EXECUTIVE CHANGE OF CONTROL SEPARATION AGREEMENT

Exhibit 10.7

EXECUTIVE CHANGE OF CONTROL SEPARATION AGREEMENT

          This Executive Change of Control Separation Agreement is entered into as of the                      day of                      , 200_, by and between AMETEK, Inc., a Delaware corporation (the “ Company ”), and Name of Employee                      (the “ Employee ”).

          WHEREAS, the Employee is presently employed by the Company, as its Title of Employee ;

          WHEREAS, the Company considers it essential to retain well qualified key management personnel, and, in this regard, the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors of the Company (the “ Board ”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control of the Company exists and the uncertainty and questions caused by this possibility may result in the departure or distraction of key management personnel to the detriment of the Company and its shareholders;

          WHEREAS, the Compensation Committee has determined that the Company should take appropriate steps to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction in the face of uncertainty arising from the possibility of a Change of Control of the Company, although no such change is now contemplated; and

          WHEREAS, in order to induce the Employee to remain in the employ of the Company, the Company agrees that the Employee shall receive the compensation set forth in this Agreement if the Employee’s employment with the Company is terminated involuntarily without Cause or voluntarily for Good Reason during the two year-period immediately following a Change of Control as a cushion against the financial and career impact on the Employee of any such Change of Control;

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:

1.		Definitions.
		For all purposes of this Agreement, the following terms shall have the meanings specified in this Section 1 unless the context clearly otherwise requires:

	(a)		Accounting Firm . “Accounting Firm” shall have the meaning given to that term under Section 10.
	(b)		Agreement . “Agreement” shall mean this Executive Change of Control Separation Agreement entered into by and between the Company and the Employee.
	(c)		Annual Bonus . “Annual Bonus” shall mean the greatest of the following:

	(1)		the Employee’s target bonus for the fiscal year in which the Change of Control occurs;
	(2)		the Employee’s target bonus for the fiscal year in which the Employee’s Termination Date occurs;
	(3)		the average of the bonuses received by the Employee from the Company, its affiliates or subsidiaries for the two fiscal years of the Company ending immediately before the Change of Control; or
	(4)		the average of the bonuses received by the Employee from the Company, its affiliates or subsidiaries for the two fiscal years of the Company ending immediately before the Employee’s Termination Date.

The Employee’s target bonus shall be the Employee’s actual target bonus as determined under the Company’s annual bonus plan, except that, if the Change of Control or Termination Date (as applicable) occurs on or after January 1 and before July 1 in any given year, the Employee’s target bonus shall be calculated using the Employee’s annual base salary in effect on the date immediately preceding the effective date of the Change of Control or Termination Date, whichever is greater. Any target or actual bonus granted for a partial fiscal year shall be increased to an annualized amount. The Annual Bonus shall be determined as if any amounts actually deferred by the Employee under any plan of the Company, its subsidiaries or affiliates, including, but not limited to, the AMETEK, Inc. Deferred Compensation Plan or a plan qualified under section 401(k) or 125 of the Code, were not deferred.

(d)

Base Salary . “Base Salary” shall mean the greater of:

	(1)		the rate of annual base salary in effect on the last day of the fiscal year immediately preceding the effective date of the Change of Control or, if the Employee first became employed by the Company in the year of the Change of Control, the rate of annual base salary in effect on his date of hire; or
	(2)		the rate of annual base salary in effect on the last day of the fiscal year immediately preceding the Employee’s Termination Date.

     Base Salary shall include any amounts deferred by the Employee under any plan of the Company, its subsidiaries or affiliates, including, but not limited to, a plan qualified under section 401(k) or 125 of the Code.

	(e)		Board . “Board” shall mean the Board of Directors of the Company.
	(f)		Cause . “Cause” shall mean (1) misappropriation of funds, (2) habitual insobriety or substance abuse, (3) conviction of a felony or a crime involving moral turpitude, or (4) gross negligence in the performance of duties that has had a

			material adverse effect on the business, operations, assets, properties or financial condition of the Company.
	(g)		Change of Control . A “Change of Control” shall occur if:

	(1)		Any one person or more than one person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires ownership of stock of the Company that, together with the stock held by such person or group of persons, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if such person or group of persons is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company before this transfer of the Company’s stock, the acquisition of additional stock by the same person or persons acting as a group shall not be considered to cause a Change of Control of the Company; or
	(2)		Any one person or more than one person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group of persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company. However, if such person or group of persons is considered to own 30 percent or more of the total voting power of the stock of the Company before this acquisition, the acquisition of additional control or stock of the Company by the same person or group of persons shall not cause a Change of Control of the Company; or
	(3)		A majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election; or
	(4)		Any one person or more than one person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group of persons) assets from the Company that have a total gross fair market value equal to substantially all but in no event less than 40 percent of the total fair market value of all assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by the Company will not result in a Change of Control under this Section 1(g)(4), if the assets are transferred to:

	(a)		A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
	(b)		An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the transfer of assets;
	(c)		A person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or
	(d)		An entity, at least 50 percent of the total value or voting power of which is owned directly or indirectly, by a person or group of persons described in Section 1(g)(4)(c), above.

For purposes of this Section 1(g), no acquisition, either directly or indirectly, by the Employee, his affiliates and associates, the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan shall constitute a Change in Control.

	(h)		Code . “Code” shall mean the Internal Revenue Code of 1986, as amended.
	(i)		Company . “Company” shall mean AMETEK, Inc., a Delaware corporation.
	(j)		Compensation Committee . “Compensation Committee” shall mean the Compensation Committee of the Board of Directors of the Company.
	(k)		Confidential Information . “Confidential Information” shall have the meaning given to that term under Section 11.
	(l)		Employee . “Employee” shall mean the person designated in the first paragraph of this Agreement.
	(m)		Federal Rate . “Federal Rate” shall mean the applicable federal rate provided for in section 7872(f)(2) of the Code.
	(n)		Good Reason Termination . “Good Reason Termination” shall mean a Termination of Employment initiated by the Employee upon one or more of the following occurrences:

	(1)		Any failure of the Company to comply with and satisfy any of the terms of this Agreement without the Employee’s express written consent;
	(2)		Any involuntary reduction of the authority, duties or responsibilities held by the Employee immediately prior to the Change of Control;

	(3)		Any involuntary reduction of the Employee’s total compensation from that in effect immediately prior to the Change of Control; or
	(4)		Any transfer of the Employee, without the Employee’s express written consent, to a location which is outside the Paoli, Pennsylvania area (or the general area in which his principal place of business immediately preceding the Change of Control may be located at such time if other than Paoli, Pennsylvania) by more than fifty miles other than on a temporary basis (less than 6 months).

	(o)		Notice of Termination . “Notice of Termination” means a written notice which (1) indicates the specific provision in this Agreement relied upon, (2) briefly summarizes the facts and circumstances deemed to provide a basis for the Employee’s Termination of Employment under the provision so indicated, and (3) specifies the Termination Date (which date shall not be more than 15 days after the giving of such notice).
	(p)		Overpayment . “Overpayment” shall have the meaning given to that term under Section 10.
	(q)		Payment . “Payment” shall have the meaning given to that term under Section 10.
	(r)		Reduced Amount . “Reduced Amount” shall have the meaning given to that term under Section 10.
	(s)		Termination Date . “Termination Date” shall mean the date specified in the Notice of Termination described in Section 2 or, if later, the date on which the Notice of Termination is deemed to be received (as provided in Section 16).
	(t)		Termination of Employment . “Termination of Employment” shall mean the termination of the Employee’s actual employment relationship with the Company and any of its subsidiaries, constituting a separation from service within the meaning of section 409A of the Code, upon the Employee’s Termination Date and in accordance with the Notice of Termination provisions under Section 2.
	(u)		Underpayment . “Underpayment” shall have the meaning given to that term under Section 10.

2.

Notice of Termination.

Any Termination of Employment following a Change of Control shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 16 hereof.

3.

Severance Benefits Upon Termination of Employment Within Two Years After a Change of Control.

Subject to the provisions of Section 10 hereof, in the event of either the Employee’s involuntary Termination of Employment for any reason other than Cause or the Employee’s Good Reason

Termination, in either event during the two-year period beginning on the effective date of a Change of Control:

	(a)		Cash Payment . The Company shall pay to the Employee a lump sum cash amount equal to [one][two][three] times the sum of the Employee’s Base Salary and Annual Bonus, subject to customary employment taxes and deductions. The payment shall be made on the 60th day after the Employee’s Termination Date, provided that if the Employee is a “specified employee” of the Company (within the meaning of Section 409A of the Code), the cash payment shall be paid on the first day of the seventh month following the Termination Date. The Employee shall forfeit his right to the cash payment under this Section 3(a) if a release (substantially in the form attached to this Agreement) is not executed before or can still be revoked on the 60th day after the Employee’s Termination Date.
	(b)		Continued Health Coverage . The Company shall continue the Employee’s coverage under (or provide a tax equivalent monthly payment equal to the cost of) the Company’s health program, as in effect from time to time for other senior executives of the Company until the earliest of (1) the end of the 10th year following the year of the Change of Control, (2) the Employee’s eligibility for Medicare, (3) the Employee’s commencement of new employment where the Employee is eligible to participate in a health program without a pre-existing condition limitation, or (4) the Employee’s death. If the Company provides a tax equivalent monthly payment equal to the cost of the Company’s health program, (1) no payment shall affect the amount of monthly payments provided in any other calendar year, (2) payments shall not be made later than the last day of the calendar year following the calendar year in which the Employee incurs the expense to which the monthly payment relates, and (3) the right to the monthly payment shall not be subject to liquidation or exchange for any other benefit.

4.

Other Payments.

The payments and benefits due under Section 3 he