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WAIVER AND RELEASE AGREEMENT

Waiver Agreement

WAIVER AND RELEASE AGREEMENT | Document Parties: GARDNER DENVER INC | Gardner Denver, Inc You are currently viewing:
This Waiver Agreement involves

GARDNER DENVER INC | Gardner Denver, Inc

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Title: WAIVER AND RELEASE AGREEMENT
Date: 8/5/2011
Industry: Misc. Capital Goods     Sector: Capital Goods

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Exhibit 10.1

Waiver and Release Agreement
Page 1 of 4

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”):

 

 

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;

 

 

 

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

 

 

 

Other Benefits:

 

 

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.

 

 

 

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.

 

 

 

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.

 

 

 

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.

 

 

 

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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Waiver and Release Agreement
Page 2 of 4

 

 

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.

 

 

 

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.

 

 

 

GDI will pay a lump sum of five (5) days of unused vacation.

 

 

 

I understand that I will have the right to elect COBRA benefits under the GDI medical plan in accordance with federal law.

 

 

 

I understand that all other company benefits cease on my Termination of Employment Date.

     (1.) Complete and General Release . In consideration for rec


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