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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: September 27, 2010
(Date of earliest event reported)
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State of
Incorporation)
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1-10235
(Commission File Number)
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36-3555336
(IRS Employer
Identification No.) |
1925 West Field Court, Suite 200
Lake Forest, Illinois 60045-4824
(Address of principal executive offices, including zip code)
(847) 498-7070
(Registrants telephone number, including area code)
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Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements with Certain Officers. |
(e) Severance Arrangements for Frank J. Notaro and Harold Morgan
On September 27, 2010, the Compensation Committee of the Board of Directors of IDEX
Corporation (IDEX) adopted a severance arrangement for Frank J. Notaro and amended the severance
arrangement for Harold Morgan. In the event the employment of Mr. Notaro or Mr. Morgan is
terminated without cause and other than in connection with a change in control, each executive will
be eligible for severance equal to 12 months base salary, plus their target bonus. Mr. Morgans
previous arrangement provided for severance equal to 12 months base salary only.
The foregoing description of the severance arrangements with Messrs. Notaro and Morgan is
qualified in its entirety by reference to the terms of the letter agreement with each executive,
which are filed herewith as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
(e) Amendment of the IDEX Corporation Supplemental Executive Retirement Plan
On September 27, 2010, the Compensation Committee of the Board of Directors of IDEX amended
the IDEX Corporation Supplemental Executive Retirement Plan to add an annual contribution of 2% of
a participants compensation for each year to the defined contribution excess benefit component.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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10.1 |
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Letter Agreement between IDEX Corporation and Frank J. Notaro, dated
September 30, 2010 |
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10.2 |
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Letter Agreement between IDEX Corporation and Harold Morgan, dated
September 30, 2010 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IDEX CORPORATION
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By: |
/s/ Dominic A. Romeo
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Dominic A. Romeo |
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October 1, 2010 |
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Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Letter Agreement between IDEX Corporation and Frank J. Notaro, dated September 30, 2010 |
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10.2 |
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Letter Agreement between IDEX Corporation and Harold Morgan, dated September 30, 2010 |
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Lawrence D. Kingsley
Chairman and Chief Executive Officer |
IDEX Corporation
1925 West Field Court
Suite 200
Lake Forest, Illinois 60045-4824
United States
www.idexcorp.com
September 30, 2010
Frank Notaro
IDEX Corporation
1925 W. Field Court
Lake Forest, IL 60045
Dear Frank:
As part of our ongoing review of our executive compensation programs, IDEX Corporation seeks to
ensure that executives are provided market competitive protection benefits.
Based upon the results of that review, and while we fully expect that IDEX will continue to grow
and prosper as an independent publicly-traded company, we are offering the following levels of
benefit based upon your role as Vice President, General Counsel and Secretary for IDEX Corporation
in the case of unforeseen circumstances.
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If, in the future, your employment with IDEX Corporation is terminated without cause
(cause defined as willful misconduct or fraudulent behavior), IDEX will pay you twelve
(12) months base salary at the then current monthly base rate plus your targeted annual
incentive bonus (MICP or equivalent plan) in a lump sum in exchange for a signed release
within 50 days of your termination. Such benefit will not be applicable in the event of
your voluntary termination. |
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All other provisions of your current IDEX compensation and benefits programs remain the
same. |
Please indicate your acceptance of these provisions below.
Frank, we appreciate your contributions to IDEX and wish you continuing success.
Sincerely,
Lawrence D. Kingsley
Chairman and Chief Executive Officer
IDEX Corporation
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9/30/10 |
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Acceptance of Provisions
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Date |
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Frank Notaro |
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Lawrence D. Kingsley
Chairman and Chief Executive Office |
IDEX Corporation
1925 West Field Court
Suite 200
Lake Forest, Illinois 60045-4824
United States
www.idexcorp.com
September 30, 2010
Harold Morgan
IDEX Corporation
1925 W. Field Court
Lake Forest, IL 60045
Dear Harold:
As part of our ongoing review of our executive compensation programs, IDEX Corporation seeks to
ensure that executives are provided market competitive protection benefits.
Based upon the results of that review, and while we fully expect that IDEX will continue to grow
and prosper as an independent publicly-traded company, we are offering the following levels of
benefit based upon your role as Vice President, Human Resources for IDEX Corporation in the case of
unforeseen circumstances.
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If, in the future, your employment with IDEX Corporation is terminated without cause
(cause defined as willful misconduct or fraudulent behavior), IDEX will pay you twelve
(12) months base salary at the then current monthly base rate plus your targeted annual
incentive bonus (MICP or equivalent plan) in a lump sum in exchange for a signed release
within 50 days of your termination. Such benefit will not be applicable in the event of
your voluntary termination. |
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All other provisions of your current IDEX compensation and benefits programs remain the
same. |
Please indicate your acceptance of these provisions below.
Harold, we appreciate your contributions to IDEX and wish you continuing success.
Sincerely,
Lawrence D. Kingsley
Chairman and Chief Executive Officer
IDEX Corporation
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9/30/10 |
Acceptance of Provisions
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Date |
Harold Morgan |
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