Waiver and
Release Agreement
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WAIVER AND RELEASE
AGREEMENT
I, Armando L.
Castorena, understand my last day of employment with Gardner
Denver, Inc. (“GDI”) is May 10, 2011
(“Termination of Employment Date”), and I accept the
following, which GDI promises to me, in consideration for the
promises I make in this Waiver and Release Agreement (this
“Agreement”):
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Payment of the sum of Four Hundred
Fifty Five Thousand Seven Hundred Ninety Nine Dollars ($455,799),
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 a sum equivalent to
twelve (12) 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 August 9, 2011. 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 on September 15,
2011 will be treated as vested, effective as of that date and once
vested may be exercised until December 15, 2011. The parties
agree that these provisions amend, to the extent required, the
applicable award agreements for such awards which otherwise
continue to apply.
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Any
unvested restricted stock units terminate on my Termination of
Employment Date, except that the unvested restricted stock units
which are scheduled to vest on September 15, 2011 will be
treated as vested, effective as of that date. The parties agree
that these provisions amend, to the extent required, the applicable
award agreements for such awards which otherwise continue to
apply.
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My
participation in any GDI bonus plans, 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.
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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) to assist me in finding a new
position. I further understand GDI also will reimburse me for
reasonable travel expenses associated with such outplacement
services, subject to the overall $25,000 limit described in the
proceding sentence.
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1
Waiver and
Release Agreement
Page 2 of 4
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Any
obligation I have to repay any GDI-paid relocation expenses,
reimbursement of relocation expenses, or other relocation benefit,
resulting from my separation of service and/or termination from
employment with GDI is hereby waived. In addition, GDI will apply
the same tax gross-up methodology used to calculate the total
federal, state and local tax gross-up’s, as defined in the
executive relocation FAQ document that applies to all other
executives who report to the CEO and who have relocated to the
Philadelphia area. Any remaining tax payments will be made by GDI
for my relocation expenses incurred in moving from Quincy, IL to
Pennsylvania on or before December 31,2011.
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I
understand that I will continue to receive GDI’s executive
tax return preparation service regarding my 2011 tax return and tax
planning services through Rubin Brown, up to an aggregate amount no
greater than $6,000.
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GDI
will pay a lump sum of five (5) days of unused
vacation.
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I
understand that I will have the right to elect COBRA benefits under
the GDI medical plan in accordance with federal law.
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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 . In consideration for r
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