Exhibit 10.1
TRANSITION SERVICES AND SEPARATION AGREEMENT
FOR AND IN CONSIDERATION of the mutual promises, covenants, and agreements made
by and between Kevin G. Hostetler ("Executive", a term which includes himself
and all assigns, heirs, and successors in interest) and IDEX Services
Corporation ("Company", a term that includes IDEX Services Corporation, its
parent, IDEX Corporation ("IDEX"), and their subsidiaries, or affiliated
companies, as well as the officers, directors, shareholders, employees, agents,
attorneys and contractors of each), Executive and Company hereby enter into this
Transition Services and Separation Agreement (the "Agreement") to be effective
on the later of the date this Agreement is executed by Executive or the date
this Agreement is executed by Company (the "Effective Date"):
1. TRANSITION SERVICES. THE COMPANY DESIRES TO TRANSITION EXECUTIVE'S JOB DUTIES
TO OTHER INDIVIDUALS AND DESIRES THAT THE EXECUTIVE ASSIST IN THE ORDERLY
TRANSITION OF EXECUTIVE'S DUTIES AND THE EXECUTIVE IS WILLING TO PERFORM HIS
DUTIES TO ASSIST IN SUCH TRANSITION. EXECUTIVE UNDERSTANDS THAT HE WILL PERFORM
THOSE DUTIES AND ASSIST IN TRANSITION OF PREVIOUSLY HELD DUTIES AS DIRECTED BY
THE CHIEF EXECUTIVE OFFICER OF IDEX. AS FURTHER DESCRIBED BELOW, EXECUTIVE SHALL
REMAIN AN EMPLOYEE OF COMPANY AND IS BEING RETAINED AS AN EMPLOYEE DURING THE
PERIOD FROM THE EFFECTIVE DATE THROUGH THE TERMINATION DATE (AS DEFINED BELOW)
(THE "PERIOD OF EMPLOYMENT") TO PROVIDE SERVICES AS MAY BE REQUESTED BY THE
CHIEF EXECUTIVE OFFICER OF IDEX CORPORATION. IT IS FURTHER UNDERSTOOD THAT THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND PERIOD OF EMPLOYMENT WILL END ON THE
CLOSE OF BUSINESS ON THE TERMINATION DATE WHEREUPON ALL PAYMENTS, BENEFITS AND
PRIVILEGES RELATED TO EMPLOYMENT SHALL CEASE, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT. THE "TERMINATION DATE" SHALL BE APRIL 8, 2012. EXECUTIVE HEREBY
CONFIRMS HIS RESIGNATION EFFECTIVE AS OF THE CLOSE OF BUSINESS ON THE
TERMINATION DATE FROM, AND HIS RELINQUISHMENT, EFFECTIVE AS OF THE CLOSE OF
BUSINESS ON THE EFFECTIVE DATE, OF ALL, DIRECTOR, MANAGER, OFFICER AND OTHER
ELECTED AND APPOINTED POSITIONS HE MAY HAVE HELD WITH THE COMPANY OR ANY OF ITS
SEGMENTS, DIVISIONS, GROUPS OR UNITS AS OF SUCH DATE. EXECUTIVE AND THE COMPANY
SHALL MUTUALLY AGREE AS TO THE TEXT OF ANY ANNOUNCEMENT AND FORM 8-K RELATED TO
HIS SEPARATION FROM THE COMPANY.
2. ADEQUACY OF CONSIDERATION. FOR AND IN CONSIDERATION OF THE BENEFITS OUTLINED
IN SECTION 3 AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES ACKNOWLEDGE
THE ADEQUACY OF THE CONSIDERATION PROVIDED HEREIN BY EACH TO THE OTHER, THAT
THIS IS A LEGALLY BINDING DOCUMENT, AND THAT THEY INTEND TO COMPLY WITH AND BE
FAITHFUL TO ITS TERMS.
3. CONSIDERATION TO EXECUTIVE. IN CONSIDERATION FOR THE PROMISES OF EXECUTIVE
SET FORTH HEREIN AND PROVIDED THAT THE EXECUTIVE DOES NOT BREACH THIS AGREEMENT,
THE COMPANY AGREES TO:
(a) CONTINUE THE EXECUTIVE ON THE COMPANY'S PAYROLL DURING THE PERIOD OF
EMPLOYMENT AT A BIWEEKLY PAY RATE OF FIFTEEN THOUSAND NINE HUNDRED SIXTY-ONE
DOLLARS AND 54/100 ($15,961.54). PAYMENTS WILL BE REDUCED BY ALL STATUTORILY
REQUIRED DEDUCTIONS AND ANY EXECUTIVE AUTHORIZED DEDUCTIONS.