Exhibit 10.16
RESTRICTED STOCK AGREEMENT
THIS
AGREEMENT, made as of the ___ day of ___, 20___ by and between
Gardner Denver, Inc. (hereinafter called the
“Company”), and «First»
«Last_Name» (hereinafter called the
“Employee”);
WITNESSETH
THAT:
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, who is materially important to the Company, by creating
an incentive to remain as an employee of 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 restricted
stock award to the Employee for «Restricted_Shares»
shares under the terms of the Company’s Long-Term Incentive
Plan (“Plan”):
NOW,
THEREFORE, in consideration of the premises, and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as
follows:
1. Terms of Award .
Pursuant to action of the Committee, which action was taken on
______ ___, 20___ (“Date of Award”), the
Company awards to the Employee «Restricted_Shares»
shares of the common stock of the Company (“Common
Stock”); provided, however, that the shares hereby awarded
are nontransferable (including any sale, transfer, exchange, pledge
or other disposition) by the Employee during the period described
below and are subject to the risk of forfeiture described below.
Prior to the time shares become transferable, the shares of
Restricted Stock shall bear a legend indicating their
nontransferability, and, except as provided in Section 2, if the
Employee’s employment with the Company is terminated prior to
the time a restriction lapses, the Employee shall forfeit any
shares of Restricted Stock which are still subject to the
restrictions at the time of termination of such service.
On the
date three (3) years after the Date of Award (______ ___,
20___), all of the shares of Restricted Stock shall become
transferable by the Employee if the Employee is still an employee
of the Company on such date, and has been continuously employed by
the Company since the Date of Award. All of the shares of
Restricted Stock which have not previously become transferable by
the Employee shall be forfeited by the Employee on the date on
which the Employee terminates employment with the Company.
Notwithstanding the foregoing, in the event of a Change of Control
(as defined in the Plan), all previously granted shares of
Restricted Stock not yet free of the restrictions of this
Section 1 shall become immediately free of such
restrictions.
2. Death, Disability or Retirement
of the Employee . In the event of the death or disability (as
defined in the Plan) of the Employee, or retirement in accordance
with any
retirement plan of the Company then in effect, all previously
granted shares of Restricted Stock not yet free of the restrictions
of Section 1 shall become immediately free of such
restrictions. In the event of death, shares of Restricted Stock
that become vested in accordance with this Section 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&rsqu
