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EXHIBIT 10.4
GARDNER DENVER, INC.
EXECUTIVE ANNUAL BONUS PLAN
JANUARY 1, 2006
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) The Company is merged, consolidated or reorganized into or
with
another
corporation or other legal person, and immediately after such
merger,
consolidation or reorganization less than a majority of the
combined
voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held
in the
aggregate
by the holders of Voting Stock of the Company immediately prior
to such
transaction;
(b) The Company sells all or substantially all of its assets to
any
other
corporation or other legal person, and less than a majority of
the
combined
voting power of the then-outstanding securities of such
corporation or person immediately after such sale are held in
the
aggregate
by the holders of Voting Stock of the Company immediately prior
to such
sale;
(c) There is a report filed on Schedule 13D or Schedule 14D-1
(or
any
successor schedule, form or report), each as promulgated pursuant
to
the
Exchange Act, disclosing that any person (as the term "person" is
used
in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become
the beneficial
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owner (as
the term "beneficial owner" is defined under Rule 13(d)(3) or
any
successor rule or regulation promulgated under the Exchange Act)
of
securities
representing 20% or more of the Voting Stock;
(d) The Company files a report or proxy statement with the
Securities
and Exchange Commission pursuant to the Exchange Act disclosing
in
Response to Form 8-K or Schedule 14A (or any successor schedule,
form
or report
or item therein) that a Change in Control of the Company has or
may have
occurred or will or may occur in the future pursuant to any
then-existing contract or transaction; or
(e) If during any period of two consecutive years, individuals
who
at the
beginning of any such period constitute the Directors of the
Company
cease for any reason to constitute at least a majority thereof,
provided,
however, that for purposes of this Section 2.3(e), each
Director
who is
first elected, or first nominated for election by the Company's
stockholders, by a vote of at least two-thirds of the Directors of
the
Company
(or a committee thereof) then still in office who were
Directors
of the
Company at the beginning of any such period will be deemed to
have
been a
Director of the Company at the beginning of such period.
Notwithstanding the foregoing provisions of Section 2.3(c) or
2.3(d)
hereof, unless otherwise determined in a
specific case by majority vote of the
Board, a Change in Control shall not be
deemed to have occurred for purposes of
the Plan solely because (i) the Company,
(ii) an entity in which the Company
directly or indirectly beneficially own a
50% or more of the Voting Stock, or
(iii) any employee stock ownership plan or
any other employee benefit plan
sponsored by the Company, either files or
becomes obligated to file a report or
a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K
or Schedule 14A (or any successor schedule,
form or report or item therein)
under the Exchange Act, disclosing
beneficial ownership by it of shares of
Voting Stock, whether in excess of 20% or
otherwise, or because the Company
reports that a change in control of the
Company has or may have occurred or will
or may occur in the future by reason of
such beneficial ownership.
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.
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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.
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
