WAIVER AND RELEASE
AGREEMENT
I, Tracy D.
Pagliara, understand my last day of employment with Gardner Denver
is August 25, 2008 (“Termination of Employment
Date”), and I accept the following, which Gardner Denver,
Inc., including its agents, employees, officers, directors,
insurers, subsidiaries, affiliates, successors and assigns
(collectively “GDI”) promises to me, in consideration
for the promises I make in this Waiver and Release Agreement (this
“Agreement”), and in satisfaction of any and all
obligations owed, financial or otherwise, due or payable to me by
GDI:
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payment of the sum of Five Hundred
and Ten Thousand and No/100’s Dollars ($510,000.00), a
payment equivalent to seventy two (72) weeks of pay, to be
made payable to me in lump sum, less applicable withholdings,
payable no earlier than the first practicable payroll date
occurring at least eight (8) days after my acceptance of and
signature on this Agreement;
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payment of the sum of Eighteen
Thousand One Hundred and Sixty Six and 50/100’s Dollars
($18,166.50), a payment equivalent to eighteen (18) months of
COBRA medical insurance premiums, to be made payable to me in lump
sum, less applicable withholdings, payable no earlier than the
first practicable payroll date occurring at least eight
(8) days after my acceptance of and signature on this
Agreement; and
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Other Benefits:
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My
eligibility and right to payment under the GDI retirement savings
plan and supplemental excess defined contribution plan will be
governed exclusively by the terms and conditions of applicable plan
document(s), using my Termination of Employment Date as my
separation from service and/or termination date as such is defined
in the applicable plan document(s); I understand that my
contributions and the company contributions will cease on my
Termination of Employment Date.
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Any
remaining stock options that have vested prior to my Termination of
Employment Date, but have not been exercised by me, may be
exercised until February 28, 2009. Thereafter, I have forfeited any
vested but unexercised options. Vesting on all unvested options
terminates on my Termination of Employment Date, except that all
unvested options which are scheduled to vest in February 2009
will be treated as vested, effective on their respective vest dates
in February 2009.
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Any
unvested restricted stock and restricted stock units terminate on
my Termination of Employment Date, except that the unvested
restricted stock which is scheduled to vest in February 2009
will be treated as vested, effective on the vest date.
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Waiver and
Release Agreement
Page 2 of 5
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My
participation in any GDI bonus plan, including but not limited to
the Executive Annual Bonus Plan and the Long-Term Incentive Plan,
will cease as of my Termination of Employment Date. I will receive
full payment of the amount that would have been otherwise payable
if my eligibility continued under the 2008 Executive Annual Bonus
Plan and the 2006 Long-Term Cash Bonus Opportunity if, and to the
extent, the financial conditions for these bonus payments are met
as of December 31, 2008, payable no later than March 15,
2009.
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I
understand that I am eligible to receive outplacement services
through a firm of my choosing at GDI’s expense (up to an
amount no greater than $25,000.00) to assist me in finding a new
position. I further understand GDI will also reimburse me for
reasonable travel expenses associated with such outplacement
services, subject to the overall $25,000.00 limit described in the
preceding sentence.
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I
understand that I will continue to receive GDI’s executive
tax return preparation service regarding my 2008 tax return and tax
planning services through Rubin Brown, up to an aggregate amount no
greater than $6,000.00.
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I
understand that the payments hereunder are inclusive of any and all
vacation pay entitlements.
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In
lieu of any and all other future variable compensation, including
but not limited to equity compensation and Long-Term Cash Bonus
Opportunities, I will receive payment of the sum of One Hundred and
Thirty Thousand and No/100’s Dollars ($130,000.00), less
applicable withholdings, payable no earlier than the first
practicable payroll date occurring at least eight (8) days
after my acceptance of and signature on this Agreement.
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I
understand that all other company benefits cease on my Termination
of Employment Date.
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(1.) Complete
and General Release. I understand this is a complete and
general release. In exchange for the promises made by GDI in this
Agreement, which I acknowledge are sufficient, I, for myself and my
heirs, executors, administrators, successors and assigns, release
and forever discharge and promise not to sue GDI with respect to
any claims (including without limitation, causes of action, suits,
debts, sums of money, controversies, agreements, promises, damages,
costs, losses, expenses and demands whatsoever, at law or in
equity, or before any federal, state or local administrative
agency, whether known or unknown, whether accrued or unaccrued,
whether contingent or certain) which I now have, or any claims
whatsoever which may hereafter accrue on account of the events,
circumstances or occurrences related to my employment and
separation from employment with GDI up to and including the
effective date of this release, including without limitation any
claims such as claims under the Age Discrimination in Employment
Act, of 1967, 29 U.S.C. § 621, et seq. ; Title VII of
the Civil Rights Act of 1964, 42 U.S.C. § 2000-e et seq
.; the Employee Retirement Inc
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