exv10w30






Exhibit 10.30




THIRD AMENDED AND RESTATED IDEX CORPORATION




DIRECTORS DEFERRED COMPENSATION PLAN



ARTICLE I

BACKGROUND, PURPOSE, EFFECTIVE DATES AND DEFINITIONS



          IDEX Corporation, a Delaware corporation (the “Corporation”), by its Board of Directors,
adopted the IDEX Corporation Directors Deferred Compensation Plan (the “Plan”), effective as of
January 1, 1993, for the benefit of the non-employee members of its Board of Directors (the
“Directors”).




          In order to make certain changes to the Plan, an Amended and Restated IDEX Corporation
Directors Deferred Compensation Plan (the “Amended Plan”) and a Second Amended and Restated IDEX
Corporation Directors Deferred Compensation Plan (the “Second Amended Plan”) were adopted by the
Board of Directors of IDEX Corporation, effective as provided below.




          In order to make further changes to the Plan, the Directors have adopted the changes set forth
in this Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan (the
“Third Amended Plan”).



Section 1.1 Background and Purpose of the Plan. The Corporation wishes to provide
members of its Board of Directors who are not employees of the Corporation with the opportunity to
defer payment of all of the compensation they receive in a particular year or years for serving as
Directors.



Section 1.2 Effective Date and Term. The Plan as in effect prior to the date
of approval of the Amended Plan by the shareholders of the Corporation was in effect through
December 31, 1996. The Amended Plan was effective as of January 1, 1997. The Second Amended Plan was
effective as of November 20, 1997 and was effect through
December 31, 2010. The Third Amended and
Restated IDEX Corporation Directors Deferred Compensation Plan will be effective as of January 1,
2011, and shall continue until such time as it is terminated or amended and restated by resolution
of the Board of Directors in accordance with Article V.



Section 1.3 Effect of Restatement of Plan. The restatement of the Plan by this
document shall not reduce the amount of benefit payable under the Plan below the level of benefits
accrued under the terms of the Plan as they were in effect on December 31, 2010. For purposes of
clarification, the intent of the previous sentence is to preserve all Plan provisions as in effect
on December 31, 2010 for determining the benefit under the Plan as of December 31, 2010, but does
not preclude a reduction in benefit payable under the Plan because of losses that should be applied
in determining the value of an Account. Further, it is not the intent to, and this restatement of
the Plan will not, change the time and form of payment of any amounts of deferred compensation
which were deferred under the terms of the Plan prior to January 1, 2011 in violation of Section
409A of the Code.




 









 







Section 1.4 Shares Subject to Plan. The shares of stock subject to Deferred
Compensation Units shall be shares of the Corporation’s Common Stock. The aggregate number of such
shares which may be distributed pursuant to Deferred Compensation Units under the Plan shall not
exceed 50,000 shares (as adjusted under Section 3.1b from December 31, 1996).



Section 1.5 Definitions. For purposes of the Plan, the following terms shall have the
definitions stated below unless the context clearly indicates otherwise:




          a. “Account” means the Deferred Compensation Account.




          b. “Board” means the Board of Directors of IDEX Corporation.




          c. “Code” means the Internal Revenue Code of 1986, as amended.




          d. “Common Stock” means the common stock, par value $.01 per share, of
the Corporation.




          e. “Deferred Compensation Account” shall have the meaning set forth
in Section 3.1.




          f. “Deferred Compensation Units” or “DCUs” shall mean a hypothetical
investment which is equivalent in value to one share of Common Stock which is accounted for in
Section 3.1b of the Plan.




          g. “Deferred Compensation Units Subaccount” shall have the meaning set
forth in Section 3.1b. Effective as of January 1, 2011, no additional amounts of deferred
compensation may be credited to the Deferred Compensation Units Subaccount.




          h. “Dividend Equivalent” means an amount equal to the cash dividend
paid on one of the shares of Common Stock multiplied by the number of the Deferred Compensation Units in
the Director’s Deferred Compensation Units Subaccount at the
dividend record date.




          i. “Fair Market Value” means the fair market value of a share of the
Common Stock as of a given date measured as (i) the closing price of a share of the Common Stock on
the principal exchange on which shares of the Common Stock are then trading, if any, on the day
previous to such date, or, if shares were not traded on the day previous to such date, then on the
next preceding trading day during which a sale occurred; or (ii) if such Common Stock is not traded
on an exchange but is quoted on NASDAQ or a successor quotation system, (1) the last sales price
(if the Common Stock is then listed as a National Market Issue under the NASD National Market
System) or (2) the mean between the closing representative bid and asked prices (in all other
cases) for the Common Stock on the day previous to such date as reported by NASDAQ or such
successor quotation system; or (iii) if such Common Stock is not publicly traded on an exchange and
not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked
prices for the Common Stock, on the day previous to such date, as determined in good faith by the
Board; or (iv) if the Common Stock is not publicly traded, the fair market value established by the
Board acting in good faith.



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          j. “Interest-Bearing Subaccount” means an Investment Alternative which is
adjusted no less often than quarterly to reflect hypothetical earnings for the for the period equal
to the lesser of (i) the Barclays Long Term AAA Corporate Bond Yield Average (or the appropriate
successor index) determined as of the first business day of November of the preceding calendar year
or (ii) 120% of the ‘applicable federal long-term rate’ under Section 1274(d) of the Code
determined as of the first business day of November of the preceding calendar year, with
compounding using the rate specified that corresponds most closely to the period of adjustment for
hypothetical earnings.




          k. “Investment Alternatives” means the Interest Bearing Subaccount, the
Deferred Compensation Units Subaccount and other Investment Alternative Subaccounts established
from time to time in the sole discretion of the Board which are used to determine the hypothetical
rate of earnings on the Deferred Compensation Account.




          l. “Plan” means this Third Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan.




          m. “Plan Year” means the calendar year.




ARTICLE II

CONTRIBUTIONS



Section 2.1 Deferred Compensation.




          a. Deferral Election Procedure. With respect to each Plan Year during the
period in which this Plan remains in effect, the Corporation shall credit all of the amount of
future compensation as such Director has elected in writing to defer under the Plan and carried in
the Deferred Compensation Account provided for in Section (the “Deferred Amounts”). An election to
defer shall be made prior to the calendar year for which the compensation so deferred is earned,
and shall be irrevocable with respect to the calendar year to which it applies and shall remain in
effect for future calendar years unless a new election is made by such Director effective with
respect to a calendar year and delivered to the Corporation by the December 31 preceding such
calendar year, provided, however, that, to the extent necessary for such election or new election
and related deferrals to qualify for the exemption specified by Rule 16b-3 under the Securities
Exchange Act of 1934 as then in effect (“Rule 16b-3”), no such election or new election may be made
less than six months (or such other period as Rule 16b-3 may specify) prior to the first date on
which such deferred compensation would have been paid if no deferral election were made, and such
election or new election shall otherwise comply with any applicable requirements for exemption
under Rule 16b-3. In that regard, a Director may make a new election each year setting forth a
deferral period and permissible form of payment. The crediting of the Deferred Amounts under this
Plan shall be made on the first day of the quarter after the amounts are earned, or such other date
on which such amounts would otherwise have been paid to the Director.





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          b. Deferral Distribution Date Election Changes. A Director may change
the distribution date, subject to the requirements and limitations of this Section 2.1.b. A
Director may change his or her distribution date by notifying the Corporation in accordance with
the rules of the Third Amended Plan. For purposes of this Section 2.1.b., a Director shall be
considered to have made a new deferral distribution date election
 on the date that the Corporation
receives such election. Directors may elect to change the date on which and the form of benefit
under which they are to receive benefits under the Plan in a written election which (i) will not be
effective until 12 months after the date on which the election is made, and (ii) in the case of an
election related to a payment other than a payment on account of death, only if the first payment
with respect to which such election is made is deferred for a period of not less than 5 years from
the date such payment would otherwise have been made.



Section 2.2 Special 409A Transitional Rules. Consistent with the provisions
found in Internal Revenue Service Notice 2005-1, regulations proposed under Section 409A of the
Code, final regulations under Section 409A of the Code, Internal Revenue Service Notice 2007-100,
and Internal Revenue Service Notice 2007-86, Directors, during the period commencing on January 1,
2005 and ending on December 31, 2008, were permitted to make a new payment elections regarding the
distribution date and the form under which benefits under the Plan are to be paid (single lump-sum
payment or five substantially equal annual installments) for benefits under the Plan which election
will override any prior election or any contrary provision of the
Plan. However, a Director could
not in a calendar year change a payment election with respect to payments that the Director would
otherwise receive in that calendar year, or to cause payments that would otherwise have been
payable in a later year to be made in that calendar year. Further, a Director may have, prior to
December 31, 2005, cancelled, in whole or in part, any deferral election applicable to 2005
compensation.




ARTICLE III

ACCOUNTS AND INVESTMENT



Section 3.1 The Deferred Amounts. The Corporation shall establish on its books
the necessary Account to accurately reflect the Corporation’s liability to each Director who has
deferred compensation under the Plan. To each account shall be credited, as applicable, Deferred
Amounts, Dividend Equivalents on the Common Stock, and earnings and losses related to the
Investment Alternatives. The Corporation shall maintain separate
subaccounts for each annual
compensation deferral election in order to accurately reflect the Benefits (as defined in Section
4.1) distributable in a particular distribution year. Payments to the Director under the Plan
shall be debited to the appropriate subaccounts.




          a. Interest-Bearing Account. Compensation which a Director has elected to
defer into an Interest-Bearing Account shall be credited to the Interest-Bearing Account on the
same date that it would otherwise be payable to such Director (the “Deferral Date”). Deferred
Amounts carried in this account shall earn interest from the Deferral Date to the date of payment.




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          b.
Deferred Compensation Units Subaccount. A Director who, with respect to
periods prior to January 1, 2001, had elected to defer compensation into a Deferred Compensation
Units Account shall have the amount of such compensation credited to his or her account as of the
Deferral Date, and such Deferred Amount shall also be converted into a number of Deferred
Compensation Units as of the Deferral Date by dividing the Deferred Amount by the Fair Market Value
of the Corporation’s Common Stock as of the Deferral Date.




          If Deferred Compensation Units exist in a Director’s account on a dividend record date for the
Common Stock, Dividend Equivalents shall be credited to the Director’s account on the corresponding
dividend payment date.




          In the event of any change in the Corporation’s Common Stock outstanding, by reason of any
stock split or dividend, recapitalization, merger, consolidation, combination or exchange of stock
or similar corporate change, such equitable adjustments, if any, by reason of any such change,
shall be made in the number of Deferred Compensation Units credited to each Director’s Deferred
Compensation Units Account.




          c. Transfers Between Investment Alternatives. If and only if
permissible under any applicable provisions of Rule 16b-3 as then in effect without affecting a
director’s disinterested status thereunder, upon advice of counsel, transfers between Investment
Alternatives may be made at any time requested by the Director on a date specified in a notice to
the Corporation.



Section 3.2 Vesting. At all times a Director shall have a 100% nonforfeitable right to
the amounts credited to his or her accounts.




ARTICLE IV

BENEFITS



Section 4.1 After Stated Period or Upon Cessation of Service as Director. The balance
in the Account relating to Deferred Amounts in a Plan Year, including adjustments that continue to
be made pursuant to Article III, shall be paid in cash by the Corporation and the number of shares
of Common Stock equal to the number of Deferred Compensation Units (rounded down to the nearest
whole unit) (the balance in the Account is referred to as the “Benefit”) shall be paid or
distributed, as the case may be, to the Director on the January 1 following the number of deferral
years elected by the Director (either five or ten years after the year for which compensation is
deferred) (for example if a five year deferral election were made, deferral of 1993 compensation
would first be distributed on January 1, 1999) or following the Director’s cessation of service as
Director for any reason other than death (the date of which shall be referred to as the “Date of
Cessation”), in one lump sum or in up to ten substantially equal annual payments, as selected by a
Director. Elections pursuant to this Section shall be made at the same time and in the same manner
as election to defer is made pursuant to Section 2.1. Effective as of January 1, 2006, if a
benefit is payable solely because a Director who is a “specified employee”, within the meaning of
Section 409A of the Code, has “separated from service”, within the meaning of Section 409A of the
Code, no benefits will be paid prior to the date that is six months after the date of



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separation
from service (or, if earlier, the date of death of the Director). Payments to which a
Director would otherwise be entitled during the first six months following the date of separation
from service will be accumulated and paid on the day that is six months after the date of
separation from service.



Section 4.2 Upon Death. In the event of a Director’s death, the Corporation shall pay
the Benefit, or in the event of a Director’s death after commencement of the payment of the Benefit
under Section 4.1, the remaining balance of the Benefit, in one lump sum as soon as practicable
following the death of the Director to the Director’s Beneficiary.



Section 4.3 Change in Control. In the event of (a) any transaction or series of
transactions which within a 12-month period constitute a change of management or control where (i)
at least 51 percent of the then outstanding common shares of the Corporation are (for cash,
property (including, without limitation, stock in any corporation), or indebtedness, or any
combination thereof) redeemed by the Corporation or purchased by any person (s), firm (s) or
entity(ies), or exchanged for shares in any other corporation whether or not affiliated with the
Corporation, or any combination of such redemption, purchase or exchange, or (ii) at least 51
percent of the Corporation’s assets are purchased by any person(s), firm(s) or entity(ies) whether
or not affiliated with the Corporation for cash, property (including, without limitation, stock in
any corporation) or indebtedness or any combination thereof, or (iii) the Corporation is merged or
consolidated with another corporation regardless of whether the Corporation is the survivor (except
any such transaction solely for the purpose of changing the Corporation’s domicile or which does
not change the ultimate beneficial ownership of the equity interests in the Corporation), or (b)
any substantial equivalent of any such redemption, purchase, exchange, change, transaction or
series of transactions, merger or consolidation constituting such change of management or control,
the Corporation shall pay the Benefit to the Director in one lump sum. In the transaction giving
rise to such change of management or control was approved in advance by a majority of the Board of
Directors, payment of the Benefit shall be made at the closing of such transaction. If the
transaction giving rise to the change of management or control was not so approved, payment of the
Benefit shall be made immediately upon the occurrence of the event or transaction giving rise to
the change of management or control. Effective as of January 1, 2006, a “change of management or
control” will have occurred only if, in addition to the requirements set out above, the event
constitutes a change in the ownership or effective control of the Corporation, or in the ownership
of a substantial portion of the assets of the Corporation, within the meaning of guidance issued by
the Secretary of the Treasury under Section 409A of the Code.




ARTICLE V

AMENDMENT, SUSPENSION, OR TERMINATION



Section 5.1 Amendment, Suspension, or Termination. The Board of
Directors may amend, suspend or terminate the Plan, in whole or in pan, at any time and from time
to time by resolution adopted at a regular or special meeting of the Board or Directors, and only
in such manner.




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Section 5.2 No Reduction. No amendment, suspension or termination shall operate
to adversely affect the Benefit otherwise available to a Director if the Director had ceased being
a Director as of the effective date of such amendment, suspension, or termination. Any Benefit
determined as of such date shall continue to be adjusted as provided in Article III and payable as
provided in Article IV.




ARTICLE VI

409A PROVISIONS



Section 6.1
Modification of Payment Terms. Notwithstanding any other provision in
this Plan, to the extent any amounts payable under this Plan (i) are subject to Section 409A of the
Code, and (ii) the time or form of payment of those amounts would not be in compliance with Section
409A of the Code, then, to the extent possible, payment of those amounts will be made at such time
and in such a manner that payment will be in compliance with Section 409A of the Code. If the time
or form of payment cannot be modified in such a way as to be in compliance with Section 409A of the
Code, then the payment will be made as otherwise provided in this Plan, disregarding the provisions
of this Section 6.1. All terms of this Plan which are undefined or ambiguous must be interpreted in
a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of
the Code.



Section 6.2 No Tax Liability. Benefits under the Plan are intended to comply with the
rules of Section 409A of the Code and will be construed accordingly. The Corporation will not be
liable to any Director or Beneficiary for any adverse tax consequences imposed under Section
 409A of the Code.




ARTICLE VII

MISCELLANEOUS PROVISIONS



Section 7.1 Beneficiary. “Beneficiary” shall mean any one or more persons,
corporation, trusts, estates, or any combination thereof, last designated by a Director to receive
the Benefit provided under this Plan. Any designation made hereunder shall be revocable, shall be
in written instrument or other manner containing the necessary information, and shall be effective
when received by the Corporation at its principal office. If the Corporation, in its sole
discretion, determines that there is not a valid designation, the Beneficiary shall be the executor
or administrator of the Director’s estate.



Section 7.2 Nonassignability. The interest of any person under this Plan (other than
the Corporation) shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, attachment or encumbrance, or to the claims of creditors of such person, and
any attempt to effectuate any such actions shall be void.



Section 7.3 Interest of Director. The Director and any Beneficiary shall, in respect
to accounts and any Benefit to be paid, shall be and remain simply a general unsecured creditor of
the Corporation in the same manner as any other creditor having a general claim for






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compensation, if and when the Director’s or Beneficiary’s rights to receive payments shall
mature and become payable. At no time shall the Director be deemed to have any right, title or
interest, legal or equitable, in any asset of the Corporation, including, but not limited to, any
Common Stock or investments which represent amounts credited to the Investment Alternatives.



Section 7.4 Withholding. The Corporation shall have the right to deduct or withhold
from the Benefits paid under this Plan or otherwise all taxes which may be required to be deducted
or withheld under any provision of law (including, but not limited to, Social Security payments,
income tax withholding and any other deduction or withholding required by law) now in effect or
which may become effective any time during the term of this Plan.



Section 7.5 Funding. This Plan shall not be a funded plan. The Corporation shall not
set aside any funds, or make any investments or set aside Common Stock, for the specific purpose of
making payments under the Plan. All Benefits paid under the Plan shall be paid from the general
assets of the Corporation. Benefits payable under the Plan may be reflected on the accounting
records of the Corporation, but such accounting shall not be construed to create or require the
creation of a trust, custodial or escrow account.



Section 7.6
Exclusivity of Plan. This Plan is intended solely for the purpose of
deferring compensation to the Directors to the mutual advantage of the parties. Nothing contained
in this Plan shall in any way affect or interfere with the right of a Director to participate in
any other benefit plan in which he or she may be entitled to participate.



Section 7.7 No Right to Continued Service. This Plan shall not confer any right to
continued service on a Director.



Section 7.8 Notice. Each notice and other communication to be given pursuant to this
Plan shall be in writing and shall be deemed given only when (a) delivered by hand, (b) transmitted
by telex or telecopier (provided that a copy is sent at approximately the same time by registered
or certified mail, return receipt requested), (c) received by the addressee, if sent by registered
or certified mail, return receipt requested, or by Express Mail, Federal Express or other overnight
delivery service, to the Corporation at its principal office and to a Director at the last known
address of such Director (or to such other address or telecopier number as a party may specify by
notice given to the other party pursuant to this Section).



Section 7.9 Claims Procedures. If a Director or the Director’s Beneficiary does not
receive benefits to which he or she believes he or she is entitled, such person may file a claim in
writing with the Corporation. The Corporation shall establish a claims procedure under which:




          a. the Corporation shall be required to provide adequate notice in writing to the
Director or the Beneficiary whose claim for benefits has been denied, setting forth specific
reasons for such denial, written in a manner calculated to be understood by the Director or the
Beneficiary, and



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          b. the Corporation shall afford a reasonable opportunity to the Director or the
Beneficiary whose claim for Benefits has been denied for a full and fair review by the Corporation
of the decision denying the claim.



Section 7.10 Illinois Law Controlling. This Plan shall be construed in accordance with
the laws of the State of Illinois.



Section 7.11 Binding on Successors. This Plan shall be binding upon the Directors and
the Corporation, their heirs, successors, legal representatives and assigns.




 *  *  *  * 




          EXECUTED by an authorized officer of IDEX Corporation as of the 31st day of December,
2010.




	 	 	 	 	 	 	 

	 	 	IDEX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Frank J. Notaro
 

Frank J. Notaro
	 	 
	 

	 	 	 	Vice President — General Counsel and Secretary	 	 







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