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Exhibit 10.2
RESTRICTED STOCK AGREEMENT
THIS
AGREEMENT, made as of the ___ day of May, 2007 by and between
Gardner Denver, Inc. (hereinafter called the "Company"), and
(hereinafter called the "Director");
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 Director,
who is materially important to the Company, by creating an
incentive to remain as an Director of the Company and to work to
the very best of the Director’s abilities; and
WHEREAS,
to further this purpose, the Company desires to make a restricted
stock award to the Director for
shares under the terms of the Company’s Amended and Restated
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 May
2, 2007 ("Date of Award"), the Company awards to the Director
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 Director during the period described
below and are subject to the risk of forfeiture described below
("Restricted Stock"). 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 Director’s service on the Board of Directors is
terminated prior to the time a restriction lapses, the Director
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 (May 2, 2010), all of the shares of
Restricted Stock shall become transferable by the Director if the
Director continues to serve as a member of the Board of Directors
of the Company on such date, and has continuously served on the
Board of Directors since the Date of Award. All of the shares of
Restricted Stock which have not previously become transferable by
the Director shall be forfeited by the Director on the date on
which the Director’s service to the Company terminates.
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 Director . In the event of the death or
disability (as defined in the Plan) of the Director, 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
Director’s beneficiary designated by the Director on such
form and in such manner as may be prescribed by the Company or, if
the Director fails to designate a beneficiary in accordance with
the foregoing, to the Director’s surviving spouse or, if
there is no surviving spouse, in equal shares to the
Director’s surviving children or, if there are no surviving
children, to the Director’s estate.
3.
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