8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)
November 3, 2008

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))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 7.01 Regulation FD Disclosure.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-99.1
EX-99.2

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

          (b) Departure of Certain Officers.

          Mr. Richard C. Steber, Vice President & General Manager, Engineered Products Division, has advised Gardner Denver, Inc. (“Company”) of his intention to retire effective January 2, 2009.

          (e) Compensatory Arrangements of Certain Officers.

          Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated (“Incentive Plan”).

          On November 3, 2008, the Company’s Board of Directors approved the amendment and/or restatement of its Incentive Plan, in which the Company’s named executive officers participate, effective November 3, 2008. The approved Incentive Plan, filed as Exhibit 10.1 to this Report on Form 8-K and incorporated by reference herein, effected the following changes: (1) revised the legal term from “Change of Control” to “Change in Control” and modified the definition to be consistent with the Company’s change in control agreements and Annual Executive Bonus Plan, As Amended and Restated (“Bonus Plan”); (2) modified the right to payment in the event of a “Change in Control”; (3) revised the payment terms to ensure compliance with Section 409A of the Internal Revenue Code (“Section 409A”); and (4) added an interpretation and savings clause which requires the Incentive Plan to be interpreted consistent with the terms of Section 162(m) of the Internal Revenue Code (“Section 162(m)”) and Section 409A.

          On November 3, 2008, the Company’s Management Development and Compensation Committee (“Compensation Committee”) approved the form of the long-term cash bonus agreement (“LTCB Agreement”), filed as Exhibit 10.2 to this Form 8-Kand incorporated by reference herein. In addition to the changes made to incorporate the updated provisions of the Incentive Plan, the form LTCB Agreement was also revised to (1) add a clawback provision that confers full discretion to the Compensation Committee to require an employee to forfeit a bonus should the employee violate the non-compete, non-solicitation and non-disclosure clauses of the LTCB Agreement; and (2) add a clawback provision that confers full discretion to the Compensation Committee to recover an award in the event of a restatement of earnings within 12 months of receiving a bonus.

          Gardner Denver, Inc. Annual Executive Bonus Plan, As Amended and Restated.

          On November 3, 2008, the Company’s Board of Directors also approved the amendment and/or restatement of its Bonus Plan, in which the Company’s named executive officers participate, effective November 3, 2008. The approved Bonus Plan, filed as Exhibit 10.3 to this Report on Form 8-K and incorporated by reference herein, effected the following changes: (1) revised the legal term from “Change of Control” to “Change in Control” and modified the definition to be consistent with the Company’s change in control agreements and Incentive Plan; (2) modified the right to payment in the event of a “Change in Control”; (3) revised the payment terms to ensure compliance with Section 409A; and (4) added an interpretation and savings

clause which requires the Bonus Plan to be interpreted consistent with the terms of Section 162(m) and Section 409A.

          Change in Control Agreements

          On November 3, 2008, the Company’s Compensation Committee approved new forms of the Company’s change in control agreements (“CIC Agreements”), filed as Exhibit 10.4 and 10.5 to this Form 8-K and incorporated by reference herein. The terms of the CIC Agreements are materially consistent with the terms of the previous change in control agreements except as pertains to the following changes:

• Revised the definition of “Bonus Amount” to mean the target annual cash bonus paid or payable to Executive by the Company pursuant to the Bonus Plan for the last full fiscal year ending immediately before Executive’s Notice of Termination;

• Added an In-Kind Benefits Clause to detail the specified time health care benefits would be payable; and

• Added an interpretation and savings clause which requires terms of the CIC Agreements to be interpreted consistent with the terms of Section 162(m) and Section 409A.

The summaries of the changes to the Incentive Plan, LTCB Agreement, Bonus Plan, and CIC Agreements do not purport to be complete and are subject to and qualified in their entirety by reference to the text of the Incentive Plan, LTCB Agreement, Bonus Plans and CIC Agreements, filed as Exhibit 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, to this Report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

          During the week of November 10^th, the Company plans to make a presentation, which includes non-public information, at both the Sidoti & Company, LLC, Fourth Annual Midwest Cash Flow Value Emerging Growth Conference and Robert W, Baird & Co.’s 2008 Industrial Conference, respectively. The Company will also make this presentation to current and potential investors at meetings scheduled during the next several weeks.

          A copy of the presentation is furnished as Exhibit 99.1 to this Current Report and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended. The presentation materials will also be posted in the Investor Information section of the Company’s website, http://www.gardnerdenver.com/ir_presentations.aspx for 30 days after the event.

Item 8.01 Other Events.

          On November 5, 2008, the Company issued a press release (the “Press Release”) announcing that its Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an aggregate of 3,000,000 shares of its common stock, subject to certain restrictions, in the open market or through privately negotiated transactions. The repurchase program replaces the Company’s previous repurchase program announced in

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November 2007 pursuant to which the Company has repurchased all available shares. A copy of the Press Release is furnished herewith as Exhibit 99.2 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated
10.2	Form of Gardner Denver, Inc. Long-Term Cash Bonus Agreement
10.3	Gardner Denver, Inc. Executive Annual Bonus Plan, As Amended and Restated
10.4	Form of Gardner Denver, Inc. Change in Control Agreement
10.5	Form of Gardner Denver, Inc. Change in Control Agreement for our President and Chief Executive Officer and Executive Vice President, Finance and Chief Financial Officer
99.1	Gardner Denver, Inc. investor presentation dated November 2008
99.2	Gardner Denver, Inc. Press Release dated November 5, 2008

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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:   November 7, 2008	By:	/s/ Diana C. Toman
		Diana C. Toman
		Senior Counsel & Corporate Secretary

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EXHIBIT INDEX

Exhibit No.		Description
	10.1	Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated
	10.2	Form of Gardner Denver, Inc. Long-Term Cash Bonus Agreement
	10.3	Gardner Denver, Inc. Executive Annual Bonus Plan, As Amended and Restated
	10.4	Form of Gardner Denver, Inc. Change in Control Agreement
	10.5	Form of Gardner Denver, Inc. Change in Control Agreement for our President and Chief Executive Officer and Executive Vice President, Finance and Chief Financial Officer
	99.1	Gardner Denver, Inc. investor presentation dated November 2008
	99.2	Gardner Denver, Inc. Press Release dated November 5, 2008

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EX-10.1

Exhibit 10.1

GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
As Amended and Restated

1. Purpose

     The purpose of the Gardner Denver, Inc. Long-Term Incentive Plan (the “Plan”) is to promote the long-term financial interests of Gardner Denver, Inc. (the “Company”), including its growth and performance, by encouraging employees of the Company and its subsidiaries to acquire an ownership position in the Company, enhancing the ability of the Company to attract and retain employees of outstanding ability, and providing employees with an interest in the Company parallel to that of the Company’s stockholders.

2. Definitions

     2.1 “Administrative Policies” means the administrative policies and procedures adopted and amended from time to time by the Committee to administer the Plan.

     2.2 “Award” means any form of stock option, stock appreciation right, restricted stock award, restricted stock units performance share or long-term cash bonus granted under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms, conditions, restrictions and limitations, if any, as the Committee may establish by the Award Agreement or otherwise.

     2.3 “Award Agreement” means a written agreement with respect to an Award between the Company and a Participant establishing the terms, conditions, restrictions and limitations applicable to an Award. To the extent an Award Agreement is inconsistent with the terms of the Plan, the Plan shall govern the rights of the Participant thereunder.

     2.4 “Base Salary” means the base salary paid by the Company to the Participant, exclusive of any bonuses, commissions or other actual or imputed income from any Company-provided benefits or perquisites, but prior to any reductions for salary deferred pursuant to any deferred compensation plan or for contributions to a plan qualifying under Section 401(k) of the Code or contributions pursuant to a cafeteria plan under Section 125 of the Code.

     2.5 “Base Salary Factor” means a multiplier expressed as a percentage of the Executive Officer’s Base Salary, as determined by the Committee pursuant to Section 13.3 of the Plan for purposes of calculating an Executive Officer’s Long-Term Cash Bonus.

     2.6 “Board” shall mean the Board of Directors of the Company.

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     2.7 “Business Criteria” means any one, or a combination, of the following: (i) revenues of the Company; (ii) operating income of the Company; (iii) net income of the Company; (iv) earnings per share of the Company’s Common Stock; (v) earnings before taxes of the Company; (vi) the Company’s return on equity; (vii) cash flow of the Company; or (viii) Company stockholder total return.

     2.8 “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 then-outstanding securities of the Company entitled to vote in the election of directors (the “Voting Securities”); 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 2.8(i), 2.8(iii), or 2.8(iv) of this Plan) 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

     (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 Voting 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.

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     A Change in Control has not occurred solely because any person acquired beneficial ownership of 20% or more of the outstanding Voting Securities as a result of the Company’s acquisition of Voting Securities which reduced the number of Voting Securities outstanding and increased the person’s number of shares proportionately owned.

     2.9 “Change in Control Price” means the higher of (i) the Fair Market Value on the date of determination of the Change in Control or (ii) the highest price per share actually paid for the Common Stock in connection with the Change in Control of the Company.

     2.10 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     2.11 “Committee” means the Management Development and Compensation Committee of the Board, or such other committee designated by the Board to administer the Plan, provided that the Committee shall be constituted so as to satisfy any applicable legal requirements, including the requirements of Rule 16b-3 promulgated under the Exchange Act and Section 162(m) of the Code, or any respective successor rule or statute.

     2.12 “Common Stock” means the Common Stock, par value $0.01 per share, of the Company.

     2.13 “Disability” shall mean the “disability” of a person as defined in a then effective long-term disability plan maintained by the Company that covers such person, or if such a plan does not exist at any relevant time, “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code provides that an individual is totally and permanently disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

     2.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     2.15 “Executive Officer” means the Chairman, Chief Executive Officer, President, any Executive Vice President, any Senior Vice President, any senior officer reporting directly to the Chief Executive Officer and any other Vice President or senior executive or officer designated by the Chief Executive Officer.

     2.16 “Fair Market Value” means the market close price of a share of Common Stock as reported on the composite tape for securities listed on the Stock Exchange for the applicable date, provided that if no sales of Common Stock were made on the Stock Exchange on that date, the market close price as reported on the composite tape for the preceding day on which sales of Common Stock were made.

     2.17 “Long-Term Cash Bonus” means a payment in cash of an Executive Officer’s Payment Opportunity.

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     2.18 “Payment Opportunity” means the amount determined pursuant to any bonus formula established by the Committee for an Executive Officer for a given Performance Period pursuant to Section 13.3 of the Plan, taking into account the actual achievement of the relevant Performance Targets and the Executive Officer’s Base Salary Factor.

     2.19 “Performance Period” means a stated period over which the Company’s performance is measured for purposes of Awards under the Plan. The duration of Performance Periods may vary with respect to different types of Awards under the Plan, as determined by the Committee.

     2.20 “Performance Shares” means Awards in the form of shares of Common Stock that may be earned pursuant to the terms set forth in Section 11 of the Plan.

     2.21 “Performance Targets” means the predetermined goal or goals established by the Committee in writing (which may be cumulative or alternative) based upon one, or any combination, of the Business Criteria.

     2.22 “Participant” means an officer or employee of the Company or its subsidiaries who is selected by the Committee to participate in the Plan, and nonemployee directors of the Company to the extent provided in Section 12 hereof.

     2.23 “Stock Exchange” means the composite tape of the New York Stock Exchange (“NYSE”) or, if the Common Stock is no longer included on the NYSE, then such other market price reporting system on which the Common Stock is traded or quoted designated by the Committee after it determines that such other exchange is both reliable and reasonably accessible.

3. Administration

     3.1 The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of a majority of a quorum shall be the acts of the Committee.

     3.2 Subject to the provisions of the Plan, the Committee (i) shall select the Participants, determine the type of Awards to be made to Participants, determine the shares or share units subject to Awards, and (ii) shall have the authority to interpret the Plan, to establish, amend, and rescind any Administrative Policies, to determine the terms and provisions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem desirable to carry it into effect. The determinations of the Committee in the administration of the Plan, as described herein, shall be final and conclusive, provided, however, that no action shall be taken which will prevent the options granted under Section 12 or any Award granted under the Plan from meeting the requirements for exemption from Section 16(b) of the Exchange Act, or subsequent comparable statute, as set forth in Rule 16b-3 of the

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Exchange Act or any subsequent comparable rule; and, provided further, that no action shall be taken which will prevent Awards that are intended to constitute “qualified performance-based compensation,” within the meaning of Section 162(m) of the Code, from doing so.

     3.3 Notwithstanding the powers and authorities of the Committee under the Plan, the Committee shall not permit the repricing of stock options by any method, including by cancellation and reissuance.

     3.4 In order to enable Participants who are foreign nationals or employed outside the United States, or both, to receive Awards under the Plan, the Committee may adopt such amendments, Administrative Policies, subplans and the like as are necessary or advisable, in the opinion of the Committee, to effectuate the purposes of the Plan.

4. Eligibility

     All employees of the Company and its subsidiaries who have demonstrated significant management potential or who have the capacity for contributing in a substantial measure to the successful performance of the Company, as determined by the Committee, are eligible to be Participants in the Plan. Participants may receive one or more Awards under the Plan. Directors of the Corporation other than directors who are employees of the Corporation shall be eligible only to receive stock options, stock appreciation rights, restricted stock and restricted stock units pursuant to Section 12 hereof.

5. Shares Subject to the Plan

     5.1 The aggregate number of shares of Common Stock available for grant of Awards under the Plan shall be that number of shares remaining available for grant under the Plan on the close of business on the date immediately prior to the 2007 Annual Meeting of Stockholders plus 1,500,000, subject to the adjustments provided for in Section 17 hereof. Shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or treasury shares, as the Company may from time to time determine.

     5.2 Subject to adjustment as set forth in Section 17 hereof, the maximum aggregate number of shares of Common Stock that may be granted under the Plan in the form of restricted stock grants shall not exceed 50% of the aggregate shares of Common Stock available under the Plan.

     5.3 Shares of Common Stock subject to an Award that expires unexercised or that is forfeited, terminated or canceled, in whole or in part, or is paid in cash in lieu of Common Stock, shall thereafter again be available for grant under the Plan, except that any such shares attributable to a Restricted Stock Award (as defined in Section 9) shall be counted against the restricted stock limit set forth in Section 5.2 hereof.

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6. Awards

     Awards under the Plan may consist of: stock options (either incentive stock options within the meaning of Section 422 of the Code or nonstatutory stock options), stock appreciation rights, restricted stock grants, restricted stock units, performance shares and long-term cash bonuses; provided that no Participant may be granted Awards during any calendar year with respect thereto in excess of 360,000 shares of Common Stock, subject to the provisions of Section 17. Awards of performance shares, restricted stock and restricted stock units may provide the Participant with dividends or dividend equivalents and voting rights prior to vesting (whether based on a period of time or based on attainment of specified performance conditions). The terms, conditions and restrictions of each Award shall be set forth in an Award Agreement.

7. Stock Options

     7.1 Grants. Awards may be granted in the form of stock options. Stock options may be incentive stock options within the meaning of Section 422 of the Code or nonstatutory stock options (i.e., stock options which are not incentive stock options), or a combination of both, or any particular type of tax advantage option authorized by the Code from time to time. Awards of stock options made to Participants subject to Section 162(m) of the Code are intended to qualify as “qualified performance-based compensation” under Section 162(m) and the provisions of such Awards shall be interpreted in a manner consistent with that intent, to the extent appropriate.

     7.2 Terms and Conditions of Options. An option shall be exercisable in whole or in such installments and at such times and upon such terms as may be determined by the Committee; provided, however, that no stock option shall be exercisable more than ten years after the date of grant thereof. The option exercise price shall be established by the Committee, but such price shall not be less than the Fair Market Value on the date of the stock option’s grant, subject to adjustment as provided in Section 17 hereof.

     7.3 Restrictions Relating to Incentive Stock Options. Stock options issued in the form of incentive stock options shall, in addition to being subject to all applicable terms, conditions, restrictions and limitations established by the Committee, comply with Section 422 of the Code. Incentive stock options shall be granted only to full time employees of the Company and its subsidiaries within the meaning of Section 424 of the Code. The aggregate Fair Market Value (determined as of the date the option is granted) of shares with respect to which incentive stock options are exercisable for the first time by an individual during any calendar year (under this Plan or any other plan of the Company which provides for the granting of incentive stock options) may not exceed $100,000 or such other number as may be applicable under the Code from time to time.

     7.4 Payment. Upon exercise, a Participant may pay the option exercise price of a stock option in cash, shares of Common Stock, stock appreciation rights or a combination of the foregoing, or such other consideration as the Committee may deem appropriate. The Committee shall establish appropriate methods for accepting Common Stock and may impose such

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conditions as it deems appropriate on the use of such Common Stock to exercise a stock option.

     7.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or Administrative Policies (or amendments thereto), establish such other terms, conditions or restrictions, if any, on any stock option award, provided they are consistent with the Plan. The Committee may condition the vesting of stock options on the achievement of financial performance criteria established by the Committee at the time of grant.

8. Stock Appreciation Rights

     8.1 Grants. Awards may be granted in the form of stock appreciation rights (“SARs”). Awards of SARs made to Participants subject to 162(m) of the Code are intended to qualify as “qualified performance-based compensation” under Section 162(m) and the provisions of such Awards shall be interpreted in a manner consistent with that intent, to the extent appropriate. SARs shall entitle the recipient to receive a payment equal to the appreciation in market value of a stated number of shares of Common Stock from the price stated in the Award Agreement to the Fair Market Value on the date of exercise or surrender. An SAR may be granted in tandem with all or a portion of a related stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”); provided, however, that Freestanding SARs shall be granted only to Participants who are foreign nationals or are employed outside of the United States, or both, and as to whom the Committee determines the interests of the Company could not as conveniently be served by the grant of other forms of Awards under the Plan. A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. In the case of SARs granted in tandem with stock options granted prior to the grant of such SARs, the appreciation in value shall be appreciation from the option exercise price of such related stock option to the Fair Market Value on the date of exercise.

     8.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related stock option is exercisable. Upon exercise of a Tandem SAR as to some or all of the shares covered in an Award, the related stock option shall be canceled automatically to the extent of the number of SARs exercised, and such shares shall not thereafter be eligible for grant under Section 5 hereof.

     8.3 Terms and Conditions of Freestanding SARs. Freestanding SARs shall be exercisable in whole or in such installments and at such times as may be determined by the Committee. The base price of a Freestanding SAR shall be determined by the Committee; provided, however, that such price shall not be less than the Fair Market Value on the date of the award of the Freestanding SAR.

     8.4 Deemed Exercise. The Committee may provide that an SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of such SAR, if at such time the SAR by its terms is otherwise exercisable and, if so exercised, would result in a payment to the Participant.

     8.5 Additional Terms and Conditions. The Committee may, by way of the Award

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Agreement or Administrative Policies, determine such other terms, conditions and restrictions, if any, on any SAR Award, provided they are consistent with the Plan.

9. Restricted Stock Awards

     9.1 Grants. Awards may be granted in the form of restricted stock (“Restricted Stock Awards”). Restricted Stock Awards shall be awarded in such numbers and at such times as the Committee shall determine.

     9.2 Award Restrictions. Restricted Stock Awards shall be subject to such terms, conditions or restrictions as the Committee deems appropriate including, but not limited to, restrictions on transferability, requirements of continued employment, achievement of individual performance goals or Performance Targets. The period of vesting and the forfeiture restrictions shall be established by the Committee at the time of grant, except that each restriction period shall not be less than 12 months. To the extent Restricted Awards are subject to Performance Targets, it is intended that all such Restricted Stock Awards granted to Participants subject to Section 162(m) of the Code will qualify as “qualified performance-based compensation” under Section 162(m) and such Awards shall be interpreted in a manner consistent with that intent, to the extent appropriate.

     9.3 Rights as Shareholders. During the period in which any restricted shares of Common Stock are subject to forfeiture restrictions imposed under the preceding paragraph, the Committee may, in its discretion, grant to the Participant to whom such restricted shares have been awarded, all or any of the rights of a shareholder with respect to such shares, including, but not limited to, the right to vote such shares and to receive dividends.

     9.4 Evidence of Award. Any Restricted Stock Award granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book entry registration or issuance of a stock certificate or certificates.

     10. Restricted Stock Units

     10.1 Grants. Awards may be granted in the form of restricted stock units (“Restricted Stock Units”). Restricted Stock Units shall be awarded in such numbers and at such times as the Committee shall determine.

     10.2 Award Restrictions. Restricted Stock Units shall be subject to such terms, conditions or restrictions as the Committee deems appropriate including, but not limited to, restrictions on transferability, requirements of continued employment, achievement of individual performance goals or Performance Targets. The period of vesting and the forfeiture restrictions shall be established by the Committee at the time of grant, except that each restriction period shall not be less than 12 months. To the extent Restricted Units are subject to Performance Targets, it is intended that all such Restricted Stock Units granted to Participants subject to Section 162(m) of the Code will qualify as “qualified performance-based compensation” under Section 162(m) and such Awards shall be interpreted in a manner consistent with that intent, to the extent appropriate.

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     10.3 Rights as Shareholders. During the period in which any Restricted Stock Units are subject to forfeiture restrictions imposed under the preceding paragraph, the Participant to whom such Restricted Stock Units have been awarded, will have no rights of ownership in the Restricted Stock Units or the right to vote them, but the Committee may, at or after the Grant Date authorize the payment of dividend equivalents on such Restricted Stock Units on either a current, deferred or contingent basis, either in cash or additional Common Stock.

     10.4 Evidence of Award. Restricted Stock Units granted under the Plan may be evidenced in such manner as the Committee deems appropriate.

11. Performance Shares

     11.1 Grants. Awards may be granted in the form of shares of Common Stock that are earned only after the attainment of predetermined performance targets during a performance period as established by the Committee (“Performance Shares”).

     11.2 Performance Criteria. The Committee may grant an Award of Performance Shares to Participants as of the first day of each Performance Period established for Performance Shares. Performance Targets will be established at the beginning of each Performance Period. The Committee shall be permitted to make adjustments when determining the attainment of the applicable Performance Targets to reflect extraordinary or nonrecurring items or events, or unusual nonrecurring gains or losses identified in the Company’s financial statements, as long as any such adjustments are made in a manner consistent with Section 162(m) to the extent applicable. Awards of Performance Shares made to Participants subject to Section 162(m) of the Code are intended to qualify under Section 162(m) and provisions of such Awards shall be interpreted in a manner consistent with that intent, to the extent appropriate. At the end of the Performance Period, Performance Shares shall be converted into Common Stock (or cash or a combination of Common Stock and cash, as determined by the Award Agreement) and distributed to Participants based upon such entitlement. Award payments made in cash rather than the issuance of Common Stock shall not, by reason of such payment in cash, result in additional shares being available for reissuance pursuant to Section 5 hereof.

     11.3 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or Administrative Policies, determine the manner of payment of Awards of Performance Shares and other terms, conditions or restrictions, if any, on any Award of Performance Shares, provided they are consistent with the Plan and to the extent applicable, Section 162(m) of the Code.

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12. Directors’ Awards

     12.1 Grants. Awards may be granted to nonemployee directors in the form of stock options (“Director Stock Options”), stock appreciation rights (“Director SARs”), restricted stock (“Director Restricted Stock”), restricted stock units (“Director Restricted Stock Units”) or a combination thereof provided the Awards satisfy the requirements of this Section 12. Subject to Section 17 hereof, on the date following the commencement of the Company’s annual meeting of stockholders each year, the Committee, in its sole discretion, shall determine the Award amount granted to each nonemployee director. All such options shall be nonstatutory stock options. The terms, conditions and restrictions of each Award shall be set forth in an Award Agreement.

     12.2 Award Agreement. Director Stock Options, Director SARs, Director Restricted Stock and Director Restricted Stock Units granted to nonemployee directors shall be evidenced by an Award Agreement in the form of a stock option agreement, stock appreciation agreement, restricted stock agreement, or restricted stock unit agreement, as applicable, dated as of the date of the grant, which agreement shall be in such form, consistent with the terms and requirements of this Section 12, as shall be approved by the Committee from time to time and executed on behalf of the Company by its Chief Executive Officer.

     12.3 Option Exercise Price. The option exercise price of Director Stock Options shall be 100 percent of the Fair Market Value on the date such options are granted. The Committee shall be authorized to compute the price per share on the date of grant. Payment of the option exercise price may be made in cash or in shares of Common Stock or a combination of cash and Common Stock.

     12.4 Terms and Conditions of Director Stock Options. Director Stock Options shall become fully exercisable on the first anniversary of the date of grant and shall terminate upon the expiration of five years from the date of grant. To the extent an option is not otherwise exercisable at the date of the nonemployee director’s retirement under a retirement plan or policy of the Company or at the time a nonemployee director ceases to be a director on account of disability, it shall become fully exercisable upon such retirement or cessation of service as a director due to disability. Upon such retirement or cessation of service due to disability, such options shall be exercisable for a period of five years, subject to the original term thereof. Options not otherwise exercisable at the time of the death of a nonemployee director during service with the Company shall become fully exercisable upon his death. Upon the death of a nonemployee director while in service as a director or within the five-year period during which the options are exercisable following the retirement or disability of a nonemployee director, such options shall remain exercisable (subject to the original term of the option) for a period of one year after the date of death. To the extent an option is exercisable on the date a director ceases to be a director (other than by reason of disability, death or retirement), the option shall continue to be exercisable (subject to the original term of the option) for a period of 90 days thereafter.

     12.5 Director SAR Grants. Director SARs shall entitle the recipient to receive a payment equal to the appreciation in market value of a stated number of shares of Common Stock from the price stated in the Award Agreement to the Fair Market Value on the date of

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exercise or surrender. A Director SAR may be granted in tandem with all or a portion of a related stock option under the Plan (“Director Tandem SARs”) and may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. In the case of Director SARs granted in tandem with stock options granted prior to the grant of such Director SARs, the appreciation in value shall be appreciation from the option exercise price of such related stock option to the Fair Market Value on the date of exercise.

     12.6 Terms and Conditions of Director Tandem SARs. A Director Tandem SAR shall be exercisable to the extent, and only to the extent, that the related stock option is exercisable. Upon exercise of a Director Tandem SAR as to some or all of the shares covered in an Award, the related stock option shall be canceled automatically to the extent of the number of Director SARs exercised, and such shares shall not thereafter be eligible for grant under Section 5 hereof.

     12.7 Deemed Exercise. The Committee may provide that a Director SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of such Director SAR, if at such time the Director SAR by its terms is otherwise exercisable and, if so exercised, would result in a payment to the director.

     12.8 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or Administrative Policies, determine such other terms, conditions and restrictions, if any, on any Director SAR Award, provided they are consistent with the Plan.

     12.9 Award Restrictions. Director Restricted Stock and Director Restricted Stock Units awards shall be subject to such terms, conditions or restrictions as the Committee deems appropriate including, but not limited to, restrictions on transferability or requirements of continued service as a nonemployee director. The period of vesting and the forfeiture restrictions shall be established by the Committee at the time of grant, except that each restriction period shall not be less than 12 months.

     12.10 Rights as Shareholders. During the period in which any Director Restricted Stock is subject to forfeiture restrictions imposed under the preceding paragraph, the Committee may, in its discretion, grant to the Participant to whom such restricted shares have been awarded, all or any of the rights of a shareholder with respect to such shares, including, but not limited to, the right to vote such shares and to receive dividends. During the period in which any Restricted Stock Units are subject to forfeiture restrictions imposed under the preceding paragraph, the Participant to whom such Restricted Stock Units have been awarded, will have no rights of ownership in the Restricted Stock Units or the right to vote them, but the Committee may, at or after the Grant Date authorize the payment of dividend equivalents on such Restricted Stock Units on either a current, deferred or contingent basis, either in cash or additional Common Stock.

     12.11 Evidence of Award. Any Director Restricted Stock Award or any Director Restricted Stock Units granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book entry registration or issuance of a stock certificate or certificates for Director Restricted Stock Awards.

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     12.12 Transferability. Except as provided in Section 16 hereof, no option, stock appreciation right, restricted stock or restricted stock units shall be transferable by a nonemployee director except by will or the laws of descent and distribution, and during the director’s lifetime options may be exercised only by him or his legal representative.

     12.13 Change in Control. In the event of a Change in Control, the provisions provided in Section 21 will apply to all Awards granted to nonemployee directors.

13. Long-Term Cash Bonus

     13.1 Eligibility. Only Executive Officers shall be eligible to receive a Long-Term Cash Bonus. Not later than ninety (90) days after the commencement of a Performance Period, the Committee shall select the Executive Officers eligible to receive a Long-Term Cash Bonus for the Performance Period. Each Executive Officer participating in a Performance Period shall be eligible to receive a Long-Term Cash Bonus upon completion of a Performance Period only if Executive Officer is still employed by the Company upon the last day of such Performance Period, provided, however, that the Committee shall have the discretion to grant eligibility to the Executive Officer in its discretion, notwithstanding the fact that the Executive Officer is not still employed by the Company at such point.

     13.2 Performance Target(s); Business Criteria; Base Salary Factors. The applicable Business Criteria and Performance Targets for a given Performance Period shall be established by the Committee in advance of the deadlines set forth in the regulations under Section 162(m) of the Code and while the performance relating to the Performance Targets remains substantially uncertain within the meaning of Section 162(m) of the Code. The Committee shall be permitted to make adjustments when determining the attainment of Performance Targets to reflect extraordinary or nonrecurring items or events, or unusual nonrecurring gains or losses identified in the Company’s financial statements, as long as any such adjustments are made in a manner consistent with Section 162(m) of the Code, to the extent applicable.

     13.3 Calculation of Long-Term Cash Bonus. At the beginning of each Performance Period, the Committee shall provide in terms of an objective formula or standard for each Executive Officer: (a) the method of computing the specific amount that will represent the Executive Officer’s Long-Term Cash Bonus; and (b) the Base Salary Factor to be used in calculating any Executive Officer’s Long-Term Cash Bonus. Subject to Section 13.4, at the first meeting of the Committee after the expiration of the Performance Period, the Committee shall determine the extent to which the Performance Targets have been achieved, and shall determine each Executive Officer’s Payment Opportunity based on his or her Base Salary Factor. Notwithstanding the attainment of the Performance Targets, Long-Term Cash Bonuses for individual Executive Officers may be denied or adjusted by the Committee, in its sole judgment, based on its assessment of the Executive Officer’s performance. However, no upward adjustment may be made to a Long-Term Cash Bonus for an Executive Officer if Section 162(m) of the Code would limit the deduction the Company may claim for that Executive Officer’s

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compensation.

     13.4 Maximum Long-Term Cash Bonus. Notwithstanding any other provision in the Plan, no Executive Officer shall receive for any Performance Period any Long-Term Cash Bonus under the Plan in excess of $3,000,000 or, if less, three times his or her Base Salary as of the last day of the applicable Performance Cycle. Any Payment Opportunity in excess of the foregoing limits shall be reduced automatically to the extent of the excess.

     13.5 Payment. Long-Term Cash Bonuses shall be paid in cash or Restricted Stock Awards, as determined by the Committee and subject to the remaining terms of this Plan. Payment of Long-Term Cash Bonuses shall occur within a reasonable time after the Committee has certified in writing the extent to which the Performance Targets have been achieved and determined the amount of each Executive Officer’s Long-Term Cash Bonus for the given Performance Period pursuant to Sections 13.3 and 13.4 hereof, but in no case shall any such payment be made later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture.

14. Dividends and Dividend Equivalents; Deferrals

     14.1 If an Award is granted in the form of a Restricted Stock Award, Restricted Stock Units or Performance Shares, the Committee may choose, at the time of the grant of the Award, to include as part of such Award an entitlement to receive dividends or dividend equivalents, subject to such terms, conditions, restrictions or limitations, if any, as the Committee may establish. Dividends and dividend equivalents shall be paid in such form and manner and at such time as the Committee shall determine.

     14.2 The Committee may permit Participants to elect to defer the issuance of shares or the settlement of Awards in cash under Administrative Policies established by the Committee. It may also provide that deferred settlements include the payment or crediting of interest on the deferral amounts or the payment or crediting of dividend equivalents on deferred settlements denominated in shares. Notwithstanding the foregoing, to the extent the Award being deferred is that of a Participant subject to Section 162(m) of the Code, the Committee will ensure that any increase in the Award will be based upon a reasonable rate of interest or on one or more predetermined actual investments such that the amount payable at the later date will be based upon actual returns, including any decrease or increase in the value of the investment(s).

15. Termination of Employment

     Consistent with the requirements of Section 162(m) regarding “qualified performance-based compensation,” the Committee shall adopt Administrative Policies determining the entitlement of Participants who cease to be employed by either the Company or its subsidiaries due to death, disability, resignation, termination or retirement pursuant to an established retirement plan or policy of the Company or its subsidiaries.

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16. Assignment and Transfer

      The rights and interests of a Participant under the Plan may not be assigned, encumbered or transferred except, in the event of the death of a Participant, by will or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its discretion, grant stock options to one or more executive officers or nonemployee directors of the Company (or amend existing stock options) on terms that permit the stock options to be transferred by any such executive officer or nonemployee director, for estate planning purposes, to (a) the executive officer’s or nonemployee director’s spouse, children, grandchildren, parents, siblings, stepchildren, stepgrandchildren or in-laws (“Family Members”), (b) entities that are exclusively family-related, including trusts for the exclusive benefit of Family Members and limited partnerships or limited liability companies in which Family Members are the only partners or members, or (c) such other persons or entities specifically approved by the Committee. The terms and conditions applicable to the transfer of any such stock options shall be established by the Committee, in its discretion but consistent with this Section 16, and shall be contained in the applicable stock option agreement (or an amendment thereto) between the Company and the executive officer.

17. Adjustments Upon Changes in Capitalization

     In the event of any change in the outstanding shares of Common Stock by reason of a reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate structure or shares of the Company, the maximum aggregate number and class of shares as to which Awards may be granted under the Plan, including any limitations upon individual Participants or regarding Director Stock Options, as well as the number and class of shares issuable, and the related option exercise price, pursuant to then outstanding Awards, shall be appropriately adjusted by the Committee, whose determination shall be final.

18. Withholding Taxes

     The Company shall have the right to deduct from any payment to be made pursuant to the Plan the amount of any taxes required by law to be withheld therefrom, or to require a Participant to pay to the Company such amount required to be withheld prior to the issuance or delivery of any shares of Stock or the payment of cash under the Plan. The Committee may, in its discretion, permit a Participant to elect to satisfy such withholding obligation by having the Company retain the number of shares of Common Stock whose Fair Market Value equals the amount required to be withheld. Any fraction of a share of Common Stock required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash to the Participant.

19. Regulatory Approvals and Listings

     Notwithstanding anything contained in this Plan to the contrary, the Company shall have no obligation to issue or deliver certificates of Common Stock evidencing Restricted Stock Awards, Restricted Stock Units or any other Award payable in Common Stock prior to (i) the obtaining of any approval from any governmental agency which the Company shall, in its

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sole discretion, determine to be necessary or advisable, (ii) the admission of such shares to listing on the Stock Exchange and (iii) the completion of any registration or other qualification of said shares under any state or federal law or ruling of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable.

20. No Right to Continued Employment or Grants

     No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or its subsidiaries. Further, the Company and its subsidiaries expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

21. Change in Control

     In the event of a Change in Control, (i) all SARs which have not been granted in tandem with stock options shall become exercisable in full, (ii) the restrictions applicable to all shares of restricted stock and restricted stock units shall lapse and such shares shall be deemed fully vested and all restricted stock granted in the form of share units shall be paid in cash, (iii) all Performance Shares and Long-Term Cash Bonuses shall be deemed to be earned on a prorated basis at the Payment Opportunity associated with the achievement of 100% of the Performance Targets assigned to such Awards, and all Performance Shares granted in the form of share units shall be paid in cash, and (iv) any Participant who has been granted a stock option which is not exercisable in full shall be entitled, in lieu of the exercise of the portion of the stock option which is not exercisable, to obtain a cash payment in an amount equal to the difference between the option price of such stock option and (A) in the event the Change in Control is the result of a tender offer or exchange offer for the Common Stock, the final offer price per share paid for the Common Stock, or such lower price as the Committee may determine with respect to any incentive stock option to preserve its incentive stock option status, multiplied by the number of shares of Common Stock covered by such portion of the stock option, or (B) in the event the Change in Control is the result of any other occurrence, the aggregate value of the Common Stock covered by such portion of the stock option, as determined by the Committee at such time. The Committee may, in its discretion, include such further provisions and limitations in, any agreement documenting such Awards as it may deem equitable and in the best interests of the Company. To the extent that any payment or benefit is required to be paid under this paragraph, pursuant to a Change in Control, such payment shall be made no later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture.

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22. Amendment

     The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that no amendment shall be made that would impair the rights of a Participant under an outstanding Award without the Participant’s consent, and no amendment shall be made without stockholder approval if such approval is necessary in order to preserve the applicability of any exemption under Rule 16b-3 under the Exchange Act or qualification of any Award under Section 162(m), or is otherwise required as a matter of law. Further, no amendment to the Plan shall be effective that would: (a) increase the maximum amount that can be paid to a Participant under the Plan; (b) change the Business Criteria for payment of performance-based Awards; or (c) modify the eligibility requirements for Participants in the Plan, unless first approved by the Company’s stockholders. An Award Agreement may be amended by action of the Board or the Committee, provided that no such amendment shall be made that would impair the rights of a Participant under such Award Agreement without the Participant’s consent.

23. Governing Law

     The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law.

24. Rights as Shareholder

     Except as otherwise provided in the Award Agreement, a Participant shall have no rights as a shareholder until he or she becomes the holder of record. To the extent any person acquires a right to receive payments from the Company under this Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company.

25. Effective Date

     The Plan became effective on December 23, 1993. Subject to earlier termination pursuant to Section 21, the Plan shall terminate effective December 31, 2012. After termination of the Plan, no future Awards may be granted but previously made Awards shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Plan.

26. Interpretation and Savings

     All terms and conditions of this Plan applicable to qualified performance-based compensation shall be construed to be in accordance with the qualified performance-based compensation requirements of Section 162(m) of the Internal Revenue Code, and any offending or non-compliant terms shall be amended, voided and reformed to the extent necessary to comply with Section 162(m). Likewise, all terms and conditions of this Plan applicable to any non-qualified deferred compensation shall be construed to be in accordance with the non-qualified deferred compensation requirements of Section 409A of the Internal Revenue Code, including but not limited to its short term deferral exception, and any offending or non-compliant

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terms shall be amended, voided and reformed to the extent necessary to comply with Section 409A.

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EX-10.2

Exhibit 10.2

GARDNER DENVER, INC.

LONG-TERM CASH BONUS AWARD AGREEMENT
LONG-TERM INCENTIVE PLAN

     THIS LONG-TERM CASH BONUS AWARD AGREEMENT (“Agreement”), made effective as of the Grant Date (as defined in paragraph 1), by and between «FirstName» «LastName» (hereinafter the “Participant”) and Gardner Denver, Inc. (hereinafter the “Company”);

WITNESSETH THAT:

     WHEREAS, the Company maintains the Long-Term Incentive Plan (the “Plan”) and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Long-Term Cash Bonus Award (“Award”) under the Plan:

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Benefits. Participant shall be eligible to receive any and all benefits to which he is entitled to receive for the Long Term Cash Bonus Award under the terms and subject to the conditions of the Plan, as amended from time to time, which terms and conditions are hereby made a part hereof and are incorporated herein by reference. In the event of any inconsistency or conflict between the terms of the Plan and those of this Award Agreement, the terms of the Plan shall prevail. Terms which are not specifically defined herein shall have the meanings ascribed to them in the Plan.

     2. Terms of Award. The following terms used in this Agreement shall have the meanings set forth below:

          (a) Grant Date. The “Grant Date” is <<Insert Date>>.

          (b) Performance Period. The “Performance Period” is the period beginning on the Grant Date and ending on the third anniversary of the Grant Date.

          (c) Base Salary Factor. The “Base Salary Factor” to be used in calculating the Participant’s Award granted hereunder by application to the Participant’s Base Salary in effect as of the end of the Performance Period, is «BonusTarget».

          (d) Performance Targets. The “Performance Targets” which must be met by the end of the Performance Period in order for the Participant to receive an Award hereunder are the following percentage increases in the compound growth rate of earnings before taxes for the Company’s industrial businesses (i.e., excluding petroleum products) (the “Earnings Growth Rate”):

Threshold Performance	Target Performance	Maximum Performance
4%	8%	12%

          (e) Payment Opportunity. The Participant’s “Payment Opportunity” is determined by the extent to which the Performance Targets set forth in this paragraph 1(d) are met by the end of the Performance Period in accordance with the following table:

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Performance Target Achieved	Payment Opportunity
Threshold Performance		50	%
Target Performance		100	%
Maximum Performance		200	%

The Payment Opportunity for an Earnings Growth Rate occurring between stated Performance Targets at the end of any Performance Period shall be determined through simple interpolation. An Earnings Growth Rate below the Threshold Performance in any Performance Period will result in no Award payment for that Performance Period.

          (f) Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Participant is no longer employed by the Company or any Subsidiary or Affiliate of the Company, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries. All determinations regarding employment shall be made by the Committee.

          (g) Target Performance. Target Performance means the Earnings Growth Rate Performance Target for the Performance Period, the attainment of which is necessary for the payment of a 100% Payment Opportunity.

          (h) Threshold Performance. Threshold Performance means the Earnings Growth Rate Performance Target for the Performance Period, the attainment of which is necessary for the payment of a 50% Payment Opportunity and for the payment of any Award at the conclusion of a Performance Period.

          (i) Maximum Performance. Maximum Performance means the Earnings Growth Rate Performance Target for the Performance Period, the attainment of which is necessary for the payment of a 200% Payment Opportunity.

          (j) Earnings Before Taxes. <<Insert Year>> Long-Term Cash Bonus Award based on <<Insert Year>> EBT for the Company’s industrial businesses (i.e., excluding petroleum products) of $<<Insert EBT>> (excluding amortization of goodwill).

     3. Award. The Participant is hereby awarded a Long-Term Cash Bonus Award under the Plan in an amount to be determined in accordance with the terms set forth in paragraph 2 above, subject to the achievement of the Performance Targets set forth therein. The Committee shall compute the specific amount of Long-Term Cash Bonus Award payable to the Participant hereunder by applying the Base Salary Factor set forth above to the Participant’s Base Salary in effect as of the end of the Performance Period and multiplying that product by the applicable payment opportunity as of the end of the Performance Period in accordance with the following formula:

Payment Opportunity X (Base Salary Factor X Base Salary)

In the event the Award calculated in accordance with the provisions of paragraph 2 above exceeds the maximum Award permissible under the terms of the Plan, then such Award shall automatically be reduced to the maximum permitted under the terms of the Plan.

     4. Payment. Unless the Participant’s Date of Termination occurs during the Performance Period, then, as soon as practicable following the end of the Performance Period, but no later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the

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payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture, the Participant shall be paid in a lump sum in either cash or Restricted Stock, at the sole and absolute discretion of the Committee, an Award calculated in accordance with the terms and methodology set forth in paragraph 2 hereof. In the event the Participant’s Date of Termination occurs prior to the end of the Performance Period for any reason other than death, Disability, or Retirement, the Award granted hereunder, if any, shall be forfeited as of the Date of Termination, unless the Committee determines otherwise in its sole and absolute discretion. In the event the Participant’s Date of Termination occurs prior to the end of the Performance Period due to the Participant’s death, Disability, or Retirement, then the Participant shall receive a prorated payment of the Award payable hereunder, if any, at the end of the Performance Period, but no later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture, based on the portion of the Performance Period elapsed as of the Date of Termination and the achievement of the Performance Targets as of the end of the Performance Period.

     5. Assignment and Transfer. Participant shall not sell, transfer, assign, hypothecate, pledge, grant a security interest in, or in any other way alienate any Award granted hereunder, or any interest or right therein, except by will or the laws of descent and distribution, and any such attempted transfer, assignment, hypothecation, pledge or grant of a security interest shall be null and void and of no legal force or effect.

     6. Acceleration of Payment Upon Change in Control. In the event of a Change in Control, then the Participant shall receive a prorated payment of the Award payable hereunder, if any, at the end of the Performance Period, but no later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture, based on the portion of the Performance Period elapsed as of the Date of Termination and the achievement of the Performance Targets as of the end of the Performance Period..

     7. Non-competition, Non-solicitation, and Non-disclosure. The Committee in its sole discretion, may require the Participant to reimburse immediately, without consideration from the Company, the sum total of the last Award made hereunder, and forfeit any Award earned but not paid hereunder if any of the following events occur: (a) the Participant, as individual or as a partner, employee, agent, advisor, consultant or in any other capacity of or to any person, firm, corporation or other entity, directly or indirectly, carries on any business, or becomes involved in any business activity, competitive with the Company or any subsidiary, in violation of the Company’s Code of Ethics and Business Conduct (CP-10-002); (b) the Participant solicits or entices 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, or request or advises 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; or (c) the Participant fails to abide by the contractual terms of the Employee Non-disclosure Agreement and/or Invention Assignment Agreement, as applicable, which were executed in accordance with the Company’s Security of Confidential and Proprietary Information Policy (CP-10-013) during the Participant’s employment with the Company.

     8. Unearned Awards. In the event the Company restates its financial results within 12 months of an Award made hereunder due to material non-compliance by the Company with any financial reporting requirements of the federal securities laws, (as determined by the members of the Compensation Committee and/or the Board who are “independent” under the Company’s corporate governance guidelines), the Company may recover from the Participant, in such manner as the Company deems appropriate under the circumstances, the difference between (x) the sum total of the Award actually awarded to the Participant and (y) the amount of the Award such Participant would have received had the Award been calculated based on the restated financial statements.

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     9. Withholding. All payments and distributions under this Agreement are subject to withholding of all applicable taxes.

     10. Miscellaneous. This Agreement contains the entire agreement of the parties with respect to its subject matter. This Agreement shall be binding upon and inure to the benefit of the respective parties, the successors and assigns of the Company, and the heirs and personal representatives of the Participant.

     11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to its principles of conflict of laws.

     12. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits distributable to the Participant hereunder shall be distributed to the legal representative or the estate of the Participant. If a deceased Participant designates a beneficiary but the Designated Beneficiary dies before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any benefits that would have been distributed to the Designated Beneficiary shall be distributed to the legal representative or the estate of the Designated Beneficiary.

     13. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons.

     14. Interpretation and Savings Clause. All terms and conditions of this Agreement applicable to qualified performance-based compensation shall be construed to be in accordance with the qualified performance-based compensation requirements of Section 162(m) of the Internal Revenue Code, and any offending or non-compliant terms shall be amended, voided and/or reformed to the extent necessary to comply with Section 162(m). Likewise, all terms and conditions of this Agreement applicable to any non-qualified deferred compensation shall be construed to be in accordance with the non-qualified deferred compensation requirements of Section 409A of the Internal Revenue Code, including but not limited to its short term deferral exception, and any offending or non-compliant terms shall be amended, voided and/or reformed to the extent necessary to comply with Section 409A.

     15. Not an Employment Contract. This Agreement will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.

     16. Amendment. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person.

     17. Entire Agreement. This Agreement sets forth the entire agreement, and supersedes all other agreements and understandings, whether oral or written, by and between the parties relating to the subject matter hereof.

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IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused these presents to be executed in its name and on its behalf, all as of the Grant Date.

Gardner Denver, Inc.

By:

Title:

Participant

Signed:

Date:

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EX-10.3

Exhibit 10.3

GARDNER DENVER, INC.
EXECUTIVE ANNUAL BONUS PLAN
As Amended and Restated

I. Purpose of the Plan

     The Gardner Denver, Inc. Executive Annual Bonus Plan (the “Plan”) is intended to provide Gardner Denver, Inc. (the “Company”) a means by which it can engender and sustain a sense of personal commitment on the part of its senior executives in the continued growth, development and financial success of the Company and encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. Accordingly, the Company may award to senior executives annual incentive compensation on the terms and conditions established herein.

II. Definitions

     2.1 “Annual Incentive Award” or “Award” means the compensation payable in cash granted under the Plan to a Participant by the Committee pursuant to such terms, conditions, restrictions and limitations established by the Committee and the Plan.

     2.2 “Board” means the Board of Directors of the Company.

     2.3 For all purposes of the Plan, a “Change in Control” shall have occurred if any of the following events shall occur:

     (a) 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 then-outstanding securities of the Company entitled to vote in the election of directors (the “Voting Securities”);

     (b) 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 2.3(a), 2.3(c), or 2.3(d) of this Plan) 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;

     (c) 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 Voting Securities; or

     (d) 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.

A Change in Control has not occurred solely because any person acquired beneficial ownership of 20% or more of the outstanding Voting Securities as a result of the Company’s acquisition of Voting Securities which reduced the number of Voting Securities outstanding and increased the person’s number of shares proportionately owned.

     2.4 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     2.5 “Commission” means the Securities and Exchange Commission.

     2.6 “Committee” means the Management Development and Compensation Committee of the Board, or such other committee designated by the Board to administer the Plan, provided that the Committee shall consist of three or more persons, each of whom is an “outside director” within the meaning of Section 162(m) and a “disinterested person” within the meaning of Rule 16b-3 under the Exchange Act.

     2.7 “Employee” means an employee of the Company or any of its subsidiaries or affiliates.

     2.8 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     2.9 “Participant” means a Senior Executive Officer of the Company who is selected by the Committee to participate in the Plan.

     2.10 “Plan” means the Gardner Denver, Inc. Management Annual Incentive Plan dated January 1, 2001.

     2.11 “Performance Goals” shall be defined as the performance criterion or criteria established by the Committee, pursuant to Section V hereof, for the purpose of determining Awards under the Plan.

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     2.12 “Performance Period” means the consecutive 12 month period that constitutes the Company’s fiscal year.

     2.13 “Section 162(m)” means Section 162(m) of the Code and the regulations promulgated thereunder.

     2.14 “Senior Executive Officer” means the Chairman, Chief Executive Officer, President, any Executive Vice President, any Senior Vice President, any senior officer reporting directly to the Chief Executive Officer and any other Vice President or senior executive or officer designated by the Chief Executive Officer.

     2.15 “Voting Stock” means securities entitled to vote in an election of Directors of the Company.

III. Administration

     3.1 The overall administration of the Plan, including the final determination of Awards to each Participant, is vested in the Committee.

     3.2 Determinations of the Committee in administering the Plan shall be final and binding upon all Participants.

IV. Eligibility

     Participation in the Plan shall be limited to Senior Executive Officers. Participants will be selected for participation annually by the Committee not later than 90 days after the commencement of the Performance Period. The Committee may withdraw its approval for participation in the Plan for a Participant at any time. In the event of such withdrawal, such Participant shall cease to be a Participant as of the date designated by the Committee and the Employee shall be notified of such withdrawal as soon as practicable following such action. Further, such Employee shall cease to have any right to an Award for the Performance Period in which such withdrawal is effective; provided, however, that the Committee may, in its sole discretion, authorize a prorated award based on the number of full months of participation prior to the effective date of such withdrawal and the Company’s performance during such period.

V. Performance Goals and Measures

     5.1. Performance Goals shall be established by the Committee not later than 90 days after commencement of the Performance Period relating to a specific Award. The Performance Goals may be identical for all Participants or, at the discretion of the Committee, may be different to reflect more appropriate measures of individual performance. The criterion or criteria used in establishing Performance Goals may, at the discretion of the Committee, include one or any combination of the following: (i) the Company’s return on equity, assets, capital or investment; (ii) pre-tax or after-tax profit levels expressed in absolute dollars or earnings per share of the Company; or (iii) operating cash flow or cash flow from operating activities. The Performance Goals established by the Committee shall include a threshold level of performance

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below which no Award will be payable and a maximum Award opportunity for each Senior Executive Officer. The determination of attainment of the Performance Goals shall be determined in accordance with generally accepted accounting principles and certified in writing by the Committee.

     5.2 The Committee shall be authorized to make adjustments in the method of calculating attainment of Performance Goals in recognition of: (i) extraordinary or non-recurring items; (ii) changes in tax laws; (iii) changes in generally accepted accounting principles or changes in accounting policies; (iv) charges related to restructured or discontinued operations; (v) restatement of prior period financial results; and (vi) any other unusual, non-recurring gain or loss that is separately identified and quantified in the Company’s financial statements.

VI. Awards

     6.1 Awards under the Plan shall be paid in cash.

     6.2 At the first meeting of the Committee after the expiration of the Performance Period, the Committee shall review the prior year’s performance in relation to the Performance Goals and determine the level of achievement of the Performance Goals. Payment of Annual Incentive Awards to Participants under the Plan shall occur only after the Committee has certified in writing that the Performance Goals have been achieved for the relevant Performance Period. Notwithstanding the attainment of Performance Goals for the Company as a whole, Awards for Individual Participants under the Plan may be denied or adjusted by the Committee, in its sole judgment, based on its assessment of the Participant’s performance. However, no upward adjustment may be made to an Annual Incentive Award for a Participant if Section 162(m) would limit the deduction the Company may claim for that Participant’s compensation. The maximum Annual Incentive Award that may be granted to a Senior Executive Officer under the Plan for any Performance Period may not exceed $3,000,000 or, if less, three times the Senior Executive Officer’s base salary as of the last day of the Performance Period. In no case shall any payment be made hereunder later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture.

VII. Deferrals and Settlements

     The Committee may permit Participants to elect to defer receipt of all or a portion of the Annual Incentive Award under administrative policies established by the Company from time to time, which shall be in compliance with Sections 162(m) and Section 409A of the Code.

VIII. Withholding Taxes

     The Company shall have the right to deduct from any payment to be made pursuant to the Plan the amount of any taxes required by law.

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IX. No Right to Continued Employment or Awards

     No person shall have any claim or right to be granted an Award, and the granting of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any of its subsidiaries. Further, the Company and its subsidiaries expressly reserve the right at any time to terminate the employment of any Participant free from any liability under the Plan; except that a Participant who was actively employed as of the last day of the applicable Performance Period shall be eligible to receive payment of his Award, as determined pursuant to Section 6.2 hereof, even though the Participant is no longer an active employee of the Company at the time the Committee actually pays Awards under the Plan for the applicable Performance Period. The Committee shall also have the discretion to grant eligibility to a Participant to receive payment of an Award, notwithstanding the fact that the Participant is not employed by the Company at the end of the Performance Period.

X. Change in Control

     Immediately upon a Change in Control, the Participant shall receive a prorated payment of the Award payable hereunder at the target Performance Goal level and the Company shall make a payment in cash to each Participant within ten (10) days after the effective date of the Change in Control in the amount of such target Award, but in no case shall any payment be made hereunder later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture. The granting of Awards under the Plan shall in no way affect the right of the Company to adjust, reclassify, reorganize, or otherwise change its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any portion of its business or assets.

XI. Amendment, Modification, Suspension or Termination

     The Board may amend, modify, suspend or terminate this Plan for any purpose except that no amendment or alteration shall be effective prior to approval by the Company’s shareholders to the extent such approval is then required pursuant to Section 162(m) or otherwise required as a matter of law. Further, no amendment to the Plan shall be effective that would: (i) increase the maximum amount that can be paid to a Participant under the Plan; (ii) change the performance criterion or criteria set forth in Section V hereof for payment of Awards; or (iii) modify the eligibility requirements for Participants in the Plan unless first approved by the Company’s shareholders.

XII. Governing Law

     The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.

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XIII. Other Benefit and Compensation Programs

     Unless otherwise specifically provided to the contrary in the relevant plan, program or practice, Awards received by Participants under the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits under any other Company benefit plan, program or practice or any severance policy of the Company. Further, the Company may adopt other compensation programs, plans or arrangements for employees below the level of Senior Executive Officer as it deems necessary and appropriate.

XIV. Successors and Assigns

     The Plan shall be binding on all successors and assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

XV. Effective Date

     This Plan was originally effective on January 1, 2006 following approval by the Company’s shareholders at the annual meeting of the Company’s shareholders held in May 2005. The Plan was amended and restated on November 4, 2008. Subject to earlier termination pursuant to Section XI, the Plan shall terminate effective December 31, 2010. After termination of the Plan, no future awards may be granted under the Plan.

XVI. Interpretation and Savings

     All terms and conditions of this Plan applicable to qualified performance-based compensation shall be construed to be in accordance with the qualified performance-based compensation requirements of Section 162(m) of the Internal Revenue Code, and any offending or non-compliant terms shall be amended, voided and/or reformed to the extent necessary to comply with Section 162(m). Likewise, all terms and conditions of this Plan applicable to any non-qualified deferred compensation shall be construed to be in accordance with the non-qualified deferred compensation requirements of Section 409A of the Internal Revenue Code, including but not limited to its short term deferral exception, and any offending or non-compliant terms shall be amended, voided and/or reformed to the extent necessary to comply with Section 409A.

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EX-10.4

Exhibit 10.4

EXECUTIVE CHANGE IN CONTROL AGREEMENT

          THIS AGREEMENT is entered into this ___day of ____________, 200___by and between GARDNER DENVER, INC., a Delaware corporation, its affiliates, successors and assigns (the “Company”), and ___________(the “Executive”).

          WHEREAS, the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive’s employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive’s employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations who may seek to employ the Executive.

          NOW, THEREFORE, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement with the Executive, and it is hereby agreed as follows:

1. Definitions. For purposes of this Agreement, the following terms will have the following meanings unless otherwise expressly provided in this Agreement:

(a)	Accrued Compensation. “Accrued Compensation” means; (i) Executive’s annual base salary pro-rated through the Date of Termination to the extent not already paid; (ii) any reimbursement (in accordance with the Company’s expense reimbursement policy) for reasonable and necessary business expenses incurred by Executive on behalf of the Company before the Date of Termination; (iii) Executive’s accrued and unused vacation pay (in accordance with the Company’s vacation policy) to the extent not already paid; and (iv) bonuses and incentive compensation to which Executive is entitled under the terms of applicable bonus or incentive plans or awards maintained by the Company.
(b)	Accrued Other Benefits. “Accrued Other Benefits” means any amounts or benefits required to be paid or provided to Executive or which Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company through the Date of Termination, subject to the terms of any such plan, program, policy, practice or other contract or agreement not inconsistent with the terms contained herein.
(c)	Base Salary. The “Base Salary” means the greater of Executive’s annual base salary at the rate in effect immediately before a Change in Control and Executive’s annual base salary at the rate in effect as of Executive’s Notice of Termination.

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(d)	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.
(e)	Board. “Board” means the Board of Directors of the Company.
(f)	Bonus Amount. The “Bonus Amount” means the target annual cash bonus paid or payable to Executive by the Company pursuant to the Executive Annual Bonus Plan for the last full fiscal year ending immediately before Executive’s Notice of Termination.
(g)	Cause. “Cause” means:

(i)	the Executive’s willful and continued failure to substantially perform the Executive’s reasonably assigned duties with the Company or its affiliates (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), which failure continued for a period of at least thirty (30) days after a written demand for substantial performance signed by a duly authorized officer of the Company, has been delivered to the Executive identifying the manner in which the company believes that the Executive has not substantially performed his or her duties;
(ii)	the Executive’s breach of fiduciary duty involving personal profit, commission of a felony or a crime involving fraud or moral turpitude, or material breach of any provision of this Agreement; 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 legal, proper, and 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

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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.

(h) 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 then-outstanding securities of the Company entitled to vote in the election of directors (the “Voting Securities”); 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(h)(i), 1(h)(iii), or 1(h)(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
(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 Voting 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.

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	A Change in Control has not occurred solely because any person acquired beneficial ownership of 20% or more of the outstanding Voting Securities as a result of the Company’s acquisition of Voting Securities which reduced the number of Voting Securities outstanding and increased the person’s number of shares proportionately owned.
(i)	Date of Termination. The “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.
(j)	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.
(k)	Effective Period. The “Effective Period” means the 24-month period following any Change in Control.
(l)	Good Reason. “Good Reason” means, unless the Executive has consented in writing thereto, the occurrence, after a Change in Control of any of the following events or conditions:

(i)	The actual assignment (not merely the announcement of a plan or present intention) to the Executive of any duties that would constitute a material diminution in the Executive’s position as in effect immediately prior to the Change in Control, including any material diminution in status, title, authority, duties or responsibilities or any other action which results in a material 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; or
(ii)	A material diminution (five percent or greater) by the Company or the Executive’s employer in the Executive’s base salary; or
(iii)	The Company requiring the Executive to be based at any location that is a material change of more than forty (40) miles from the Executive’s regular place of employment immediately prior to the Change in Control; or
(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

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	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; or
(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. However, the Executive must provide the Company with Notice of Termination for “Good Reason” within ninety (90) days of the initial existence of the condition giving rise to such “Good Reason” and the Company shall have an opportunity to cure any claimed event of “Good Reason” within thirty (30) days of receipt of such Notice of Termination from the Executive. The Company shall notify the Executive of the timely cure of any claimed event of “Good Reason” and the manner in which such cure was effected, and any Notice of Termination delivered by the Executive based on such claimed “Good Reason” shall be deemed withdrawn. An event will not give rise to “Good Reason” if such event is the result of a decision made with Executive’s express written consent.

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 ninety (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 11 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(g) 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 ninety (90) days of the initial existence of the event giving rise to 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:

(i) The Company will pay Executive all of Executive’s Accrued Compensation and Accrued Other Benefits;

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(ii)	The Company will pay severance of two times the sum of Executive’s Base Salary and Bonus Amount;
(iii)	To the extent not included in Executive’s Accrued Compensation, the Company will pay Executive a pro-rata bonus amount for the year of termination, based on Executive’s Bonus Amount; and
(iv)	The Company will pay for the continuation of the provision of medical, dental and life insurance benefits for a period of two 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.

(b)	“Compensation” Under Deferred Compensation and Retirement Plans. Any and all amounts paid under this Agreement, except Accrued Compensation or Accrued Other Benefits, are not intended to be “Compensation” for purposes of determining Compensation under any and all deferred compensation and retirement plans sponsored or maintained by the Company or by any affiliate controlled by the Company.
(c)	Exclusion of Other Severance. The severance pay and benefits provided for in this paragraph 4 shall be in lieu of any other severance pay to which the Executive may be entitled under the Company’s severance plan or any other similar severance plan, agreement, or arrangement of the Company or any affiliate.
(d)	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. Form and Time of Payment. The cash amounts provided for in paragraph 4 above shall be paid in a single lump-sum payment on the regularly scheduled payroll day immediately following the 30th day after Executive’s termination date (but in no event later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture). It is intended that these payments constitute short-term

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	deferred compensation within the meaning of the applicable Treasury regulations pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the preceding two sentences, if Executive is a “specified employee” at the time Executive separates from service with the Company and any payment or benefit under paragraph 4 is determined to constitute non-qualified deferred compensation, such payment shall be made or such benefit shall be provided on the date that is six months after Executive’s separation from service with the Company, all as determined in accordance with Section 409A of the Code.
6.	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.
7.	Stock Options; Stock Appreciation Rights; Long-Term Cash Bonus; Restricted Stock; Performance Shares. The benefits provided under paragraph 4 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 “Incentive 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 Incentive Plan and any award agreements entered into there under.
8.	Tax Effect.

(a) General. This paragraph 8 will apply to all payments, including any payment made or benefit provided, including any awards and distributions, to Executive or for Executive’s benefit; (i) by the Company, whether or not pursuant to this Agreement; or (ii) by any other entity in connection with a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, made hereunder. In the event of a determination that any payments are subject to the excise tax imposed by Section 4999 of the Code and any related interest or penalties incurred by Executive (the “Excise Tax”), the Company shall pay to Executive an amount, within thirty (30) days of the determination of the amount (but in any event no later than by the end of Executive’s taxable year next following the taxable year in which the excise tax is remitted), which, on an after-tax basis (including federal income and excise taxes, and state and local income taxes) equals the excise tax. However, if the total payments do not exceed 110% of the greatest amount of payments that could be made to Executive without giving rise to excise tax (the “Excise Limit”), the total payments will be reduced to the Excise Limit. For purposes of this paragraph 8, Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the calendar year in

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	which the gross up payment is to be made, taking into account the maximum reduction in federal income taxes which could be obtained from deduction of state and local income taxes.
(b)	Determinations. All determinations required to be made under this paragraph 8, including as to any underlying assumptions, will be made by an independent, nationally recognized public accounting firm that; (i) the Company selects before a Change in Control; or (ii) that is reasonably acceptable to Executive and selected by the surviving company after a Change in Control (the “Accounting Firm”). If Executive’s Payments are reduced to the Excise Limit, the Accounting Firm will provide Executive with a written opinion, in form and substance reasonably satisfactory to Executive, that; (i) Executive is not required to pay any Excise Tax; and (ii) Executive’s not reporting any excise tax on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty on Executive. The Company will bear all fees and expenses of the Accounting Firm, including any costs of retaining experts. Determinations by the Accounting Firm in accordance with this paragraph 8(b) will be binding other than as provided in paragraph 8(c).
(c)	Overpayment and Underpayment. As a result of uncertainty and complexities in applying Section 4999 of the Code, it is possible that there may be an Overpayment or an Underpayment. If the Accounting Firm, the Company (which includes the position taken by the Company on its federal income tax return), the Internal Revenue Service, or a court determines that there has been an Underpayment, the Company will pay Executive the Underpayment within ten (10) days of determination (but in any event no later than by the end of Executive’s taxable year next following the taxable year in which the Underpayment is remitted), together with interest at the applicable federal rate (as defined in Section 1274(d) of the Code) for the term of the Underpayment. If a final determination of a court or an Internal Revenue Service proceeding (that has been finally and conclusively resolved) establishes that there has been an Overpayment, the Overpayment will be deemed for all purposes to be a loan to Executive that was made on the date Executive received the Overpayment. Executive agrees to repay the Overpayment on demand.
(d)	The Executive will notify the Company in writing within fifteen (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;

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(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
(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.

9. Non-competition, Non-Solicitation and Confidential Information. For the term of this Agreement, for the period of time during which the Executive receives benefits pursuant to paragraph 4(a)(iv) hereof, and within any state or similar foreign geographic territory where the Company engages in business, the Executive covenants and agrees as follows:

(a)

not to; (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (ii) serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934);

(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

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	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;
(c)	to abide by the contractual terms of the Executive’s Employee Nondisclosure Agreement, which was executed during the Executive’s employment with the Company and remains in full force for ten (10) years following the Date of Termination;
(d)	to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to Executive’s employment by the Company or any of its subsidiaries; and
(e)	not to disparage the Company or otherwise make comments harmful to the Company’s reputation.

	In consideration for the promises made by Executive in this paragraph 9, Company allocates 40% of the total present value (as determined upon Executive’s Termination Date) of the compensation and benefits provided under paragraph 4(ii)-(iv) of this Agreement.
10.	Rights and Remedies Upon Breach.

(a)

The Executive hereby acknowledges and agrees that the provisions contained in paragraph 9 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; and

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(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.

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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 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.

12.

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:

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	If to the Company:
	Gardner Denver, Inc. 1800 Gardner Expressway Quincy, IL 62305 (217) 228-8260 (Fax) Attention: Corporate Secretary/General Counsel
	If to the Executive:
13.	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 ____________ ___, ____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.
14.	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.
15.	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.
16.	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.

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17.	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.
18.	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.
19.	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.
20.	Authorization. The Company represents and warrants that the Board of Directors of the Company has authorized the execution of this Agreement.
21.	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.
22.	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.
23.	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.
24.	Reimbursement and In-kind Benefits. The following shall apply to all health care benefits pursuant to paragraph 4(a)(iv) (the “Health Benefits”). All reimbursements of expenses made under the Health Benefits shall be made no later than the end of the calendar year next following the calendar year in which the expenses were incurred. The amount of expenses that are eligible for reimbursement or of in-kind benefits that are provided pursuant to the Health Benefits in any given calendar year shall not affect the expenses that are eligible for reimbursement or benefits to be provided under the Health Benefits in any other calendar year, except as specifically permitted by Treasury Regulation Section 1.409A-3(i)(iv)(B). Executive’s right to the Health Benefits may not be liquidated or exchanged for any other benefit.
25.	Interpretation and Savings. All terms and conditions of this Agreement shall be construed to be in accordance with the non-qualified deferred compensation requirements of Section 409A of the Internal Revenue Code and any offending or non-compliant terms shall be amended, voided and/or reformed to the extent necessary to comply with Section 409A.

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

The Company
GARDNER DENVER, INC.	THE EXECUTIVE
By:	By:
Name:	Name:
Title:	Title:

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EX-10.5

Exhibit 10.5

EXECUTIVE CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT is entered into this       day of                     , 200      by and between GARDNER DENVER, INC., a Delaware corporation, its affiliates, successors and assigns (the “Company”), and                     (the “Executive”).

     WHEREAS, the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive’s employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive’s employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations who may seek to employ the Executive.

     NOW, THEREFORE, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement with the Executive, and it is hereby agreed as follows:

1. Definitions. For purposes of this Agreement, the following terms will have the following meanings unless otherwise expressly provided in this Agreement:

(a)	Accrued Compensation. “Accrued Compensation” means (A) Executive’s annual base salary pro-rated through the Date of Termination to the extent not already paid, (B) any reimbursement (in accordance with the Company’s expense reimbursement policy) for reasonable and necessary business expenses incurred by Executive on behalf of the Company before the Date of Termination, (C) Executive’s accrued and unused vacation pay (in accordance with the Company’s vacation policy) to the extent not already paid, and (D) bonuses and incentive compensation to which Executive is entitled under the terms of applicable bonus or incentive plans or awards maintained by the Company.
(b)	Accrued Other Benefits. “Accrued Other Benefits” means any amounts or benefits required to be paid or provided to Executive or which Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company through the Date of Termination, subject to the terms of any such plan, program, policy, practice or other contract or agreement not inconsistent with the terms contained herein.
(c)	Base Salary. The “Base Salary” means the greater of Executive’s annual base salary at the rate in effect immediately before a Change in Control and Executive’s annual base salary at the rate in effect as of Executive’s Notice of Termination.

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(d)	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.
(e)	Board. “Board” means the Board of Directors of the Company.
(f)	Bonus Amount. The “Bonus Amount” means the target annual cash bonus paid or payable to Executive by the Company pursuant to the Executive Annual Bonus Plan for the last full fiscal year ending immediately before Executive’s Notice of Termination.
(g)	Cause. “Cause” means:

(i)	the Executive’s willful and continued failure to substantially perform the Executive’s reasonably assigned duties with the Company or its affiliates (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), which failure continued for a period of at least thirty (30) days after a written demand for substantial performance signed by a duly authorized officer of the Company, has been delivered to the Executive identifying the manner in which the company believes that the Executive has not substantially performed his or her duties;
(ii)	the Executive’s breach of fiduciary duty involving personal profit, commission of a felony or a crime involving fraud or moral turpitude, or material breach of any provision of this Agreement; 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 legal, proper, and 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

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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.

(h) 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 then-outstanding securities of the Company entitled to vote in the election of directors (the “Voting Securities”) ; 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(h)(i), 1(h)(iii), or 1(h)(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
(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 Voting 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.

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	A Change in Control has not occurred solely because any person acquired beneficial ownership of 20% or more of the outstanding Voting Securities as a result of the Company’s acquisition of Voting Securities which reduced the number of Voting Securities outstanding and increased the person’s number of shares proportionately owned.
(i)	Date of Termination. The “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.
(j)	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.
(k)	Effective Period. The “Effective Period” means the 24-month period following any Change in Control.
(l)	Good Reason. “Good Reason” means, unless the Executive has consented in writing thereto, the occurrence, after a Change in Control of any of the following events or conditions::

(i)	The actual assignment (not merely the announcement of a plan or present intention) to the Executive of any duties that would constitute a material diminution in the Executive’s position as in effect immediately prior to the Change in Control, including any material diminution in status, title, authority, duties or responsibilities or any other action which results in a material 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 material diminution (five percent or greater) by the Company or the Executive’s employer in the Executive’s base salary;
(iii)	The Company requiring the Executive to be based at any location that is a material change of more than forty (40) miles from the Executive’s regular place of employment immediately prior to the Change in Control ;
(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

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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. However, the Executive must provide the Company with Notice of Termination for “Good Reason” within ninety (90) days of the initial existence of the condition giving rise to such “Good Reason” and the Company shall have an opportunity to cure any claimed event of “Good Reason” within thirty (30) days of receipt of such Notice of Termination from the Executive. The Company shall notify the Executive of the timely cure of any claimed event of “Good Reason” and the manner in which such cure was effected, and any Notice of Termination delivered by the Executive based on such claimed “Good Reason” shall be deemed withdrawn. An event will not give rise to “Good Reason” if such event is the result of a decision made with Executive’s express written consent.

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 11 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(g) 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 ninety (90) days of the initial existence of the event giving rise to 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:

(i) The Company will pay Executive all of Executive’s Accrued Compensation and Accrued Other Benefits;

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(ii)	The Company will pay severance of three times the sum of Executive’s Base Salary and Bonus Amount;
(iii)	To the extent not included in Executive’s Accrued Compensation, the Company will pay Executive a pro-rata bonus amount for the year of termination, based on Executive’s Bonus Amount; and
(iv)	The Company will pay for 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.

(b)	“Compensation” Under Deferred Compensation and Retirement Plans. Any and all amounts paid under this Agreement, except Accrued Compensation or Accrued Other Benefits, are not intended to be “Compensation” for purposes of determining Compensation under any and all deferred compensation and retirement plans sponsored or maintained by the Company or by any affiliate controlled by the Company.
(c)	Exclusion of Other Severance. The severance pay and benefits provided for in this paragraph 4 shall be in lieu of any other severance pay to which the Executive may be entitled under the Company’s severance plan or any other similar severance plan, agreement, or arrangement of the Company or any Affiliate.
(d)	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.	Form and Time of Payment. The cash amounts provided for in paragraph 4 above shall be paid in a single lump sum payment on the regularly scheduled payroll day immediately following the 30th day after Executive’s termination date (but in no event later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture). It is intended that

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these payments constitute short-term deferred compensation within the meaning of the applicable Treasury regulations pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the preceding two sentences, if Executive is a “specified employee” at the time Executive separates from service with the Company and any payment or benefit under paragraph 4 is determined to constitute non-qualified deferred compensation, such payment shall be made or such benefit shall be provided on the date that is six months after Executive’s separation from service with the Company, all as determined in accordance with Section 409A of the Code.

6.	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.
7.	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 “Incentive 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 Incentive Plan and any award agreements entered into thereunder.
8.	Tax Effect.

(a) General. This paragraph 8 will apply to all Payments, including any payment made or benefit provided, including any awards and distributions, to Executive or for Executive’s benefit (i) by the Company, whether or not pursuant to this Agreement, or (ii) by any other entity in connection with a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, made hereunder. In the event of a determination that any payments are subject to the Excise Tax imposed by Section 4999 of the Code and any related interest or penalties incurred by Executive (the “Excise Tax”), the Company shall pay to Executive an amount, within 30 days of the determination of the amount (but in any event no later than by the end of Executive’s taxable year next following the taxable year in which the Excise Tax is remitted), which, on an after-tax basis (including federal income and excise taxes, and state and local income taxes) equals the Excise Tax. However, if the total Payments do not exceed 110% of the greatest amount of Payments that could be made to Executive without giving rise to Excise Tax (the “Excise Limit”), the total Payments will be reduced to the Excise Limit. For purposes of this paragraph 8, Executive shall be deemed to pay federal, state and

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local income taxes at the highest marginal rate of taxation for the calendar year in which the gross up payment is to be made, taking into account the maximum reduction in federal income taxes which could be obtained from deduction of state and local income taxes.

(b)	Determinations. All determinations required to be made under this paragraph 8, including as to any underlying assumptions, will be made by an independent, nationally recognized public accounting firm that (1) the Company selects before a Change in Control or (2) that is reasonably acceptable to Executive and selected by the surviving company after a Change in Control (the “Accounting Firm”). If Executive’s Payments are reduced to the Excise Limit, the Accounting Firm will provide Executive with a written opinion, in form and substance reasonably satisfactory to Executive, that (1) Executive is not required to pay any Excise Tax and (2) Executive’s not reporting any Excise Tax on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty on Executive. The Company will bear all fees and expenses of the Accounting Firm, including any costs of retaining experts. Determinations by the Accounting Firm in accordance with this paragraph 8(b) will be binding other than as provided in paragraph 8(c).
(c)	Overpayment and Underpayment. As a result of uncertainty and complexities in applying Section 4999 of the Code, it is possible that there may be an Overpayment or an Underpayment. If the Accounting Firm, the Company (which includes the position taken by the Company on its federal income tax return), the Internal Revenue Service, or a court determines that there has been an Underpayment, the Company will pay Executive the Underpayment within 10 days of determination (but in any event no later than by the end of Executive’s taxable year next following the taxable year in which the Underpayment is remitted), together with interest at the applicable federal rate (as defined in Section 1274(d) of the Code) for the term of the Underpayment. If a final determination of a court or an Internal Revenue Service proceeding (that has been finally and conclusively resolved) establishes that there has been an Overpayment, the Overpayment will be deemed for all purposes to be a loan to Executive that was made on the date Executive received the Overpayment. Executive agrees to repay the Overpayment on demand.
(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,

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(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
(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.

9. Non-competition, Non-Solicitation and Confidential Information. For the Term of this Agreement, for the period of time during which the Executive receives benefits pursuant to paragraph 4(a)(iv) hereof, and within any state or similar foreign geographic territory where the Company engages in business, the Executive covenants and agrees as follows:

(a)

not to: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (ii) serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934).

(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

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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;

(c)	to abide by the contractual terms of the Executive’s Employee Nondisclosure Agreement, which was executed during the Executive’s employment with the Company and remains in full force for ten years following the Date of Termination;
(d)	to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to Executive’s employment by the Company or any of its subsidiaries: and
(e)	not to disparage the Company or otherwise make comments harmful to the Company’s reputation.

	In consideration for the promises made by Executive in this paragraph 9, Company allocates 40% of the total present value (as determined upon Executive’s Termination Date) of the compensation and benefits provided under paragraph 4(ii)-(v) of this Agreement.
10.	Rights and Remedies Upon Breach.

(a)

The Executive hereby acknowledges and agrees that the provisions contained in paragraph 9 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

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	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.

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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 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.

12.

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:

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	If to the Company:
	Gardner Denver, Inc. 1800 Gardner Expressway Quincy, IL 62305 (217) 228-8260 (Fax) Attention: Corporate Secretary/General Counsel
	If to the Executive:
13.	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                           ,       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.
14.	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.
15.	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.
16.	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.

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17.	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.
18.	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.
19.	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.
20.	Authorization. The Company represents and warrants that the Board of Directors of the Company has authorized the execution of this Agreement.
21.	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.
22.	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.
23.	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.
24.	Reimbursement and In-kind Benefits. The following shall apply to all health care benefits pursuant to paragraph 4(a)(iv) (the “Health Benefits”). All reimbursements of expenses made under the Health Benefits shall be made no later than the end of the calendar year next following the calendar year in which the expenses were incurred. The amount of expenses that are eligible for reimbursement or of in-kind benefits that are provided pursuant to the Health Benefits in any given calendar year shall not affect the expenses that are eligible for reimbursement or benefits to be provided under the Health Benefits in any other calendar year, except as specifically permitted by Treasury Regulation Section 1.409A-3(i)(iv)(B). Executive’s right to the Health Benefits may not be liquidated or exchanged for any other benefit.
25.	Interpretation and Savings. All terms and conditions of this Agreement shall be construed to be in accordance with the non-qualified deferred compensation requirements of Section 409A of the Internal Revenue Code and any offending or non-compliant terms shall be amended, voided and/or reformed to the extent necessary to comply with Section 409A.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

The Company
GARDNER DENVER, INC.	THE EXECUTIVE
By:	By:
Name:	Name:
Title:	Title:

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EX-99.1

Exhibit 99.1

Investor Presentation November 2008

Safe Harbor Disclosure All of the statements made by Gardner Denver in this presentation or made orally in connection with it, other than historical facts, are forward-looking statements. 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. The words "anticipate," "preliminary," "expect," "believe," "intent," "plan to," "will," "foresee," "project," "forecast," and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties, and other 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. These known and unknown risks, uncertainties, and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements. These risks and factors include, but are not limited to: (1) the Company's exposure to economic downturns and market cycles, particularly the level of oil and natural gas prices and oil and natural gas drilling production, which affect demand for the Company's petroleum products, and industrial production and manufacturing capacity utilization rates, which affect demand for the Company's compressor and vacuum products; (2) the risks associated with intense competition in the Company's market segments, particularly the pricing of the Company's products; (3) the risks associated with the current global economic crisis and its impact on capital markets, liquidity, and the Company's suppliers and customers; (4) economic, political and other risks associated with the Company's international sales and operations, including changes in currency exchange rates (primarily between the USD, the EUR, the GBP and the Chinese yuan ("CNY")); (5) the risks that the integration of the CompAir acquisition disrupts the plans and operations of the Company, CompAir, or both and the potential difficulties of employee retention as a result of the acquisition; (6) the risks of large or rapid increases in raw material costs or substantial decreases in their availability, and the Company's dependence on particular suppliers, particularly iron casting and other metal suppliers; (7) the risks that the Company will not realize the expected financial and other benefits from the acquisition of CompAir; (8) the ability to continue to identify and complete strategic acquisitions and effectively integrate such acquired companies to achieve desired financial benefits; (9) the ability to attract and retain quality executive management and other key personnel; (10) the risks associated with potential product liability and warranty claims due to the nature of the Company's products; (11) the risk of regulatory noncompliance; (12) the risks associated with environmental compliance costs and liabilities; (13) the risks associated with pending asbestos and silica personal injury lawsuits; (14) the risk of possible future charges if the Company determines that the value of goodwill and other intangible assets, representing a significant portion of the Company's total assets, are impaired; (15) the risk that communication or information systems failure may disrupt our business and result in financial loss and liability to our customers; (16) the risks associated with enforcing the Company's intellectual property rights and defending against potential intellectual property claims; and (17) the ability to avoid employee work stoppages and other labor difficulties. The foregoing factors should not be construed as exhaustive and should be read together with important information regarding risks and factors that may affect the Company's future performance set forth under Item 1A. Risk Factors in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and Annual Report on Form 10-K for the fiscal year ended December 31, 2007. These statements reflect the current views and assumptions of management with respect to future events. 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. The inclusion of any statement in this presentation does not constitute admission by the Company or any other person that the events or circumstances described in such statement are material.

Gardner Denver: Entering a New Era Future New high- performance era: Gardner Denver Way Prior to 1998 Primarily U.S. industrial and upstream oil and gas focused Company 1998 - 2008 Diversified into global markets

Agenda Built a global player Impressive track record Moving forward in a New Way

A Stronger Company From: A narrow geographic, industry focus Cyclical U.S. concentration

A Stronger Company To: A diversified, innovative global manufacturer Growing Global Innovative Diversified Financially strong No end market segments greater than 30 percent (1) Doubled revenues outside Americas to 58 percent (1) An industry leader in primary served markets 15.9% CAGR DEPS last 10 years Last 12 months cash flow (2) > $258M $

Key Driver: Successful Acquisition Record Acquisitions last 10 years 22 Number of acquisitions outside U.S. 9 Accretive within first year ALL A powerful integration machine

Blowers Highlight our Success in Acquisitions Before: 1994 50 25 15 10 7 5 3 1 3.0 1.5 1.0 0.7 0.5 0.3 0.2 0.06 Bar PSI 100 500 1000 3000 10,000 100,000 cfm 175 875 1750 5250 17,500 175,000 m 3/hr 3 15 30 90 300 3000 m 3/min - -0.5 - -2.5 - -5.0 - -7.3 - -9.8 - -13.3 - -13.8 - -14.7 - -0.03 - -0.15 - -0.3 - -0.5 - -0.7 - -0.9 - -0.95 - -1.0 V A C U U M P R E S S U R E 0 0 Lobe Screw 2 technologies

Blowers Highlight our Success in Acquisitions 50 25 15 10 7 5 3 1 3.0 1.5 1.0 0.7 0.5 0.3 0.2 0.06 Bar PSI 100 500 1000 3000 10,000 100,000 cfm 175 875 1750 5250 17,500 175,000 m 3/hr 3 15 30 90 300 3000 m 3/min - -0.5 - -2.5 - -5.0 - -7.3 - -9.8 - -13.3 - -13.8 - -14.7 - -0.03 - -0.15 - -0.3 - -0.5 - -0.7 - -0.9 - -0.95 - -1.0 V A C U U M P R E S S U R E 0 0 Centrifugal Lobe Liquid Ring Pump Dry Screw Sliding Vane Side Channel Claw Rotary Lobe Radial Claw Screw After: 2008 10 technologies

United States Europe Asia Canada Latin America Other 804547 887318 351831 66204 107019 105756 Built a Well-Diversified Business Industrial Manufacturing Upstream Energy Downstream Energy Transportation Medical Environment Chemical Food and Beverage Printing Paper Automotive Services Other Mining and Construction 0.2827 0.1115 0.0968 0.0876 0.0526 0.0411 0.0549 0.0486 0.0481 0.0461 0.0222 0.0806 0.0272 Revenues By Industries Served (1) Revenues By Geography (1) Resilient in the face of economic challenges Automotive Services 2% Other 8% Mining & Construction 3% Industrial Manufacturing 28% Upstream Energy 11% Downstream Energy 10% Transportation 9% Medical 5% Environment 4% Chemical 5% Food & Beverage 5% Printing 5% Paper 2% United States 35% Europe 37% Asia 15% Canada 3% Latin America 5% Other 5%

Loading Arms Well Stimulation Pumps Well Drilling Pumps Industrial Compressors Mobile Blowers Industrial Blowers Liquid Ring Pumps Specialty Components to OEMs The Broadest Product Range Compressor & Vacuum Products Segment Dresser Inc. SIHI/Sterling Fluid Systems Gardner Denver Ingersoll-Rand Atlas Copco Gardner Denver National Oilwell Varco SPM/Weir Group FMC Technologies Fluid Transfer Products

Two Strong Growth Platforms Volume moderating Plant rationalizations ? savings Organic growth in 2007 was 5% (Q3 YTD 2008 7%) ~$13.0B (3) 10% Outlook: growth moderating Organic growth in 2007 was 16% (Q3 YTD 2008 (3%)) ~$2.0B (3) 19% Compressor and Vacuum Products 80% of Q3 YTD 2008 revenues Fluid Transfer Products 20% of Q3 YTD 2008 revenues Segment Global market segment size Revenue growth 2007 Status Today (3) Company estimates

Developed Powerful Competitive Advantages Global presence Unmatched product breadth Relationship with customers Reputation for product quality Powerful competitive advantages

Agenda Built a global player Impressive track record Moving forward in a New Way

Results Demonstrate Success of Strategy Revenues ($B) 2001 2007 East 0.4 1.9 Q3 YTD 2008: +10% 5X DEPS ($) 2001 2007 East 0.7 3.8 Q3 YTD 2008*: +15% (7) 5X Operating Income(4) ($M) 2001 2007 East 38.3 291.5 Q3 YTD 2008*: +9% (7) 7X (5) (6) * Operating income, as adjusted to exclude the impact of expenses for profit improvement initiatives, non-recurring expenses, and mark-to-market currency adjustments ("Adjusted Operating Income"). DEPS, as adjusted for the impact of profit improvement initiatives, non-recurring expenses, mark-to-market currency adjustments, and incremental taxes associated with cash repatriation ("Adjusted DEPS"). Adjusted Operating Income, on a consolidated and segment basis, and Adjusted DEPS are both non-GAAP financial measures. See "Reconciliation of Operating Income and DEPS to Adjusted Operating Income and Adjusted DEPS" slide at the end of this presentation. Gardner Denver believes excluding these expenses and adjustments from operating income and DEPS provides a more meaningful comparison to the corresponding reported period and assists investors in performing financial analysis that is consistent with financial models developed by research analysts. * As Adjusted, see note above and reconciliation on slide 40 for additional information

Productivity Has Grown Steadily FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 data 213 213 208 233 250 234 261 288 Sales / employee ($'000's)

Impressive Improvements in Inventory Turns Inventory Turnover Target 7 to 8 turns Will free up $90M cash (3) Add 1.3 points to Pre-tax ROIC (3,9) 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 DSO 79.2 77.6 65.7 80.7 70.5 71 66 64.2 62.5 57.2 55 59.7 Inventory Turnover 3.15 4.02 4.8 3.75 4.69 4.02 4.36 5.14 4.68 4.7 4.98 4.87 5.34 North 45.9 46.9 45 43.9 (8) (8) (8) (3) Company estimates

Pre-tax ROIC (9) Continues to Improve FY02 FY03 FY04 FY05 FY06 FY07 data 0.1 0.09 0.11 0.13 0.19 0.22 Peer Median (10) 17%

Outstanding Cash Flow (2) 2004 2005 2006 2007 LTM East 20 36 41 48 45 West 76 115 167 182 259 North 45.9 46.9 45 43.9 Cash Flow (2) Capital Expenditures Free cash flow Powerful cash generation engine $M

Agenda Built a global player Impressive track record Moving forward in a New Way

The New Gardner Denver Past Future Focus Product Customer Innovation Medium High Organic growth Medium High Culture Top down Inclusive Performance Profitable Highly profitable From a good company to a great company

The Gardner Denver Way Customers Shareholders Employees Innovative High velocity R e s o u r c e s P e r c e i v e d v a l u e C o m m i t m e n t An evolution in process

Strategy Going Forward 2 Innovative products 3 1 The Gardner Denver Way Selective acquisitions 4 Margin improvement 5 $

Customer value 1. ORGANIC GROWTH A Long Runway for Growth In Existing Market Segments Faster growing market segments Focused on share gains through differentiation Modified distribution model

2. AFTERMARKET GROWTH Renewed Aftermarket Emphasis Develop direct service capabilities Enhance product retention offering Recapture legacy business Modify distribution model Increase prices on proprietary parts Develop OEM aftermarket

3. INNOVATIVE PRODUCTS New Product Development Activities Proactive Service Connecting with the product and customer after the sale Remote monitoring: wireless capture/analysis of real-time data Cargo Monitoring Geographic fencing Wireless sensors monitor tank openings Flare Gas Recovery Liquid ring compressor technology Environmentally driven

3. INNOVATIVE PRODUCTS QuantimaTM - Revolutionary New Design Concept CompAir product launched in April 2008 Most efficient oil-free compressor on the market Q-LifeTM service contract over lifetime Will not be sold without service contract Continuous condition monitoring

4. SELECTIVE ACQUISITIONS Growth Continues in 2008: Latest Acquisition - CompAir The Company One of top 10 manufacturers of compressed air systems (3) UK-based competitor to Gardner Denver Revenues ~$454M, 6 manufacturing facilities worldwide The Transaction ~$348M in cash and assumed net debt Closed on October 20, 2008 (3) Company estimates

4. SELECTIVE ACQUISITIONS Strategic Rationale: A Perfect Fit 1 Complementary product lines Oil-free compressor technologies High-pressure breathing air, CNG and rotary vane compressors Expands geographic diversification 75% of CompAir revenue in Europe / Asia (11) Expands Gardner Denver revenue outside Americas from 51% to 58% (1) 2

4. SELECTIVE ACQUISITIONS Strategic Rationale: A Perfect Fit Significant margin expansion opportunities Synergies in purchasing, administrative, ERP, and manufacturing Financially attractive CompAir grew 10% in FY 2008 (11) Accretive to GDI earnings of $0.10 - $0.15 by 2009 (12) 3 4 $ East 0.061 0.118 CompAir (11) 2007 GDI CVP Segment (4) Segment Operating Margin (4)

4. SELECTIVE ACQUISITIONS Positive Impact of CompAir Acquisition on Key Metrics Before After Revenues (1) $1.9B ? >$2.3B Revenues outside Americas (1) 51% ? 58% Ranking in compressor market (3) - - Europe #5 ? #2 - - Asia #6 ? #4 Debt / total capital (12) 19% ? 33% (3) Company estimates

5. MARGIN IMPROVEMENT A Closer Look At Operating Margin Improvement Opportunities (13) Long-term target CVP segment operating margin: 14.5% Resulting incremental operating income: $39M Incremental after-tax earnings (14): $27M Potential increase in DEPS: $0.50 As a percent of revenues (operating margin (4)) 2007 segment operating earnings (4) 2007 revenues 11.8% $170 $1,440 GDI Compressor & Vacuum Products Segment ($ in millions, except per share data)

Results 5. MARGIN IMPROVEMENT Lean Transformation - Case Study Gardner Denver Drum, Bradford, UK $100k inventory reduction 60% space reduction 114% productivity improvement Before Flow After

Time 2008 2009 5. MARGIN IMPROVEMENT Roadmap for Executing the Gardner Denver Way Building the foundation Initiate mobilization Phase #1 Transformation Lean methods and tools Continuous improvement in lean metrics Standardization, stabilization and sustainability Phase #2 Expansion Maintain levels of lean excellence Excellence in product development Excellence in process development Phase #4 Maintaining Culture of continuous improvement Consistently meeting strategic goals Breakthrough thinking Phase #3 Acceleration Profit Improvement

5. MARGIN IMPROVEMENT A Closer Look at Operating Efficiency Improvements Time Frame Long term (multi-year) Short term (multi-quarter) Low High Channel Development Quality Improvements Innovation Labor Productivity Low Cost Country Sourcing Facility Consolidation Opportunity

Priorities 2008 - 2009 Implement the Gardner Denver Way Execute on CompAir integration plan Manage through global economic situation Drive cash flow (2) Selectively pursue strategic acquisitions

Why Invest in Gardner Denver A global, diversified company Broad offering of leading products Impressive track record 10 year DEPS growth of 15.9%, acquisition expertise Strong cash engine outstanding cash flow (2) throughout the cycle The Gardner Denver Way moving to a high-performance model, enhancing shareholder value

Investor Presentation November 2008

Significant Operating Margin Improvement Opportunities The Company's long-term target of 14.5 percent operating margin in the CVP segment has the potential to yield approximately $0.50 in additional DEPS ($ in millions, except per share data) GDI Compressor & Vacuum Products Segment 2007 revenues $1,440 2007 segment operating earnings (4) $170 As a percent of revenues (operating margin (4)) 11.8% Target CVP segment operating margin 14.5% Target CVP segment operating income, based on 2007 revenues $209 Incremental operating income $39 Incremental after-tax earnings (14) $27 Average Diluted Shares Outstanding on September 30, 2008 54 million Incremental DEPS impact of segment operating margin improvement to target $0.50

Non-GAAP Items

Presentation Notes Note 1: Proforma for the CompAir acquisition, based on Gardner Denver's 2007 revenues and CompAir's revenues for the twelve months ended March 31, 2008 Note 2: From operating activities Note 3: Company estimates Note 4: Segment operating income (defined as income before interest expense, other income, net, and income taxes), and segment operating margin (defined as segment operating income divided by segment revenues) are indicative of short-term operational performance and ongoing profitability. For a reconciliation of 2007 segment operating income to consolidated operating income, see "Business Segment Results" in the Company's fourth quarter 2007 earnings release. For a reconciliation of 2001 segment operating income to consolidated operating income, see "Segment Information" in the Company's 2001 form 10-K filed with the SEC on March 28, 2002 Note 5: Adjusted for a 2-for-1 stock split completed in 2006 Note 6: Reflects $19.5 million of non-recurring reductions in the tax provision that were recognized in 2007, which increased DEPS by $0.36 Note 7: Please see slide 40, "Reconciliation of Operating Income and DEPS to Adjusted Operating Income and Adjusted DEPS" Note 8: Based on Q4 results due to effect of acquisitions Note 9: Pre-tax ROIC is defined as earnings from continuing operations before interest and taxes divided by average capital Note 10: Peer group consists of CIR, CR, NPO, FLS, GRC, GGG, IEX, IR, NDSN, PH, PNR, RBN, ROP, WTS Note 11: Source: CompAir Holdings Limited Report and Accounts 2008; audited financial statements for the twelve- month period ended March 31, 2008 were prepared in accordance with U.K. generally accepted accounting practice. Operating margin is before exceptional items, interest, minority interests, and taxes Note 12: Guidance reflects the Company's views as of the third quarter 2008 earnings release on October 22, 2008 Note 13: Please see slide 39, "Significant Operating Margin Improvement Opportunities," for additional details Note 14: Assumes a 30% tax rate Gardner Denver, Nash, Emco Wheaton, CompAir, Quantima and Q-Life and their related designs and logotypes are trademarks of Gardner Denver, Inc. and its subsidiaries

EX-99.2

Exhibit 99.2

PRESS RELEASE

FOR IMMEDIATE RELEASE

November 5, 2008	Contact: Helen W. Cornell
	Executive Vice President, Finance and CFO
	(217) 228-8209

GARDNER DENVER, INC. ANNOUNCES SHARE REPURCHASE PROGRAM
Repurchase Authority for up to 3 Million Shares

QUINCY, IL — (November 5, 2008) — Gardner Denver, Inc. (NYSE: GDI) today announced that its Board of Directors has authorized a new share repurchase program to acquire up to 3 million shares of its outstanding common stock, representing approximately 6 percent of the shares currently outstanding. This program replaces a previous repurchase program announced in November 2007 under which the Company acquired 2.7 million shares authorized thereunder. The Company expects to fund its new repurchase program primarily with net cash provided by operating activities. The timing and amount of repurchases will vary based upon market conditions, corporate requirements, and other factors. All common stock acquired will be held as treasury stock and will be available for general corporate purposes.

“Our new share repurchase program illustrates Gardner Denver’s confidence in our ability to continue to generate strong and reliable cash flows from operating earnings,” said Barry L. Pennypacker, President and CEO of Gardner Denver. “We are committed to increasing total shareholder returns and believe our new share repurchase program will allow us to efficiently return excess cash to our shareholders while maintaining the flexibility to invest in organic growth initiatives and strategic acquisitions.”

Share repurchases will be made in accordance with applicable securities laws and may be limited or discontinued at any time without prior notice. The Company’s authorization allows for repurchases in the open market or in private transactions.

About Gardner Denver
Gardner Denver, Inc., with 2007 revenues of approximately $1.9 billion, is a leading worldwide manufacturer of reciprocating, rotary and vane compressors, liquid ring pumps and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial markets, and other fluid transfer equipment serving chemical, petroleum, and food industries. Gardner Denver’s news releases are available by visiting the Investor Relations page on the Company’s website (www.gardnerdenver.com).

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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, including, without limitation, the statements made concerning the Company’s intent to repurchase shares of its common stock and the Company’s financial ability and sources to fund the stock repurchase program. 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 Company’s intentions with regards to the share repurchase program may be affected by a number of factors including market conditions, the market price of the Company’s stock, general business conditions and alternative needs and uses of the Company’s cash resources. Further risks that could cause actual 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, 2007 and the Company’s Form 10-Q for the quarter ended June 30, 2008. 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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