agreement shall automatically be extended
until the end of the Effective Period and may not be terminated by the Company during such
time.
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3.
    
    Notice of Termination.
 (a)
    
    Any termination of the Executives employment by the Company, or by any
affiliate of the Company by which the Executive is employed, for Cause, or by the
Executive for Good Reason shall be communicated by Notice of Termination to the other
party hereto given in accordance with paragraph 10 of this Agreement. For purposes of
this Agreement, a Notice of Termination for termination of employment for Cause or
for Good Reason means a written notice which (i) is given at least thirty (30) days
prior to the Date of Termination; (ii) indicates the specific termination provision in
this Agreement relied upon, (iii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the
Executives employment under the provision so indicated, (iv) specifies the employment
termination date; and (v) allows the recipient of the Notice of Termination at least
thirty (30) days to cure the act or omission relied upon in the Notice of Termination.
The failure to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause will not waive any right of the party
giving the Notice of Termination hereunder or preclude such party from asserting such
fact or circumstance in enforcing its rights hereunder.(b)
    
    A Termination of Employment of the Executive will not be deemed to be for Cause
unless and until there has been delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that, in the
good faith opinion of the Board, the Executive has engaged in the conduct described in
paragraph 1(c) hereof, and specifying the particulars of such conduct.(c)
    
    A Termination of Employment of the Executive will not be deemed to be for Good
Reason unless the Executive gives the Notice of Termination provided for herein within
twelve (12) months after the Executive has actual knowledge of the act or omission of
the Company constituting such Good Reason.
 4.
    
    Obligations of the Company Upon Termination of Executives Employment Following a Change
in Control
 (a)
    
    If, during the Effective Period, the Company terminates the Executives
employment other than for Cause or the Executive terminates employment with the Company
for Good Reason, the Company will pay the following to the Executive:
 (i)
    
    Cash in the amount of the Executives annual base salary
through the Date of Termination to the extent not theretofore paid;
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(ii)
    
    Cash in the amount of the highest annual bonus received by the
Executive in the three years immediately preceding the Notice of Termination;(iii)
    
    Cash in an amount equal to the product of three times the
Executives annual base salary at the greater of (A) the rate in effect at the
time Notice of Termination is given or (B) the rate in effect immediately
preceding the Change in Control, payable in a lump sum;(iv)
    
    A lump sum cash amount equal to the product of three times the
highest annual bonus received by the Executive in the three years immediately
preceding the Notice of Termination;(v)
    
    A lump sum cash amount equal to compensation previously
deferred by the Executive, and all interest and earnings accrued thereon to the
Date of Termination, under any and all nonqualified deferred compensation plans
sponsored or maintained by the Company or by any affiliate controlled by the
Company, including without limitation the Non-qualified Retirement Plans, in
effect and in which the Executive was a participant, on the Date of
Termination, unless the Executive elects to defer such payment in accordance
with the terms of the Non-qualified Retirement Plans;(vi)
    
    The continuation of the provision of medical, dental and life
insurance benefits for a period of three years following the Date of
Termination to the Executive and the Executives family at least equal to those
which would have been provided to them in accordance with the plans, programs,
practices and policies of the Company as in effect and applicable generally to
other peer executives and their families during the 90-day period immediately
preceding the Effective Period or on the Date of Termination, at the election
of the Executive; provided, however, that if the Executive becomes re-employed
with another employer and is eligible to receive medical, dental and/or life
insurance benefits under another employer provided plan, the medical, dental
and/or life insurance benefits described herein will cease; and(vii)
    
    The acceleration of vesting and the continued accrual of
benefits under any and all defined benefit retirement plans sponsored or
maintained by the Company or by any affiliate controlled by the Company,
including without limitation the Non-qualified and Qualified Plans, in effect
on and in which the Executive was a Participant on the Date of Termination, in
each case for a period of three years, but in no event beyond the date that the
Executive or Executives spouse begins to receive benefits under such plan.
 (b)
    
    Compensation Under Retirement Plans. Any and all amounts paid under
this Agreement in the amount of or otherwise in respect of the Executives annual base
salary and bonuses, whether or not deferred under a deferred compensation
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plan or program, are intended to be and will be Compensation for purposes of
determining Compensation under any and all retirement plans sponsored or maintained
by the Company or by any affiliate controlled by the Company.
 (c)
    
    Effect of Death or Disability. If the Executives employment is
terminated by reason of the Executives death or Disability during the Term of this
Agreement, this Agreement shall terminate automatically on the date of death or, in the
event of Disability, on the Date of Termination. In the event of the Executives death
following the Executives Date of Termination, but prior to the payment of the
severance payments and benefits provided under paragraph 4 hereof, if any, such
payments and benefits will be paid to the Executives Beneficiary.
 5.
    
    Mitigation of Damages. The Executive will not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking other employment or
otherwise. Except as otherwise specifically provided in this Agreement, the amount of any
payment provided for under this Agreement will not be reduced by any compensation earned by
the Executive as the result of self-employment or employment by another employer or otherwise.6.
    
    Stock Options; Stock Appreciation Rights; Long-Term Cash Bonus; Restricted Stock;
Performance Shares. The benefits provided under paragraph 4 above are intended to be in
addition to the value of any options to acquire common stock of the Company, Stock
Appreciation Rights, shares of Restricted Stock, Restricted Stock Units, Performance Shares
and Long-Term Cash Bonuses awarded under the Gardner Denver, Inc. Long-Term Incentive Plan
(the Stock Plan) and any other incentive or similar plan heretofore or hereafter adopted by
the Company. The exercisability or vesting of such awards upon a Change in Control shall be
governed by the terms of the Stock Plan and any award agreements entered into thereunder.7.
    
    Tax Effect.
 (a)
    
    If Independent Tax Counsel determines that any payment or distribution by the
Company or its affiliates to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or
otherwise) (a Payment) constitutes a parachute payment as defined in Section 280G
of the Internal Revenue Code of 1986, as amended (the Code) (or any successor
provision thereto)(Parachute Payment) which 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 Executive will be entitled to receive an additional payment (a Gross-Up
Payment) in an amount equal to the sum of the Excise Tax, any and all federal, state
and local income taxes and Medicare tax on the Excise Tax, and the excise tax imposed
by Section 4999 of the Code on the Excise Tax, together with any interest or penalties
incurred by the Executive with respect to such income, Medicare and excise taxes.
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(b)
    
    Subject to the provisions of paragraph 7(d) below, all determinations required
to be made under this paragraph 7, including whether and when a Gross-Up Payment is
required, the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determinations, will be made by Independent Tax Counsel which shall
provide detailed supporting calculations both to the Company and the Executive within
15 business days of the receipt of notice from the Executive that there has been a
Payment, or such earlier time as is requested by the Company. For purposes of this
paragraph, Independent Tax Counsel will mean a lawyer, a certified public accountant
with a nationally recognized accounting firm, or a compensation consultant with a
nationally recognized actuarial and benefits consulting firm with expertise in the area
of executive compensation tax law, who will be selected by the Company and will be
reasonably acceptable to the Executive, and whose fees and disbursements will be paid
by the Company.(c)
    
    Any Gross-Up Payment will be paid by the Company to the Executive within five
days of the Companys receipt of the Independent Tax Counsels determination. If
Independent Tax Counsel determines that no Excise Tax is payable by the Executive, it
will furnish the Executive with a written opinion that the Executive has substantial
authority not to report any Excise Tax on the Executives Federal income tax return.
If the Executive is subsequently required to make a payment of any Excise Tax, then the
Independent Tax Counsel will determine the amount of such additional payment (Gross-Up
Underpayment), and any such Gross-Up Underpayment will be promptly paid by the Company
to or for the benefit of the Executive. The fees and disbursements of the Independent
Tax Counsel will be paid by the Company.(d)
    
    The Executive will notify the Company in writing within 15 days of any claim by
the Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. If the Company notifies the Executive in writing that
it desires to contest such claim and that it will bear the costs and provide the
indemnification as required by this paragraph, the Executive will:
 (i)
    
    give the Company any information reasonably requested by the
Company relating to such claim,(ii)
    
    take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,(iii)
    
    cooperate with the Company in good faith in order to
effectively contest such claim, and
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(iv)
    
    permit the Company to participate in any proceedings relating
to such claim; provided, however, that the Company will bear and pay directly
all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and will indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. The Company will control all
proceedings taken in connection with such contest; provided, however, that if
the Company directs the Executive to pay such claim and sue for a refund, the
Company will advance the amount of such payment to the Executive on an
interest-free basis, and will indemnify and hold the Executive harmless on an
after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such advance.
 (e)
    
    If, after the receipt by the Executive of an amount advanced by the Company
pursuant to paragraph 7(d)(iv), the Executive becomes entitled to receive any refund
with respect to such claim, the Executive will, within 10 days of receipt thereof, pay
to the Company the amount of such refund, together with any interest paid or credited
thereon after taxes applicable thereto. If, after the receipt by the Executive of an
amount advanced by the Company pursuant to paragraph 7(d)(iv), a determination is made
that the Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination, then such
advance will be forgiven and will not be required to be repaid and the amount of such
advance will offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.
 8.
    
    Confidential Information; Non-solicitation. For the Term of this Agreement, and for
the period of time during which the Executive receives benefits pursuant to paragraph 4(a)(vi)
hereof, the Executive covenants and agrees as follows:
 (a)
    
    to hold in a fiduciary capacity for the benefit of the Company and its
affiliates all secret, proprietary or confidential material, knowledge, data or any
other information relating to the Company or any of its affiliated companies and their
respective businesses (Confidential Information), which has been obtained by the
Executive during the Executives employment by the Company or any of its affiliated
companies and that has not been, is not now and hereafter does not become public
knowledge (other than by acts by the Executive or representatives of the Executive in
violation of this Agreement), and will not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or divulge
any such information, knowledge or data to anyone other than the Company and those
designated by it; the Executive further agrees to return to the Company any and all
records and documents (and all copies thereof) and all other property belonging to the
Company or relating to the
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Company, its affiliates or their businesses, upon termination of Executives
employment with the Company and its affiliates; and,
 (b)
    
    not to solicit or entice any other employee of the Company or its affiliates to
leave the Company or its affiliates to go to work for any other business or
organization which is in direct or indirect competition with the Company or any of its
affiliates, nor request or advise a customer or client of the Company or its affiliates
to curtail or cancel such customers business relationship with the Company or its
affiliates.
 9.
    
    Rights and Remedies Upon Breach.
 (a)
    
    The Executive hereby acknowledges and agrees that the provisions contained in
paragraph 8 of this Agreement (the Restrictive Covenants), are reasonable and valid
in duration and in all other respects. If any court of competent jurisdiction
determines that any of the Restrictive Covenants, or any part thereof, is invalid or
unenforceable, the remainder of the Restrictive Covenants will not thereby be affected
and will be given full effect without regard to the invalid portions.(b)
    
    If the Executive breaches, or threatens to commit a breach of, any of the
Restrictive Covenants, the Company will have the following rights and remedies, each of
which rights and remedies will be independent of the others and severally enforceable,
and each of which is in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity:
 (i)
    
    Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the Company and that
money damages would not provide an adequate remedy to the Company.(ii)
    
    Accounting. The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by the
Executive as the result of any action constituting a breach of the Restrictive
Covenants.(iii)
    
    Cessation of Severance Benefits. The right and remedy
to cease any further severance, benefit or other compensation payments under
this Agreement to the Executive or the Executives Beneficiary from and after
the commencement of such breach by the Executive.
 10.
    
    Arbitration. The Company and Executive agree that any claim, dispute or controversy
arising under or in connection with this Agreement (including, without limitation, any such
claim, dispute or controversy arising under any federal, state or local statute, regulation or
ordinance or any of the Companys employee benefit plans, policies or
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programs) shall be resolved solely and exclusively by binding arbitration. The arbitration
shall be held in the city of St. Louis (or at such other location as shall be mutually
agreed by the parties). The arbitration shall be conducted in accordance with the Expedited
Employment Arbitration Rules (the Rules) of the American Arbitration Association (the
AAA) in effect at the time of the arbitration, except that the arbitrator shall be
selected by alternatively striking from a list of five arbitrators supplied by the AAA. All
fees and expenses of the arbitration, including a transcript if either requests, shall be
borne equally by the parties. If Executive prevails as to any material issue presented to
the arbitrator, the entire cost of such proceedings (including, without limitation,
Executives reasonable attorneys fees) shall be borne by the Company. If Executive does not
prevail as to any material issue, each party will pay for the fees and expenses of its own
attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing
briefs (unless the party prevails on a claim for which attorneys fees are recoverable under
the Rules). Any action to enforce or vacate the arbitrators award shall be governed by the
Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the
Company or Executive pursues any claim, dispute or controversy against the other in a
proceeding other than the arbitration provided for herein, the responding party shall be
entitled to dismissal or injunctive relief regarding such action and recovery of all costs,
losses and attorneys fees related to such action. Notwithstanding the provisions of this
paragraph, either party may seek injunctive relief in a court of competent jurisdiction,
whether or not the case is then pending before the panel of arbitrators. Following the
courts determination of the injunction issue, the case shall continue in arbitration as
provided herein.
 11.
    
    Notices. Any notice provided for in this Agreement will be given in writing and will
be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by
certified, registered or express mail, postage prepaid. Any such notice will be deemed given
when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if
mailed, on the date of actual receipt thereof. Notices will be properly addressed to the
parties at their respective addresses set forth below or to such other address as either party
may later specify by notice to the other in accordance with the provisions of this paragraph:
 If to the Company:Gardner Denver, Inc.
1800 Gardner Expressway
Quincy, IL 62305 (217) 228-8260 (Fax)
Attention: Corporate Secretary/General Counsel
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If to the Executive:Mr. Ross J. Centanni
2910 Curved Creek Road
Quincy, IL 62301
 12.
    
    Entire Agreement. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements, written or
oral, with respect thereto, including, without limitation, the Letter Agreement entered into
between the Company and the Executive dated effective August 1, 2002 and any and all prior
employment or severance agreements and related amendments entered into between the Company and
the Executive. Furthermore, the severance payments and benefits provided for under this
Agreement are separate and apart from and, to the extent they are actually paid, will be in
lieu of any payment under any policy of the Company or any of its affiliates regarding
severance payments generally.13.
    
    Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed
or extended, and the terms and conditions hereof may be waived, only by a written instrument
signed by the parties hereto or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any waiver on the part of any party of any such right,
power or privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.14.
    
    Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the state of Delaware (without giving effect to the choice of law provisions
thereof), where the employment of the Executive will be deemed, in part, to be performed, and
enforcement of this Agreement or any action taken or held with respect to this Agreement will
be taken in the courts of appropriate jurisdiction in Delaware.15.
    
    Assignment. This Agreement, and any rights and obligations hereunder, may not be
assigned by the Executive and may be assigned by the Company only to any successor in
interest, whether by merger, consolidation, acquisition or the like, or to purchasers of
substantially all of the assets of the Company.16.
    
    Binding Agreement. This Agreement will inure to the benefit of and be binding upon
the Company and its respective successors and assigns and the Executive and his legal
representatives.17.
    
    Counterparts. This Agreement may be executed in separate counterparts, each of which
when so executed and delivered will be deemed an original, but all of which together will
constitute one and the same instrument.
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18.
    
    Headings. The headings in this Agreement are for reference purposes only and will
not in any way affect the meaning or interpretation of this Agreement.19.
    
    Authorization. The Company represents and warrants that the Board of Directors of the
Company has authorized the execution of this Agreement.20.
    
    Validity. The invalidity or unenforceability of any provisions of this Agreement
will not affect the validity or enforceability of any other provisions of this Agreement,
which will remain in full force and effect.21.
    
    Tax Withholding. The Company will have the right to deduct from all benefits and/or
payments made under this Agreement to the Executive any and all taxes required by law to be
paid or withheld with respect to such benefits or payments.22.
    
    No Contract of Employment. Nothing contained in this Agreement will be construed as a
contract of employment between the Company or any of its affiliates and the Executive, as a
right of the Executive to be continued in the employment of the Company or any of its
affiliates, or as a limitation of the right of the Company or any of its affiliates to
discharge the Executive with or without cause.
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
 The CompanyGARDNER DENVER, INC.
    
    
    
    THE EXECUTIVEBy:Name:
    
    Tracy D. Pagliara
    
    
    
    Name:
    
    Ross J. CentanniTitle:
    
    Vice President, Administration,
    
    
    
    Title:
    
    Chairman, President &General Counsel & Secretary
    
    
    
    
    
    Chief Executive Officer
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