0001193125-08-098023 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2008 by and between Colfax Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

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GREGORY SCOTT FAISON EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment • Virginia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 29, 2008, (the “Effective Date”) by and between Colfax Corporation, a Delaware corporation (the “Company”), and G. Scott Faison (the “Executive”). This Agreement amends, restates and supersedes the employment agreement entered into as of April 22, 2008 by an between the Company and the Executive.

COLFAX CORPORATION (a Delaware corporation) 18,750,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment • New York
COLFAX CORPORATION
Omnibus Incentive Plan • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment

Colfax Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).

COLFAX CORPORATION
Omnibus Incentive Plan • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment

Colfax Corporation, a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee. The terms and conditions of the grant are set forth in this cover sheet and the attachment (collectively, the “Agreement”) and in the Colfax Corporation 2008 Omnibus Incentive Plan (the “Plan”).

COLFAX CORPORATION DEFERRED DELIVERY STOCK OWNERSHIP AGREEMENT
Omnibus Incentive Plan • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment

Colfax Corporation, a Delaware corporation (the “Company”), hereby grants shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee in connection with the Grantee’s Employee Appreciation Rights Agreement with the Company dated [ ] (the “Rights Agreement”), whereby the Grantee is entitled to certain bonus payments (the “EAR Bonus”). This Award is made under the terms and conditions set forth in this cover sheet and the attachment (collectively, the “Agreement”) and in the Colfax Corporation 2008 Omnibus Incentive Plan (the “Plan”), and this Award is made in satisfaction of 50% of the EAR Bonus payable to the Grantee.

COLFAX CORPORATION DEFERRED DELIVERY STOCK OWNERSHIP AGREEMENT FORMER EMPLOYEE
Deferred Delivery Stock Ownership Agreement • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment • Delaware

Colfax Corporation, a Delaware corporation (the “Company”), hereby grants shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee in connection with the Grantee’s Employee Appreciation Rights Agreement with the Company dated [ ] (the “Rights Agreement”), whereby the Grantee is entitled to certain bonus payments (the “EAR Bonus”). This Award is made under the terms and conditions set forth in this cover sheet and the attachment (collectively, the “Agreement”), and this Award is made in satisfaction of 50% of the EAR Bonus payable to the Grantee.

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