8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 17, 2010

Gardner Denver, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13215	76-0419383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1800 Gardner Expressway Quincy, Illinois	62305
(Address of principal executive offices)	(Zip Code)

(217) 222-5400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On September 20, 2010, Gardner Denver, Inc. (the “Company”) announced the appointment of Michael M. Larsen as the Company’s Vice President and Chief Financial Officer effective as of October 11, 2010. Mr. Larsen succeeds Helen W. Cornell, who previously announced her intention to retire from the Company. Mrs. Cornell will remain with the Company as Executive Vice President through November 2010 to provide transitional support to Mr. Larsen.

     Mr. Larsen, age 41, has served as the Chief Financial Officer of GE Water & Process Technologies since 2009. From 2007 to 2009, Mr. Larsen served as the Manager, Finance, Parts & Repair Services of GE Energy Services. From 2005 to 2007, Mr. Larsen served as Manager, Financial Planning and Analysis of GE Industrial. Mr. Larsen currently resides in the greater Philadelphia metropolitan area.

     In connection with Mr. Larsen’s appointment, Mr. Larsen and the Company entered into an offer letter effective September 17, 2010 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Larsen’s compensation will include: (i) an annual base salary of $450,000; (ii) a target annual cash bonus of 60% of his base salary (with a maximum payout of 120% of the annual incentive target) subject to the Company’s achievement of performance goals established by the Management Development and Compensation Committee of the Board of Directors each year under the Company’s Executive Annual Bonus Plan; (iii) eligibility for cash and equity awards under the Company’s Long-Term Incentive Plan, as amended and restated; (iv) a special one-time award of 7,100 stock options, which (A) have an exercise price equal to the Company’s closing stock price on October 11, 2010 or Mr. Larsen’s first day of employment with the Company, whichever is later, and (B) vest in three equal annual installments commencing on the one-year anniversary of the grant date; (v) a special one-time award of 2,400 restricted stock units, which vest on the third anniversary of the grant date; (vi) a special one-time sign-on bonus of $100,000; (vii) participation in the Company’s Retirement Savings Plan and Supplemental Excess Defined Contribution Plan, which includes certain Company matching contributions under such plans; (viii) participation in the Company’s Long-Term Care Insurance Program for Executives; (ix) other executive benefits including annual tax planning and tax return preparation services, estate planning services (every five years), executive retirement planning, annual executive physical examinations, executive long-term disability insurance, Company matching of charitable donations of up to $2,500 annually; (x) a severance package if Mr. Larsen is involuntarily terminated for any reason other than for cause on or before the two-year anniversary of his date of hire, which includes (A) a cash severance payment equal to two times the sum of his base salary and bonus, (B) the continuation of medical, dental, and life insurance benefits for one year, and (C) outplacement services for up to one year; and (xi) other benefits generally available to Company employees including medical, dental, life insurance, and disability insurance.

     Under the terms of the Offer Letter, Mr. Larsen’s minimum bonus for 2010 will be $140,000, which is the estimated bonus he will no longer receive as a result of his resignation from his previous employer.

     In connection with Mr. Larsen’s appointment, he will enter into the Company’s forms of Executive Change in Control Agreement and Indemnification Agreement. Under the terms of the Executive Change in Control Agreement, if Mr. Larsen’s employment is terminated within the 24-month period following a change in control of the Company by (i) the Company for any reason other than for cause or (ii) Mr. Larsen for good reason, then Mr. Larsen will generally be entitled (A) to a cash severance payment equal to two times the sum of his base salary and bonus amount; (B) to the extent not included in his accrued compensation, to a pro-rata bonus amount for the year of termination, based on his bonus amount; and (C) to the continuation of medical, dental, and life insurance benefits for two years. The terms of the Indemnification Agreement generally provide that the Company will indemnify Mr. Larsen to the fullest extent permitted by law against any expenses, judgments, and settlements arising from or relating to his service as a director or executive officer of the Company.

     There is no arrangement or understanding between Mr. Larsen and any other person pursuant to which Mr. Larsen was appointed as Vice President and Chief Financial Officer of the Company. There are no related person transactions between the Company and Mr. Larsen reportable under Item 404(a) of Regulation S-K and Mr. Larsen does not have any family relationships with any director or executive officer of the Company.

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     The foregoing summary of the Offer Letter and forms of the Executive Change in Control Agreement and Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the Offer Letter and forms of Executive Change in Control Agreement and Indemnification Agreement, which are filed hereto as Exhibit 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.

     A copy of the Press Release announcing Mr. Larsen’s appointment as the Company’s Vice President and Chief Financial Officer is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Offer Letter of Michael M. Larsen, effective September 17, 2010
10.2	Form of Executive Change in Control Agreement
10.3	Form of Indemnification Agreement
99.1	Gardner Denver, Inc. Press Release dated September 20, 2010

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GARDNER DENVER, INC.
Date: September 23, 2010	By:	/s/ Brent A. Walters
		Brent A. Walters
		Vice President, General Counsel, Chief Compliance Officer & Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1*	Offer Letter of Michael M. Larsen, effective September 17, 2010
10.2	Form of Executive Change in Control Agreement, filed as Exhibit 10.4 to Gardner Denver, Inc.’s Current Report on Form 8-K, filed November 10, 2008, and incorporated herein by reference
10.3	Form of Indemnification Agreement, filed as Exhibit 10.4 to Gardner Denver, Inc.’s Annual Report on Form 10-K, filed March 28, 2002, and incorporated herein by reference
99.1*	Gardner Denver, Inc. Press Release dated September 20, 2010

* Filed Herewith

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EX-10.1

Exhibit 10.1

September 15, 2010

Mr. Michael M. Larsen
1527 Willowbrook Lane
Villanova, Pennsylvania 19085

Dear Mr. Larsen;

This will serve to confirm our recent discussion regarding our offer to you to join Gardner Denver, Inc. as Vice President and Chief Financial Officer reporting directly to me and located at Gardner Denver’s new headquarters in the greater Philadelphia area. This offer is contingent on successful completion of a background check and acceptable results from a pre-employment drug screen. Specifically please note the following:

1.	Salary. Your annual base salary will be $450,000.
2.	Executive Annual Bonus Incentive Program. You will be eligible to participate in the Gardner Denver, Inc. Executive Annual Bonus Incentive Program, subject to the terms and conditions of the program. Your target annual incentive is 60% of your base salary. Your annual incentive payout may range from 0% to 200% (max of 120%) of your annual incentive target. Your award for the 2010 plan year will be prorated based on your start date. A minimum amount of $140,000 will be awarded to you during March 2011 based on the 2010 bonus estimate you will no longer receive as a result of your resignation from General Electric.
	The specific performance objectives and measures for your annual incentive will be defined and reviewed each year and your annual incentive awards will be calculated, approved and paid after financial results have been finalized and the awards have been approved by the Board of Directors.
3.	Long Term Cash Bonus Plan (LTCB). In addition, the Compensation Committee instituted a long-term cash bonus plan in 2001, which is based on a rolling three (3) year earnings before tax (EBT) performance of the Company’s businesses. Your target long-term bonus opportunity will be 55% of base salary (with a maximum payout of 110% of base salary).
	Your participation in the Long Term Cash Bonus Plan is based on your employment with Gardner Denver. You will have one full year employment participation in 2011, which is 1/3rd participation in the 2009 — 2011 LTCB plan, which will result in a 1/3rd payout of the plan in March 2012. You will have two full years employment participation in 2011 and 2012, which is 2/3rds participation in the 2010 — 2012 LTCB plan, which will result in a 2/3rds payout of the plan in March 2013. And then you will have three full years employment participation in 2011, 2012 and 2013, which is 3/3rds participation in the 2011 — 2013 LTCB plan, which will result in a 3/3rds or 100% payout of the plan in March 2014.

Note that your plan participation (1/3, 2/3, 3/3rds) does not guarantee a payout and that achievement of the plan results drive the actual payouts which can result in no payout, below or above target payouts.

Gardner Denver, Inc. 1800 Gardner Expressway Quincy, IL 62305 217 222 5400 fax 217 223 5897

M Larsen Final Offer Letter 9-15-2010

Note that the specifics of both of the Gardner Denver bonus plans (Executive Annual Bonus Incentive Program and the Long Term Cash Bonus Plan) are determined by the Management Development and Compensation Committee of the Board of Directors (the “Compensation Committee”) on an annual basis. The criteria for achieving the annual bonus will be determined by the Compensation Committee, in its sole discretion, at its annual first quarter meeting (normally in February) and bonuses will be awarded following that meeting within a two to three week period depending on the payroll processing cycle.

4.	Equity Incentive Plan. Annually, you will be eligible to receive a restricted stock (or restricted stock unit) and stock option grant pursuant to the Company’s Long-Term Incentive Plan. Historically, these grants are determined by the Compensation Committee at it’s annual first quarter meeting (normally in February) and the Company’s stock options are granted with a strike price equal to the market close on the date of the Compensation Committee’s approval of the grant. Stock option grants vest over a three (3) year period in three (3) equal increments and are exercisable for seven (7) years. The Company’s restricted stock units vest at the end of three (3) years.
5.	Special Restricted Stock Unit Grant. In order to bridge your transition from your current employer to Gardner Denver, you will receive a special one-time award of 2,400 restricted stock units that will be granted at the market close price on October 11, 2010 or your first day of employment, whichever is later.
6.	Special Stock Options Grant. In order to bridge your transition from your current employer to Gardner Denver, you will receive a special one-time award of 7,100 stock options that will be granted at the strike price at the market close price on October 11, 2010 or your first day of employment, whichever is later.
	Note, the above restricted stock units and stock options grants will have the same vesting and forfeiture requirements as other annual grants.
7.	Change in Control. As an executive of the Company, you will receive a Change in Control Agreement. This Agreement addresses adverse changes that may occur with respect to your terms and conditions of employment, including position, location, compensation and benefits, following a change of control. If, during the 24-month period following a change in control, the Company terminates your employment other than for cause, or you terminate for a good reason (i.e., relating to material changes in position, location, compensation and/or benefits), you will receive payments consistent with the prevailing Change in Control Agreement. Generally, per the current agreement at the time of this offer, you would be entitled to receive:

• Cash payment of severance of two (2) times the sum of your base salary and bonus amount

• To the extent not included in the executives accrued compensation, the Company will pay a pro-rata bonus amount for the year of termination, based on the executives bonus amount and

Gardner Denver, Inc. 1800 Gardner Expressway Quincy, IL 62305 217 222 5400 fax 217 223 5897

M Larsen Final Offer Letter 9-15-2010

• The Company will pay for the continuation of medical, dental and life insurance benefits for two (2) years.

	The Executive Change in Control Agreement will be provided to you for complete review.
	You will also receive an Indemnification Agreement to protect you from potential claims made against you in your capacity as an executive of the Company.
8.	Sign on Bonus. You will be eligible to receive a one-time sign on bonus in the amount of $100,000 less applicable taxes and withholding. This payment will be made to you with your regularly scheduled paycheck as soon as practicable after your start date. Should you voluntarily terminate your employment or be involuntarily terminated for cause, (violation of code of conduct), from the Company within eighteen (18) months of your date of hire, you will be required to repay the sign-on bonus payment in full.
9.	Executive Agreements.
	As part of this offer you will receive a severance plan agreement with the following provisions;

a.	lump sum severance payment equal to two times the sum of your annual base salary and executive annual bonus at full target
b.	12 months of paid COBRA for Health and Welfare benefits at the coverage level prior to your termination
c.	outplacement services for up to 12 months
d.	with the following general terms and conditions (agreement will have full T&C’s);

i.	the agreement stipulates that you will receive the severance benefits only if you are involuntarily terminated for other than for cause
ii.	subject to other standard terms and conditions for the Company’s severance packages including but not limited to waiver and release and non-disclosure agreements, and
iii.	the severance agreement will expire after your second year of employment (day of your second anniversary of date of hire).

10.

Retirement Plans. As an executive of Gardner Denver, you will be eligible to participate in the Company’s Retirement Savings Plan and Supplemental Excess Defined Contribution Plan.

The Company’s Retirement Savings Plan is a tax-qualified 401(k) retirement savings plan. You will be eligible to contribute from 1% to 100% of compensation tax deferred to this plan up to the IRS limit (2010 = $16,500 pre-tax limit plus $5,500 pre-tax catch-up if age 50 or older). The Company matches the first 3% of employee contributions $1 for each $1 and the second 3% of employee contributions $.50 for each $1. The Company match is contributed in the form of our common stock, but you will have the right to diversify out of Company common stock into other fund alternatives, subject to applicable securities law requirements. You will also receive a non-elective Company contribution equal to 4% of compensation up to the Social Security wage limit (2010 = $106,800) base plus 8% of compensation that exceeds the Social Security wage base up to the IRS limit (2010 =

Gardner Denver, Inc. 1800 Gardner Expressway Quincy, IL 62305 217 222 5400 fax 217 223 5897

M Larsen Final Offer Letter 9-15-2010

	$245,000). All employee and company matching contributions are fully vested immediately and the non-elective company contribution becomes fully vested after three (3) years of employment.
	In addition to the Retirement Savings Plan, you will be eligible to participate in the Supplemental Excess Defined Contribution Plan. The Supplemental Plan provides you the opportunity to continue to be credited with contributions on a pre-tax basis beyond the IRS limits that apply to the Gardner Denver Retirement Savings Plan. The Company matching contributions in this Plan are made at the same rate as in the Retirement Savings plan described above. You will also receive a non-elective Company contribution equal to 12% of compensation that exceeds the IRS limit (2010 = $245,000). All employee and Company matching contributions are fully vested immediately and the non-elective company contribution becomes fully vested after three (3) years of employment.
11.	Long-Term Care Insurance Program. The Compensation Committee adopted a Long-Term Care Insurance program for Executives in 2004. The Company will pay for your premium payments under this Program for ten (10) years. It provides lifetime benefit protection of $300 per day and increases each year after 2005 at the lesser of the CPI or 5%.
12.	Additional Executive Benefits. As an executive of Gardner Denver, you will also be eligible for the following benefits: (a) annual tax planning and tax return preparation services by an external financial planning services company, (currently Rubin Brown); (b) estate planning services (every five (5) years); (c) executive retirement planning in connection with your retirement from Gardner Denver; (d) required annual executive physical examinations; (e) executive long-term disability insurance; and (f) participation in the charitable donations matching gifts program that matches your charitable donations up to $2,500 annually.
13.	Health and Medical Insurance Coverage. You will also be eligible for other benefits coverage including medical, dental, and life insurance and disability. A brief summary of these benefit programs will be provided to you. Gardner Denver Benefits plan coverage year begins on April 1st and ends on March 31st.
14.	Vacation. You will be eligible for four (4) weeks of vacation per year.
15.	Start Date: Your start date will be October 11th 2010 or earlier.

Gardner Denver, Inc. 1800 Gardner Expressway Quincy, IL 62305 217 222 5400 fax 217 223 5897

M Larsen Final Offer Letter 9-15-2010

Michael, I am very excited by the prospect of your acceptance of this offer to become a part of the Gardner Denver team. Clearly, you can make a positive contribution to our goal of growing the Company into a larger and more profitable organization. Please acknowledge your acceptance of this offer by signing and dating this letter on the space provided below and faxing it back to Armando L. Castorena, Vice President Human Resources at (217) 223-5897 or email a pdf of the signed offer letter to armando.castorena@gardnerdenver.com

If you have any questions regarding any of the matters described in this letter, please do not hesitate to contact me.

Sincerely,
/s/ Barry L. Pennypacker Barry L. Pennypacker
President & Chief Executive Officer
I have read and accept this offer of employment and agree to the terms and conditions.
ACCEPTED AND AGREED:
/s/ Michael M. Larsen
Michael M. Larsen
Date:	9/17/10

Gardner Denver, Inc. 1800 Gardner Expressway Quincy, IL 62305 217 222 5400 fax 217 223 5897

M Larsen Final Offer Letter 9-15-2010

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
September 20, 2010	Contact: Helen W. Cornell
	Executive Vice President, Finance and CFO
	(217) 228-8209

GARDNER DENVER, INC. ANNOUNCES APPOINTMENT OF CHIEF FINANCIAL OFFICER

QUINCY, IL September 20, 2010 – Gardner Denver, Inc. (NYSE: GDI) today announced the appointment of Michael M. Larsen as Vice President and Chief Financial Officer, effective October 11, 2010. Mr. Larsen succeeds Helen W. Cornell, who has served in this capacity since 2004 and previously advised the Company of her intention to retire to enable her to increase her involvement in family business matters. Mrs. Cornell will remain with the Company during a transition period, which is expected to be completed in November 2010.

Prior to joining Gardner Denver, Mr. Larsen was Chief Financial Officer, General Electric (GE) Water & Process Technologies, a global organization with revenues of approximately $2 billion and 7,500 employees. His previous experience includes more than 15 years with General Electric Company (NYSE:GE), where he served in a variety of financial leadership roles in GE Plastics, GE Industrial, GE Energy Services and GE Power & Water. He joined GE’s European Healthcare organization in Paris, France in 1995 and served on GE’s Corporate Audit staff for six years. Additionally, Mr. Larsen worked in the banking industry in Denmark and Luxembourg during the early years of his career.

Mr. Larsen received a Bachelor of Arts degree in International Economics from the American University of Paris and MBA’s from Columbia University and London Business School.

“I am very pleased that Michael has decided to join Gardner Denver,” said Barry L. Pennypacker, Gardner Denver’s President and Chief Executive Officer. “He brings a breadth of financial expertise that has been accumulated during his career at GE and will provide a global perspective in his financial leadership of our organization as we make acquisitions, drive organic growth and continue our journey to operational excellence through ‘The Gardner Denver Way.’ I want to personally thank Helen for her commitment to making Gardner Denver a better company every day, and wish her all the best in her future endeavors.”

“I am excited to be joining Gardner Denver,” said Mr. Larsen. “I am looking forward to contributing with the aim of growing the Company into a larger, more profitable organization.”

Gardner Denver, Inc., with 2009 revenues of approximately $1.8 billion, is a leading worldwide manufacturer of highly engineered products, including compressors, liquid ring pumps and blowers for various industrial, medical, environmental, transportation and process applications, pumps used in the petroleum and industrial market segments and other fluid transfer equipment, such as loading arms and dry break couplers, serving chemical, petroleum and food industries. Gardner Denver’s news releases are available by visiting the Investors section on the Company’s website (www.GardnerDenver.com).

Cautionary Statement Regarding Forward-Looking Statements

All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. The actual future performance of the Company could differ materially from such statements. Risks that could cause results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2009, and its subsequent quarterly reports on Form 10-Q. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.

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