EXECUTIVE CHANGE IN CONTROL AGREEMENT

Exhibit 10.1

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.

(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 highest annual cash bonus paid or payable to Executive by the Company pursuant to the Executive Annual Bonus Plan for the three full fiscal year period 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

Executive’s Initials:                       

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.

Executive’s Initials:                       

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 t he 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

Executive’s Initials:                       

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.

Executive’s Initials:                       

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 precl