EXHIBIT 10.1
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of November 4, 2005, is between IDEX
CORPORATION, a Delaware corporation with its executive offices at 000 Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Corporation"), and XXXXXXXX X.
XXXXXXXX, an individual residing at 0000 XXX Xxxxx Xxx, Xxxx Xxxxx, XX 00000
(the "Executive").
RECITALS:
A. The Corporation and the Executive have entered into an
Employment Agreement dated as of July 21, 2004 (the "Agreement") as amended by
the First Amendment to the Agreement dated as of March 22, 2005.
B. The Corporation and the Executive desire to amend the
Agreement to reflect certain changes to the terms and conditions of Executive's
employment by entering into this Second Amendment to the Agreement (this
"Amendment").
NOW THEREFORE, in consideration of the foregoing, the
Corporation and the Executive agree to further amend the Agreement effective as
of September 28, 2005 as follows:
1. Section 9(a) of the Agreement is amended to read as follows:
A. UPON TERMINATION BY THE CORPORATION OTHER THAN FOR CAUSE.
UPON THE CORPORATION'S TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR OTHER THAN
CAUSE, THE CORPORATION WILL PROVIDE THE FOLLOWING:
1. SALARY AND FRINGE BENEFITS. THE EXECUTIVE WILL RECEIVE
HIS FULL SALARY AND FRINGE BENEFITS THROUGH THE EFFECTIVE DATE
OF TERMINATION TOGETHER WITH ANY UNPAID BONUS FOR A PRIOR
PERIOD. THE EXECUTIVE WILL ALSO RECEIVE (I) HIS FULL SALARY, AND
(II) MEDICAL AND HEALTH INSURANCE (MEDICAL AND HEALTH INSURANCE
IS HEREINAFTER REFERRED TO AS "FRINGE BENEFITS") AS IN EFFECT ON
THE DATE OF EITHER THE CORPORATION'S OR THE EXECUTIVE'S RECEIPT
OF A NOTICE OF TERMINATION FROM THE OTHER PARTY FOR A PERIOD OF
24 MONTHS BEGINNING WITH THE MONTH NEXT FOLLOWING THE MONTH
DURING WHICH HIS EMPLOYMENT TERMINATES. IF THE EXECUTIVE DIES
DURING THE 24 MONTH PERIOD, THE BALANCE OF THE SALARY PAYMENTS
WILL BE PAID AS PROVIDED IN SECTION 15 AND ANY DEPENDENT HEALTH
OR MEDICAL FRINGE BENEFITS WILL BE PROVIDED FOR THE BALANCE OF
THE 24 MONTH PERIOD.
2. BONUS. THE EXECUTIVE WILL RECEIVE A BONUS AMOUNT EQUAL
TO THE 200% OF HIS BASE SALARY IN EFFECT IN THE YEAR OF THE
TERMINATION OF HIS EMPLOYMENT. THIS AMOUNT WILL BE PAID IN 24
EQUAL MONTHLY PAYMENTS BEGINNING WITH THE MONTH NEXT FOLLOWING
THE MONTH DURING WHICH HIS EMPLOYMENT TERMINATES. ADDITIONALLY,
THE EXECUTIVE WILL RECEIVE A BONUS AMOUNT EQUAL TO THE AMOUNT
DETERMINED BY MULTIPLYING THE BONUS AMOUNT DETERMINED UNDER THE
EIBP BY A FRACTION THE NUMERATOR OF WHICH IS THE NUMBER OF FULL
AND PARTIAL CALENDAR MONTHS OF SERVICE IN THE CALENDAR YEAR THAT
INCLUDES THE DATE OF THE TERMINATION OF HIS EMPLOYMENT AND THE
DENOMINATOR OF WHICH IS 12. THIS AMOUNT WILL BE PAID AT THE TIME
PAYMENT IS CUSTOMARILY MADE UNDER THE EIBP.
3. ACCRUED VACATION. THE EXECUTIVE WILL RECEIVE PAYMENT FOR
ACCRUED BUT UNUSED VACATION, WHICH PAYMENT WILL BE EQUITABLY
PRORATED BASED ON THE PERIOD OF ACTIVE EMPLOYMENT FOR THAT
PORTION OF THE FISCAL YEAR IN WHICH THE EXECUTIVE'S TERMINATION
OF EMPLOYMENT BECOMES EFFECTIVE. PAYMENT FOR ACCRUED BUT UNUSED
VACATION WILL BE PAYABLE IN ONE LUMP SUM ON THE EFFECTIVE DATE
OF THE TERMINATION OF EMPLOYMENT (OR AS SOON THEREAFTER AS
PRACTICABLE).
4. EQUITY COMPENSATION. THE INDUCEMENT OPTIONS WILL BECOME
FULLY VESTED AND WILL BE EXERCISABLE ACCORDING TO THE TERMS OF
THE OPTION AGREEMENT AND THE INDUCEMENT RESTRICTED STOCK AWARD
WILL BECOME FULLY VESTED.
2. Section 9(e) of the Agreement is amended to read as follows:
UPON TERMINATION FOLLOWING A CHANGE IN CONTROL. UPON THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT BY THE CORPORATION WITHOUT CAUSE OR THE
EXECUTIVE'S TERMINATION WITH GOOD REASON WHICH, IN EITHER CASE, OCCURS IN
CONTEMPLATION OF OR WITHIN THE 24 MONTH PERIOD FOLLOWING A CHANGE IN CONTROL,
THE CORPORATION WILL PROVIDE THE FOLLOWING:
5. SALARY AND FRINGE BENEFITS. THE EXECUTIVE WILL RECEIVE
HIS FULL SALARY AND FRINGE BENEFITS THROUGH THE EFFECTIVE DATE
OF TERMINATION TOGETHER WITH ANY UNPAID BONUS FOR A PRIOR
PERIOD. THE EXECUTIVE WILL ALSO RECEIVE HIS FULL SALARY AND
FRINGE BENEFITS, AS IN EFFECT ON THE EFFECTIVE DATE OF
TERMINATION, FOR A PERIOD OF 36 MONTHS BEGINNING WITH THE MONTH
NEXT FOLLOWING THE MONTH DURING WHICH HIS EMPLOYMENT TERMINATES.
IF THE EXECUTIVE DIES DURING THE 36 MONTH PERIOD, THE BALANCE OF
THE SALARY PAYMENTS WILL BE PAID AS PROVIDED IN SECTION 15 AND
ANY DEPENDENT HEALTH OR MEDICAL FRINGE BENEFITS WILL BE PROVIDED
FOR THE BALANCE OF THE 36 MONTH PERIOD.
6. BONUS. THE EXECUTIVE WILL RECEIVE A BONUS AMOUNT EQUAL
TO THE 300% OF HIS BASE SALARY IN EFFECT IN THE YEAR OF THE
TERMINATION OF HIS EMPLOYMENT. THIS AMOUNT WILL BE PAID IN 36
EQUAL MONTHLY PAYMENTS BEGINNING WITH THE MONTH NEXT FOLLOWING
THE MONTH DURING WHICH HIS EMPLOYMENT TERMINATES. ADDITIONALLY,
THE EXECUTIVE WILL RECEIVE A BONUS AMOUNT EQUAL TO THE AMOUNT
DETERMINED BY MULTIPLYING THE BONUS AMOUNT DETERMINED UNDER THE
EIBP BY A FRACTION THE NUMERATOR OF WHICH IS THE NUMBER OF FULL
AND PARTIAL CALENDAR MONTHS OF SERVICE IN THE CALENDAR YEAR THAT
INCLUDES THE DATE OF THE TERMINATION OF HIS EMPLOYMENT AND THE
DENOMINATOR OF WHICH IS 12. THIS AMOUNT WILL BE PAID AT THE TIME
PAYMENT IS CUSTOMARILY MADE UNDER THE EIBP.
7. ACCRUED VACATION. THE EXECUTIVE WILL RECEIVE PAYMENT FOR
ACCRUED BUT UNUSED VACATION, WHICH PAYMENT WILL BE EQUITABLY
PRORATED BASED ON THE PERIOD OF ACTIVE EMPLOYMENT FOR THAT
PORTION OF THE FISCAL YEAR IN WHICH THE EXECUTIVE'S TERMINATION
OF EMPLOYMENT BECOMES EFFECTIVE. PAYMENT FOR ACCRUED BUT UNUSED
VACATION WILL BE PAYABLE IN ONE LUMP SUM ON THE EFFECTIVE DATE
OF THE TERMINATION OF EMPLOYMENT (OR AS SOON THEREAFTER AS
PRACTICABLE).
8. EQUITY COMPENSATION. THE INDUCEMENT OPTIONS WILL VEST
AND WILL BE EXERCISABLE IN THE MANNER PROVIDED UNDER THE TERMS
OF THE OPTION PLAN UNDER WHICH THEY WERE GRANTED. THE INDUCEMENT
RESTRICTED STOCK AWARD WILL BECOME FULLY VESTED.
Except as specifically amended hereby, the Agreement shall
continue in full force and effect as written and previously amended.
This Amendment may be executed in any number of counterparts,
each of which will be deemed to be an original and all of which taken together
will be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of this 4th day of November, 2005.
CORPORATION:
IDEX CORPORATION
By /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President -
General Counsel
and Secretary
EXECUTIVE:
/s/ Xxxxxxxx X. Xxxxxxxx
---------------------------
Xxxxxxxx X. Xxxxxxxx
