8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2012

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.)

1500 Liberty Ridge Drive, Suite 3000 Wayne, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

(610) 249-2000

(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):

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

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

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

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

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

(e) Compensatory Arrangements of Certain Officers

On February 20, 2012, the Management Development and Compensation Committee of Gardner Denver, Inc. (the “Company”) approved updated forms of restricted stock unit (“RSU”), nonqualified stock option, and long-term cash bonus award agreements which are generally consistent with prior forms of those agreements but make certain changes, including those described below. The RSU agreement: (1) provides that the award is forfeited on termination for “cause” and that vesting continues on retirement (at age 55 and 5 years service), (2) modifies the timing of settlement of the award and (3) updates the forfeiture provisions to include breach of the agreement or specified misconduct. The nonqualified stock option agreement: (1) clarifies generally that optionees have 90 days to exercise previously vested options following termination of employment (except for “cause”), vesting continues on retirement and changes the time to exercise on disability; (2) adjusts exercise mechanics and (3) adds a forfeiture provision relating to arbitration, termination for cause, breach of the agreement and specified misconduct. The long-term cash bonus award agreement was updated to, among other things, include arbitration and retirement provisions. This summary does not purport to be complete and is qualified by reference to the text of the agreements, which are filed as Exhibits 10.1, 10.2, and 10.3 to this Form 8-K, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Form of Gardner Denver, Inc. Restricted Stock Unit Agreement.
10.2	Form of Gardner Denver, Inc. Nonqualified Stock Option Agreement.
10.3	Form of Gardner Denver, Inc. Long-Term Cash Bonus Award Agreement.

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 hereunto duly authorized.

	GARDNER DENVER, INC.
Date: February 24, 2011	By:	/s/ Brent A. Walters
		Brent A. Walters
		Vice President, General Counsel, Chief Compliance Officer & Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Form of Gardner Denver, Inc. Restricted Stock Unit Agreement.
10.2	Form of Gardner Denver, Inc. Nonqualified Stock Option Agreement.
10.3	Form of Gardner Denver, Inc. Long-Term Cash Bonus Award Agreement.

EX-10.1

Exhibit 10.1

Gardner
Denver	Gardner Denver, Inc. Restricted Stock Unit Agreement

RECIPIENT:	RS UNITS:	DATE OF AWARD:	VEST DATE:	EXPIRATION DATE:
<<First>> <<Last_Name>>	<<Shares>>

This Restricted Stock Unit Agreement is made between Gardner Denver, Inc., a Delaware corporation (the “Company”), and the undersigned, an employee of the Company or a subsidiary of the Company (the “Employee”).

WITNESSETH:

WHEREAS, the Management Development and Compensation Committee of the Board of Directors of the Company (the “Committee”) desires to benefit the Company by increasing motivation on the part of the Employee by creating an incentive to remain employed by the Company and to work to the very best of the Employee’s abilities; and

WHEREAS, to further this purpose, the Company desires to make an Award of restricted stock units to the Employee under the terms of the Gardner Denver, Inc. Long-Term Incentive Plan, as amended and restated (the “Plan”); and

WHEREAS, pursuant to official action of the Committee on the date of award specified above (the “Date of Award”), the Company undertook to grant the Award contemplated by this Agreement to the Employee.

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1. Grant of Restricted Stock Units. Pursuant to the terms of the Plan the Employee is hereby awarded restricted stock units covering [        ] shares of the Common Stock (the “RS Units”). On any day, the value of an RS Unit shall equal the Fair Market Value of one share of Common Stock. All of the RS Units shall be subject to the prohibition on the transfer of the RS Units and the obligations to forfeit the RS Units to the Company as set forth in Section 3 paragraph (c) of this Agreement.

2. Effect of the Plan. The RS Units awarded to the Employee are subject to all of the terms and conditions of the Plan, a copy of which has been provided to the Employee, which terms and conditions are incorporated herein for all purposes, and of this Agreement together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. In the event of any inconsistency or conflict between the terms of the Plan

and those of this Award, the terms of the Plan shall prevail. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of the Employee, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to the Employee hereunder, and this Award shall be subject, without further action by the Company or the Employee, to such amendment, modification, restatement or supplement unless provided otherwise therein. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

3. Restrictions. The Employee hereby accepts the Award of the RS Units and agrees with respect thereto as follows:

(a) No Transfer. Unless otherwise determined by the Committee and provided in this Agreement or the Plan, the RS Units shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred except by will or the laws of descent and distribution. Any attempted assignment of an RS Unit in violation of this Agreement shall be null and void. The Company shall not be required to honor the transfer of any RS Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan.

(b) Arbitration. The Company and Employee 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 Philadelphia (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 the Employee prevails as to any material issue presented to the arbitrator, the entire cost of such proceedings (including, without limitation, Employee’s reasonable attorneys’ fees) shall be borne by the Company. If the Employee 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 the Employee 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.

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(c) Forfeiture of RS Units. If (i) the Employee terminates employment with the Company prior to the date on which he or she becomes vested in the RS Units pursuant to paragraph (d) of this Section 3 for any reason other than Cause (as defined below) or the Employee’s death, Disability or Retirement, or (ii) the Employee (or the Employee’s estate) shall initiate a legal proceeding against the Company 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) other than pursuant to the terms of Arbitration Procedure described in paragraph (b) of this Section 3, then the Employee (or the Employee’s estate, as applicable) shall, for no consideration, forfeit such unvested RS Units; provided, however, that the Committee or its designee may, in the Committee’s or the designee’s sole and absolute discretion, as applicable, and to the extent consistent with Code Section 409A, provide for the acceleration of the vesting of the RS Units, in whole or in part, on a pro rata basis, or otherwise, or not at all, eliminate or make less restrictive any restrictions contained in this Agreement, waive any restriction or other provision of the Plan or this Agreement or otherwise amend or modify this Agreement in any manner that is either (i) not adverse to the Employee, or (ii) consented to by the Employee; provided, however that the Committee shall not reduce the vesting period to less than twelve months.

In the event that the Employee is terminated by the Company for Cause, the Employee shall forfeit immediately, without consideration from the Company, all outstanding RS Units (including any unvested RS Units and vested RS Units for which shares of Common Stock have not been issued or payment otherwise made). For purposes of this Agreement, Cause means (i) the Employee’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 (ii) the willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of the foregoing definition, no act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to be done, by the Employee 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 of Directors of the Company, the instructions of a more senior officer of the Company or the advice of counsel to the Company or its affiliates will be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company and its affiliates.

(d) Vesting of RS Units. If the Employee remains continuously employed with the Company and its Subsidiaries, as determined by the Committee or its designee, in the Committee’s or the designee’s sole and absolute discretion, as applicable, [until the [third] anniversary of the Date of Award, the Employee shall vest in one hundred percent (100%) of the RS Units (“Vesting Anniversary”)] [OR] [until the first anniversary of the Date of Award, the Employee shall vest in [33 1/3%] of the aggregate number of RS Units specified above, which percentage shall increase to [66 2/3%] of such number on the second anniversary of the Date of Award and [100%] of such number on the third anniversary of the Date of Award (each such anniversary, a “Vesting Anniversary”)].

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(e) Vesting upon Death or Disability. Upon the Employee’s death or Disability, the Employee shall vest in and have a non-forfeitable right to one hundred percent (100%) of the RS Units.

(f) Vesting Upon Retirement. If the Employee terminates employment with the Company on account of Retirement prior to the date on which the Employee becomes fully vested in his RS Units, the Employee shall vest in and have, subject to the other provisions of this Agreement, a right in the RS Units at the same time and to the same extent such RS Units would have otherwise vested if the Employee had remained employed. For purposes of this Restricted Stock Unit Agreement, “Retirement” means cessation of employment following a Participant’s attainment of age 55 and completion of five years of service.

(g) Vesting upon a Change in Control. If a Change in Control occurs during the term of this Agreement, the Employee shall vest in and have a non-forfeitable right to one hundred percent (100%) of the RS Units, as provided pursuant to Section 21 of the Plan.

(h) Rights. RS Units represent an unsecured promise of the Company to issue shares of Common Stock of the Company as otherwise provided in this Agreement. Other than the rights provided in this Agreement, the Employee shall have no rights of a stockholder of the Company until such RS Units have vested and the related shares of Common Stock have been issued pursuant to the terms of this Agreement.

(i) Issuance of Common Stock. The Company will issue to the Employee the shares of Common Stock underlying the vested RS Units on the earliest of (i) [the] [OR] [each applicable] Vesting Anniversary (but only with respect to such RS Units that were scheduled to vest on such Vesting Anniversary under Section 3(d)), (ii) a Change in Control (provided such event qualifies as a change in control event within the meaning of Section 409A of the Code), or (iii) the Employee’s death or Disability (provided such event qualifies as a disability within the meaning of Section 409A of the Code). In the event of the Employee’s death after vesting and before issuance of his shares, such shares of Common Stock shall be distributed to the Employee’s beneficiary designated by the Employee on such form and in such manner as may be prescribed by the Company or, if the Employee fails to designate a beneficiary in accordance with the foregoing, to the Employee’s surviving spouse or, if there is no surviving spouse, in equal shares to the Employee’s surviving children or, if there are no surviving children, to the Employee’s estate. Evidence of the issuance of the shares of Common Stock pursuant to this Agreement may be accomplished in such manner as the Company or its authorized representatives shall deem appropriate including, without limitation, electronic registration, book-entry registration or issuance of a certificate or certificates in the name of the Employee or in the name of such other party or parties as the Company and its authorized representatives shall deem appropriate.

(j) Dividend Equivalent Rights. If the Company declares and pays a cash dividend on shares of Common Stock, then, on the dividend payment date, the Company will credit to a bookkeeping account in the name of each person who holds RS Units, an amount equal to the dividend the holder would have received on the dividend payment date if the shares covered by his or her RS Units (held on both the dividend record date and the dividend payment date) had been issued and outstanding. The amount of the cash dividend equivalent credited to

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an individual’s account will become vested, without interest, if at all, when the corresponding RS Units become vested and the vested amount of such cash dividend equivalent will be payable to such individual, subject to applicable tax withholding, at the same time the corresponding RS Units become payable. In the event the shares of Common Stock issued pursuant to this Agreement remain subject to any additional restrictions, the Company and its authorized representatives shall ensure that the Employee is prohibited from entering into any transaction, which would violate any such restrictions, until such restrictions lapse.

4. Specified Employee Delay. Notwithstanding anything herein to the contrary, in the event that the Employee is determined to be a specified employee within the meaning of Section 409A of the Code, issuance of shares of Common Stock or other payment on account of termination of employment shall be made on the first payroll date which is more than six months following the date of the Employee’s termination of employment to the extent required to avoid any adverse tax consequences under Section 409A of the Code.

5. Community Interest of Spouse. The community interest, if any, of any spouse of the Employee in any of the RS Units shall be subject to all of the terms, conditions and restrictions of this Agreement and the Plan, and shall be forfeited and surrendered to the Company upon the occurrence of any of the events requiring the Employee’s interest in such RS Units to be so forfeited and surrendered pursuant to this Agreement.

6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee.

7. Tax Matters.

(a) The vesting of any RS Units and the issuance of shares of Common Stock pursuant to paragraph (i) of Section 3 of this Agreement or other payment hereunder shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). By execution of this Agreement, the Employee shall be deemed to have authorized the Company to withhold from the shares of Common Stock issued the shares of Common Stock necessary to satisfy the Employee’s required minimum statutory withholding taxes, if any. Notwithstanding the foregoing, the Company may require that the Employee satisfy the Employee’s Required Withholding, if any, by any other means the Company, in its sole discretion, considers reasonable. The obligations of the Company under this Agreement shall be conditioned on such satisfaction of the Required Withholding. Notwithstanding the foregoing, in the case of any Employee who is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, such Employee shall be entitled to elect to satisfy such withholding obligations, in Employee’s discretion, by having the Company withhold shares of Common Stock from such Award.

(b) The Employee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged the Employee to review with the Employee’s own tax advisors the federal, state, and local tax consequences of this Award. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that the Employee (and not the

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Company) shall be responsible for the Employee’s own tax liability that may arise as a result of this Agreement.

8. No Right to Continued Service. Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the employment of the Employee. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company.

9. Non-competition, Non-solicitation, and Non-disclosure. The Committee in its sole discretion, may require the Employee to forfeit immediately, without consideration from the Company, any portion of the RS Units (including the vested but unissued shares of Common Stock relating to such portion) which was not vested or issued prior to any of the following events: (a) the Employee, 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), as may be amended from time to time (or any successor policy); (b) the Employee 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 Employee 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), as may be amended from time to time (or any successor policy), during the Employee’s employment with the Company.

10. Forfeiture of Award. Notwithstanding anything to the contrary herein, if, at any time, whether or not Employee remains employed by the Company, the Employee (A) materially breaches any provision of this Agreement, or (B) willfully engages in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, then the Company, in its sole discretion, may require Employee, for no consideration, to forfeit immediately all outstanding RS Units (including any unvested RS Units and vested RS Units for which shares of Common Stock have not been issued or payment otherwise made).

11. Employment by the Company. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered to be employment by the Company.

12. Committee Discretion. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the

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Plan into effect. All action by the Committee under the provisions of this paragraph shall be conclusive for all purposes.

13. 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.

14. 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.

15. Severability. In the event any provision of this Agreement is found to be unlawful, void or unenforceable, the remaining provisions of this Agreement shall remain in force and valid.

THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE RS UNITS SUBJECT TO THIS AWARD SHALL VEST AND THE RESTRICTIONS RESULTING IN THE FORFEITURE OF THE RS UNIT SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF EMPLOYEE’S SERVICE TO THE COMPANY OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE RS UNITS). THE EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON EMPLOYEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF EMPLOYEE’S SERVICE TO THE COMPANY. The Employee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Restricted Stock Unit Award subject to all of the terms and provisions hereof and thereof, including the mandatory Dispute Resolution Procedure. The Employee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan.

THE EMPLOYEE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an authorized officer and the Employee has executed this Agreement, all as of the date first above written.

GARDNER DENVER, INC.

By:

Title:

EMPLOYEE

Signed:

Dated:

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EX-10.2

Exhibit 10.2

Gardner
Denver	Gardner Denver, Inc. Nonqualified Stock Option Agreement

RECIPIENT: SHARES: PURCHASE PRICE: GRANT DATE: EXPIRATION DATE:

This Nonqualified Stock Option Agreement (“Agreement”) is made between Gardner Denver, Inc., a Delaware corporation (the “Company”), and the undersigned, an employee of the Company or a subsidiary of the Company (the “Employee”).

WITNESSETH:

WHEREAS, the Management Development and Compensation Committee of the Board of Directors of the Company (the “Committee”) desires to benefit the Company by increasing motivation on the part of the Employee by creating an incentive to remain employed by the Company and to work to the very best of the Employee’s abilities; and

WHEREAS, to further this purpose, the Company desires to make a Nonqualified Stock Option Award to the Employee under the terms of the Gardner Denver, Inc. Long-Term Incentive Plan, as amended and restated (the “Plan”); and

WHEREAS, pursuant to official action of the Committee on the grant date specified above (“Grant Date”), the Company undertook to grant the Award contemplated by this Agreement to the Employee.

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1. General Conditions. Pursuant to the terms and provisions of the Plan, which terms and provisions are incorporated herein by reference, the Company grants to the Employee a Nonqualified Stock Option to purchase the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), specified above, at the Purchase Price specified above, subject to the following conditions:

(a) Defined Terms. Terms which are not specifically defined herein shall have the meanings ascribed to them in the Plan.

(i) For purposes of this Agreement, “Retirement” means cessation of employment following a Participant’s attainment of age 55 and completion of five years of service.

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(ii) For purposes of this Agreement, “Cause” means (A) the Employee’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 (B) the willful engaging by the Employee 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 Employee shall be considered “willful” unless it is done, or omitted to be done, by the Employee 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 of Directors of the Company, the instructions of a more senior officer of the Company or the advice of counsel to the Company or its affiliates will be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company and its affiliates.

(b) Status of Options. The Options granted hereunder are not intended to qualify as Incentive Stock Options.

(c) Vesting. Subject to Sections 2, 3 and 6 below, the Options shall be exercisable only if and after the Employee shall have remained in the employ of the Company for [one] year from the Grant Date specified above, at which time such rights shall become exercisable to the extent of [33 1/3% of the aggregate number of Shares specified above, which percentage shall increase to 66 2/3% of such number after two years from the Grant Date and 100% of such number after three years from the Grant Date][OR] [shall have remained in the employ of the Company for one year from the Grant Date specified above, at which time such rights shall become exercisable to the extent of [20% of the aggregate number of Shares specified above, which percentage shall increase to 40% of such number after two years from the Grant Date, 60% of such number after three years from the Grant Date, 80% of such number after four years from the Grant Date and 100% of such number after five years from the Grant Date].

(d) Continued Employment Requirement. Subject to Sections 2, 3 and 7 below, the Options shall be exercisable only by the Employee and only if the Employee has remained continuously in the employ of the Company from the Grant Date until the date on which such Options are exercised.

(e) Expiration. The Options shall expire upon the earliest of: (i) the Expiration Date specified above; (ii) as provided by Section 2, 3, 9 or 14 below; or (iii) cash payments made in complete or partial cancellation pursuant to Section 10 below. Such Options shall not be exercisable after such expiration.

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2. Termination of Options upon Cessation of Employment, Retirement or Disability. Options shall terminate if the Employee shall cease to be employed by the Company, as follows:

(a) If such cessation of employment is occasioned by any reason other than Retirement, Disability or death, the Options shall terminate immediately, except that the Employee shall be entitled to exercise his or her Options, to the extent that the Employee was vested and otherwise entitled to exercise such Options at the date of such termination of employment, at any time within 90 days after such termination (but not after the Expiration Date); provided, however, that such 90 day period shall not apply and the Options shall terminate immediately if Employee’s employment is terminated for Cause.

(b) If such cessation of employment is occasioned by Retirement, then the Options shall not be forfeited, but shall continue to vest and become exercisable in accordance with the schedule set forth in Section 1(c) (but not after the Expiration Date), and subject to the terms of the Agreement, including Sections 3, 9, and 14 hereof, as though such termination of employment had never occurred, so long as Employee at all times since the Grant Date complies with the terms of this Agreement.

(c) If such cessation of employment is occasioned by the Employee’s Disability, then the Employee may, at any time within one year following such cessation of employment (but not after the Expiration Date), exercise the Option to the extent of 100% of the Shares covered by this Option (notwithstanding the extent to which the Employee otherwise was entitled to exercise the same immediately prior to such cessation of employment).

3. Termination of Options upon Death. If the Employee dies while in the employ of the Company or within the applicable period during which his or her Options may be exercised following Retirement or Disability, then within the year next succeeding the Employee’s death (but not after the Expiration Date), the person entitled by will or the applicable laws of descent and distribution may exercise the Options to the extent of 100% of the Shares covered by this Option (notwithstanding the extent to which the Employee otherwise was entitled to exercise the same immediately prior to death). If the Employee dies within the 90 day period described in Section 2(a) during which his or her Options may be exercised, then within the year next succeeding the Employee’s death (but not after the Expiration Date), the person entitled by will or the applicable laws of descent and distribution may exercise the Options to the extent that employee would have been entitled to exercise such Options at the date of termination of employment.

4. Exercising Options. This Option may be exercised by delivering to the Company at its principal executive office (directed to the attention of the Corporate Secretary, or if the Corporate Secretary is the Employee at issue, then to the attention of the President or a Vice President) a written notice, signed by the Employee or a person entitled to exercise the Option, as the case may be, of the election to exercise the Option and stating the number of Shares in respect of which it is then being exercised. The Option shall be

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deemed exercised as of the date the Company receives such notice. As an essential part of such notice, it shall be accompanied by (a) payment of the full purchase price of the Shares then being purchased and (b) satisfaction, or agreement with the Company as to the manner of satisfaction, of any taxes required by law to be withheld due to the exercise of the Option, including an exercise by a transferee to whom the Employee has transferred the Option in accordance with Section 7 below. In the event the Option shall be exercised by any person other than the Employee, such notice shall be accompanied by appropriate evidence of the right of such person to exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) Shares, or (c) any combination of cash and Shares, provided that, other than with respect to any optionee that is a reporting person under Section 16 of the Securities Exchange Act of 1934, the Company reserves the right to prohibit the use of Shares as payment of the purchase price. In the case of any Employee who is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, such Employee shall be entitled to elect to utilize Shares as payment of the purchase price in Employee’s discretion. Shares used in payment of the purchase price shall be valued at the closing price of such Shares on the NYSE or as reported in the consolidated transaction reporting system for the date of exercise. Upon the proper exercise of the Option, the Company shall issue in the name of the person exercising the Option, and deliver to such person, a certificate or certificates for the Shares purchased, or shall otherwise properly evidence the purchase of such Shares in the Company’s stock records. The Employee shall have no rights as a stockholder in respect of any Shares as to which the Option shall not have been effectively exercised as provided in this Agreement.

5. Regulatory Restrictions. This Option shall not be exercisable if such exercise would violate (a) any applicable requirement under the Securities Act of 1933, as amended (the “Act”), the Securities Exchange Act of 1934, as amended, or the listing requirements of any stock exchange; (b) any applicable state securities law; or (c) any other applicable legal requirement. Furthermore, if a registration statement with respect to the Shares to be issued upon the exercise of this Option is not in effect or if counsel for the Company deems it necessary or desirable in order to avoid possible violation of the Act, the Company may require, as a condition to its issuance of the Shares, the delivery to the Company of a commitment in writing by the person exercising the Option that at the time of such exercise it is the person’s intention to acquire such Shares for the person’s own account for investment only and not with a view to, or for resale in connection with, the distribution of such Shares, that such person understands that the Shares may be “restricted securities” as defined in Rule 144 issued under the Act, and that any resale, transfer or other disposition of the Shares will be accomplished only in compliance with Rule 144, the Act, or other or subsequent applicable rules and regulations under the Act. The Company may place on the certificates evidencing such Shares an appropriate legend reflecting such commitment and the Company may refuse to permit transfer of such Shares until it has been furnished evidence satisfactory to it that no violation of the Act or the applicable rules and regulations would be involved in such transfer.

6. Future and Continued Service. Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the employment of the Employee. The Employee acknowledges that this Option has

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been granted in anticipation of future services being rendered by the Employee to the Company.

7. No Transfer. This Option may not be assigned, encumbered or transferred except, in the event of the death of a Participant by will or by the laws of descent and distribution. The Employee shall have the right, subject to the provisions of this Section 7, to transfer all or any portion of the Option granted under this Agreement (or an amendment thereto), for estate planning purposes, to (a) the Employee’s 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 Options or portion of an Option transferred by the Employee shall be established by the Committee, in its discretion but in accordance with this Section 7 shall remain subject to the same terms and conditions as were applicable immediately prior to the transfer, including those provisions regarding exercisability of the Option following the cessation of employment of the Employee by the Company and the death of the Employee, except that no transferee may further transfer an Option or portion of an Option transferred by the Employee in accordance with this Section 7, other than by will or the laws of descent and distribution. In order to effect a transfer in accordance with this Section 7, the Employee shall deliver to the Company (in the manner set forth in Section 4) a Notice of Transfer of Option substantially in the form attached to this Agreement.

8. Arbitration. The Company and the Employee 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 Philadelphia (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 the Employee prevails as to any material issue presented to the arbitrator, the entire cost of such proceedings (including, without limitation, the Employee’s reasonable attorneys’ fees) shall be borne by the Company. If the Employee 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 the Employee 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

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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.

9. Forfeiture of Award. If the Employee (or the Employee’s estate) shall initiate a legal proceeding against the Company in connection with this Agreement (including, without limitation, any such claim, dispute or controversy arising under any federal, state of local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) other than pursuant to the terms of Arbitration Procedure described in Section 8 above, then the Company in its sole discretion, may require Employee (or the Employee’s estate, as applicable), for no consideration, to forfeit immediately all Options granted under this Agreement which were not exercised prior to the initiation of such legal proceeding. If the Employee’s employment with the Company is terminated for Cause, the Employee shall, for no consideration, forfeit immediately all Options granted under this Agreement which were not exercised prior to such termination. If, at any time, whether or not Employee remains employed by the Company, the Employee (A) materially breaches any provision of this Agreement, or (B) willfully engages in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, then the Company, in its sole discretion, may require Employee, for no consideration, to forfeit immediately all Options granted under this Agreement which were not exercised prior to such event.

10. Change in Control. If a Change in Control occurs during the term of this Agreement, the Employee shall receive, with respect to any Option which is not exercisable in full, a cash payment in an amount to be determined pursuant to Section 21 of the Plan in lieu of the exercise of the portion of the Option which is not exercisable.

11. Employment by the Company. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company.

12. Committee Discretion. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect. All action by the Committee under the provisions of this paragraph shall be conclusive for all purposes.

13. Effect of the Plan. This Agreement and the Option granted under this Agreement shall be subject to all of the provisions of the Plan as are in effect from time to time, which provisions of the Plan shall govern if there is any inconsistency between this Agreement and the Plan. The Company hereby reserves the right to amend, modify, restate, supplement, suspend or terminate the Plan without the consent of the Employee, so long as such amendment, modification, restatement, supplement, suspension or termination shall not impair the rights and benefits available to the Employee hereunder, and this

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Award shall be subject, without further action by the Company or the Employee, to such amendment, modification, restatement, supplement, suspension or termination unless provided otherwise therein.

14. Non-competition, Non-solicitation, and Non-disclosure. The Committee in its sole discretion, may require the Employee to forfeit immediately, without consideration from the Company, any portion of the Option rights granted to him or her (including the right to purchase the underlying shares of Common Stock relating to such portion) which was not exercised prior to any of the following events: (a) the Employee, 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), as may be amended from time to time (or any successor policy); (b) the Employee 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 requests 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 Employee fails to abide by the contractual terms of the Employee Nondisclosure 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), as may be amended from time to time (or any successor policy), during the Employee’s employment with the Company.

15. Community Interest of Spouse. The community interest, if any, of any spouse of the Employee in any of the Options shall be subject to all of the terms, conditions and restrictions of this Agreement and the Plan, and shall be forfeited and surrendered to the Company upon the occurrence of any of the events requiring the Employee’s interest in such Options to be so forfeited and surrendered pursuant to this Agreement.

16. Tax Matters.

(a) The exercise of an Option and the issuance of any shares of Common Stock pursuant to an Option shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). By execution of this Agreement, the Employee shall be deemed to have authorized the Company to withhold from the shares of Common Stock issued the number of shares necessary to satisfy the Employee’s required minimum statutory withholding taxes, if any. Notwithstanding the foregoing, the Company may require that the Employee satisfy the Employee’s Required Withholding, if any, by any other means the Company, in its sole discretion, considers reasonable. The obligations of the Company under this Agreement shall be conditioned on such satisfaction of the Required Withholding. Notwithstanding the foregoing, in the case of any Employee who is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, such Employee shall be entitled to elect to satisfy such withholding obligations, in Employee’s discretion, by having the Company withhold shares of Common Stock.

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(b) The Employee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged the Employee to review with the Employee’s own tax advisors the federal, state, and local tax consequences of this Award. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that the Employee (and not the Company) shall be responsible for the Employee’s own tax liability that may arise as a result of this Agreement.

17. 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.

18. 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.

19. Severability. In the event any provision of this Agreement is found to be unlawful, void or unenforceable, the remaining provisions of this Agreement shall remain in force and valid.

THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE OPTIONS SUBJECT TO THIS OPTION AWARD SHALL VEST AND BECOME EXERCISABLE, IF AT ALL, ONLY DURING THE PERIOD OF THE EMPLOYEE’S SERVICE TO THE COMPANY OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE OPTIONS). THE EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON THE EMPLOYEE ANY RIGHT WITH RESPECT TO FUTURE OPTION AWARDS OR CONTINUATION OF THE EMPLOYEE’S SERVICE TO THE COMPANY. The Employee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option Award subject to all of the terms and provisions hereof and thereof, including the mandatory Dispute Resolution Procedure. The Employee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan.

THE EMPLOYEE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.

GARDNER DENVER, INC.

By:

Title:

8

EMPLOYEE

Signed:

Dated:

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EX-10.3

Exhibit 10.3

Gardner
Denver	Gardner Denver, Inc. Long-Term Cash Bonus Award Agreement

This Long-Term Cash Bonus Award Agreement (“Agreement”) is made by and between «FirstName» «LastName» (the “Participant”) and Gardner Denver, Inc, a Delaware corporation (the “Company”).

WITNESSETH:

WHEREAS, the Management Development and Compensation Committee of the Board of Directors of the Company (the “Committee”) desires to benefit the Company by increasing motivation on the part of the Participant by creating an incentive to remain employed by the Company and to work to the very best of the Participant’s abilities; and

WHEREAS, to further this purpose, the Company desires to make a Long-Term Cash Bonus Award (the “Award”) to the Participant under the terms of the Gardner Denver, Inc. Long-Term Incentive Plan, as amended and restated (the “Plan”); and

WHEREAS, pursuant to official action of the Committee on [                    ], 20[    ] (the “Grant Date”), the Company granted the Award contemplated by this Agreement to the Participant.

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1. Benefits. Participant shall be eligible to receive any and all benefits to which he or she is entitled to receive for this 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) Performance Period. The “Performance Period” is the period beginning on [                    ] and ending on [                    ].

(b) Base Salary and Base Salary Factor. “Base Salary” means the base salary of the Participant as defined in Section 2.4 of the Plan. The “Base Salary Factor” to be used in

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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»%].

(c) 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 and engineered products businesses since the commencement of the Performance Period (the “Earnings Growth Rate”)]:

Threshold Performance	Target Performance	Maximum Performance
[        %]	[        %]	[        %]

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

Performance Target Achieved	Payment Opportunity
Threshold Performance	[        %]
Target Performance	[        %]
Maximum Performance	[        %]

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.

(e) 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 cessation of employment; provided that such a cessation 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, subject to the rules set forth in Section 15 of the Plan.

(f) 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 [        %] Payment Opportunity.

(g) 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 [        %] Payment Opportunity and for the payment of any Award at the conclusion of a Performance Period.

(h) 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 [        %] Payment Opportunity.

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(i) [Earnings Before Taxes. <<Insert Year>> Long-Term Cash Bonus Award based on <<Insert Year>> earnings before taxes (“EBT”) for the Company’s industrial and engineered businesses of $<<Insert EBT>>.]

(j) Retirement. “Retirement” means cessation of employment following a Participant’s attainment of age 55 and completion of five years of service.

3. Award. The Participant is hereby granted 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 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:

Award amount = Payment Opportunity x (Base Salary Factor x Base Salary)

In the event the Award calculated in accordance with this Agreement 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 of the following calendar year, the Participant shall be paid a lump sum in [cash], an Award amount calculated in accordance with the terms and methodology set forth in paragraphs 2 and 3 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 (as defined in the Plan) 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; if the Committee makes such a determination, then the Participant shall receive a prorated payment of the Award payable hereunder, if any, as soon as practicable following the end of the Performance Period, but no later than March 15th of the following calendar year, 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. 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, as soon as practicable following the end of the Performance Period, but no later than March 15th of the following calendar year, 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. 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.

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6. Community Interest of Spouse. The community interest, if any, of any spouse of the Participant in any of the Long-Term Cash Bonus Award shall be subject to all of the terms, conditions and restrictions of this Agreement and the Plan, and shall be forfeited and surrendered to the Company upon the occurrence of any of the events requiring the Participant’s interest in such Long-Term Cash Bonus Award to be so forfeited and surrendered pursuant to this Agreement.

7. Payment Upon Change in Control. In the event of a Change in Control, then the Participant shall receive a payment of the Award payable hereunder, if any, as provided in Section 21 of the Plan.

8. 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), as may be amended from time (or any successor policy); (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), as may be amended from time (or any successor policy), during the Participant’s employment with the Company.

9. 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 excess, if any, of (x) the sum total of the Award actually awarded to the Participant over (y) the amount of the Award such Participant would have received had the Award been calculated based on the restated financial statements.

10. Arbitration. The Company and the Participant 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 Philadelphia (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

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(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 the Participant prevails as to any material issue presented to the arbitrator, the entire cost of such proceedings (including, without limitation, Participant’s reasonable attorneys’ fees) shall be borne by the Company. If the Participant 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 the Participant pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action. Notwithstanding the provisions of this paragraph, either party may seek injunctive relief in a court of competent jurisdiction, whether or not the case is then pending before the panel of arbitrators. Following the court’s determination of the injunction issue, the case shall continue in arbitration as provided herein.

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

12. 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.

13. Binding Effect. 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.

14. Committee Discretion. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The

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Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect. All action by the Committee under the provisions of this paragraph shall be conclusive for all purposes.

15. 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.

16. No Right to Continued Service. Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the employment of the Participant. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company.

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

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

19. Severability. In the event any provision of this Agreement is found to be unlawful, void or unenforceable, the remaining provisions of this Agreement shall remain in force and valid.

PARTICIPANT ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.

[Remainder of page intentionally left blank]

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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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