Contract

EXHIBIT 10.1 (a) TRANSITION AND RETIREMENT AGREEMENT THIS AGREEMENT, dated as of February 25, 2005, is between IDEX CORPORATION,a Delaware corporation with its executive offices at 630 Dundee Road, Suite 400,Northbrook, Illinois 60062 (the “Corporation”), and DENNIS K. WILLIAMS (the”Executive”). RECITALS: A. The Executive is currently employed as the Chairman of the Board,President and Chief Executive Officer of the Corporation pursuant to anEmployment Agreement dated April 14, 2000 (the “Employment Agreement”). B. The original term of the Employment Agreement expires on April 30, 2005and Executive has indicated his desire to resign from his position as Presidentand Chief Executive Officer effective as of March 22, 2005, and to retire asChairman of the Board effective as of the later of March 31, 2006 or the date ofthe Corporation’s annual meeting of shareholders in 2006. C. The Corporation desires that the Executive assist in the orderlytransition of leadership and management of the Corporation and the Executive iswilling to remain in an executive Chairman capacity in order to effect suchtransition. D. The Corporation desires to receive from the Executive a lengthening ofthe period during which the Executive will not compete with the business of theCorporation from two years to a five-year period. E. The Corporation and the Executive desire to enter into this Agreement toset forth the terms of Executive’s continued employment and retirement from theCorporation. NOW, THEREFORE, in consideration of the promises and of the covenantscontained in this Agreement, the Corporation and the Executive agree as follows: 1. DEFINITIONS. The following definitions apply for purposes of thisAgreement. (a) “Board of Directors” or “Board” means the Board of Directors of theCorporation. (b) “Cause” means a finding by the Board of Directors that any of thefollowing conditions exist: (i) The Executive’s willful and continued failure substantially to perform his material duties under this Agreement (other than as a result of his disability) if such failure is not substantially cured within 15 days after written notice is provided to the Executive. (ii) The Executive’s willful breach in a substantive and material manner of his fiduciary duty or duty of loyalty to the Corporation which is injurious to the financial condition in more than a de minimus manner or the business reputation of the Corporation. (iii) The Executive’s indictment for a felony offense under the laws of the United States or any state thereof (other than for a violation of motor or vehicular laws). (iv) A material breach by the Executive of any restrictive covenant contained in Sections 11 and 12 of this Agreement.For purposes of this definition, no act or failure to act will be deemed”willful” unless effected by the Executive not in good faith and without areasonable belief that his action or failure to act was in or not opposed to theCorporation’s best interests. (c) “Code” means the Internal Revenue Code of 1986, as amended. (d) “Corporation” means IDEX Corporation. (e) “Effective Date” means March 22, 2005. (f) “Fringe Benefits” means (i) medical, health and life insurance, and(ii) other miscellaneous fringe benefits (including, but not limited to, thepersonal accident plan at the level in effect on the date of termination, andthe use of the Corporation provided automobile or auto use allowance). (g) “Retirement Date” means the later of March 31, 2006 or the date of theCorporation’s annual meeting of shareholders in 2006. 2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth inthis Agreement, the Corporation hereby agrees to continue to employ theExecutive, and the Executive hereby agrees to continue employment as Chairman ofthe Board on and after the Effective Date through and until his Retirement Date.Subject to the terms and conditions set forth in this Agreement, as of theEffective Date, the Executive will resign his position as President and ChiefExecutive Officer of the Corporation. The Executive will perform those dutiesand discharge those responsibilities as are commensurate with his position, andas the -2-Board of Directors may from time to time reasonably direct, commensurate withhis position. In connection with the performance of those duties, theCorporation acknowledges that Executive may perform those duties at locationsother than the Corporation’s executive office and it will not ordinarily requirethe Executive to be present in the Corporation’s executive office more than sixdays per month. The Executive agrees to perform his duties and discharge hisresponsibilities in a faithful manner and to the best of his ability and to useall reasonable efforts to promote the interests of the Corporation. TheExecutive may not accept other gainful employment except with the prior consentof the Board of Directors. With the prior consent of the Board of Directors,which will not be unreasonably withheld, the Executive may become a director,trustee or other fiduciary of other corporations, trusts or entities.Notwithstanding the foregoing, the Executive may manage his passive investmentsand be involved in charitable, civic and religious interests so long as they donot materially interfere with the performance of the Executive’s dutieshereunder. 3. COMPENSATION. (a) From the Effective Date through April 27, 2005, the Executive willreceive $31,153.85 in each bi-weekly payroll payment. (b) Executive will receive $109,090.91 in each bi-weekly payroll paymentcommencing with the May 11, 2005 payment and ending with payment made on orprior to the earliest to occur of (i) March 1, 2006, (ii) his termination by theCorporation for Cause or (iii) his voluntary resignation. These payments willnot be considered “compensation” for purposes of the Corporation’s SupplementalExecutive Retirement Plan and, to the extent these payments increase theExecutive’s accrued benefit under the Corporation’s Retirement Plan, suchincreased accrued benefit will be an offset to the Executive’s benefit under theCorporation’s Supplemental Executive Retirement Plan. (c) Executive will not be entitled to participate in any bonus, long-termor short-term equity or cash incentive compensation programs of the Corporationin 2005 or 2006. (d) The Corporation will deduct or withhold from all salary and from allother payments made to the Executive pursuant to this Agreement, all amountsthat may be required to be deducted or withheld under any applicable SocialSecurity contribution, income tax withholding or other similar law now in effector that may become effective during the term of this Agreement. 4. OTHER BENEFITS AND TERMS. Except as otherwise provided, during the termof Executive’s employment through the Retirement Date, the Executive will beentitled to the following other benefits and terms: (a) The Executive will be entitled to participate in the Corporation’shealth and medical benefit plans, any pension, profit sharing and retirementplans, and any insurance policies or programs from time to time generallyoffered to all or substantially all executive employees who are employed by theCorporation. These plans, policies and programs are -3-subject to change at the sole discretion of the Corporation. Notwithstanding theforegoing, life insurance benefits will be provided at an amount not less thanone times base salary. (b) The Executive will be entitled to any other fringe benefit from time totime generally offered to all or substantially all senior executive employeeswho are employed by the Corporation. (c) The Corporation will provide the Executive with the use of anautomobile or an auto use allowance that is commensurate with his position. (d) The Executive will be entitled to limited use of the Corporation’saircraft for non-business purposes, not to exceed usage in excess of incrementalcost to the Corporation of $110,000 (the “Personal Use Limitation”) during theperiod May 1 ,2005 through the Retirement Date, and subject to the terms of theCorporation’s Aircraft Use Guidelines as amended from time to time. If Executiverelocates his residence outside of the State of Illinois, travel at the requestof the Corporation from his residence to the Corporation’s executive office andreturn travel to his residence will not be charged against the Personal UseLimitation. Executive’s use of the Corporation’s aircraft to attend boardmeetings of corporations or entities other than the Corporation will be chargedagainst the Personal Use Limitation. If the Executive’s use of the Corporation’saircraft is for business purposes, his spouse accompanying him on such travelwill not cause the use to be charged against the Personal Use Limitation. (e) The Corporation will pay on behalf of or reimburse the Executive forpersonal legal and financial advice in calendar year 2005 an amount not toexceed $15,000 less amounts, if any, claimed by the Executive under theEmployment Agreement for 2005 prior to the Effective Date. (f) Notwithstanding anything to the contrary, for purposes of determiningthe Executive’s benefits under the Corporation’s Supplemental ExecutiveRetirement Plan, the Executive’s “compensation” shall include income recognizedby him with respect to the Restricted Stock Award under Section 3(d) of theEmployment Agreement. (g) Notwithstanding any provision in any stock option award agreement withthe Executive, with respect to options which first become exercisable within thecalendar month of March 2006, if Executive may not exercise those options or maynot sell shares of the Corporation’s stock because of the Corporation’s policiesrestricting trading of shares by certain individuals, the Corporation will, inits discretion, which will be exercised in a manner so as not to cause adversetax consequences to Executive under Section 409A of the Code, either (i) waivethe restrictions with respect to the Executive (ii) allow Executive to sell theshares received on exercise to the Corporation, (iii) allow for the Executive tosell the shares received on exercise in a private sale transaction or (iv)provide that those options remain exercisable for a period of time, not toexceed 30 days, following the date on which the Executive is no longerrestricted from trading shares of the Corporation. -4- (h) Except as specifically provided in Section 8, or as required by law,the Executive acknowledges that he, his spouse and dependents will not receivehealth and medical benefits following any termination of his employment. (i) If the Corporation does not amend its Supplemental Executive RetirementPlan by December 15, 2005, to provide for distribution of benefits on separationfrom service, the Corporation agrees to allow the Executive, in accordance withthe provisions of IRS Notice 2005-1 and any further similar guidance, to electto terminate his participation in the Supplemental Executive Retirement Plan in2005 so that the amounts deferred under the Supplemental Executive RetirementPlan would be distributed to him and causing such amounts to be included inincome in 2005. (j) Condition (1) contained in Section 2(a) of The Restricted Stock AwardAgreement between the Corporation and the Executive dated April 14, 2000 ishereby amended to read as follows: 1. Executive remains employed by IDEX as its Chairman of the Board, and 5. VACATIONS. The Executive will be entitled to five weeks of paid vacationeach year. Unused vacation in any year may not be carried over to subsequentyears. 6. REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse the Executivefor expenses which the Executive may from time to time reasonably incur onbehalf of the Corporation in the performance of his responsibilities and dutiesincluding, but not limited to, professional dues and attendance at professionalconferences. 7. PERIOD OF EMPLOYMENT. Subject to the provisions of this Section, theperiod of employment of the Executive under this Agreement will begin on theEffective Date and continue until the Retirement Date. Notwithstanding theforegoing: (a) The Executive’s employment will automatically terminate upon the deathof the Executive. (b) The Corporation may terminate the Executive’s employment for Cause. 8. BENEFITS UPON TERMINATION OF EMPLOYMENT. The Corporation will provide tothe Executive the following benefits in connection with his termination ofemployment: (a) Retirement. In connection with the Executive’s retirement, theCorporation will provide the following: (i) Additional Compensation. The Executive will receive payments of $31,153.85 in each of 26 bi-weekly payroll payments commencing with the -5- April 6, 2006 payment. If the Executive dies during the 26 bi-weekly payroll period, the balance of the payments will be paid as provided in Section 13. (ii) Bonus. The Executive will receive a bonus payment equal to $1,296,000 payable in one lump sum on April 1, 2006 (or as soon thereafter as practicable). Of this amount, $324,000 will be considered “compensation” for purposes of the Corporation’s Supplemental Executive Retirement Plan. (iii) Accrued Vacation. Executive will receive payment for accrued but unused vacation, which payment will be equitably prorated based on the period of employment through the Retirement Date. Payment for accrued but unused vacation will be payable in one lump sum on the Retirement Date (or as soon thereafter as practicable). (iv) Accrued Benefits. Except as otherwise provided in this Agreement, the Executive shall be entitled to such benefits as he has accrued under the terms of the Corporation’s employee benefit plans, including but not limited to the Retirement Plan, Deferred Compensation Plan for Officers, 2001 Stock Plan for Officers and Supplemental Executive Retirement Plan (as they may be reasonably amended by the Corporation to comply with the provisions of Section 409A of the Code). (b) Upon Termination Other Than For Cause. If Executive’s employment isterminated for any reason (including death or disability) other than terminationby the Corporation for Cause, the Corporation will provide the following: (i) Salary And Fringe Benefits. The Executive, or the Executive’s successor as provided in Section 13, will receive the Executive’s full salary and Fringe Benefits through March 1, 2006. Any health or medical Fringe Benefits for Executive or his dependents will be provided through the Retirement Date. (ii) Additional Benefits. The Executive, or the Executive’s successor as provided in Section 13, will receive those payments as provided under Section 8(a). (c) For Cause. Upon termination of the Executive’s employment for Cause,the Corporation will provide the following: (i) Salary And Fringe Benefits. The Executive’s base salary and Fringe Benefits through the effective date of termination. (ii) 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 -6- 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). (iii) Additional Benefits. The Executive will receive those payments as provided under Section 8(a)(i), (ii) and (iv). (d) Reduction In Fringe Benefits. Medical and health Fringe Benefits underthis Section will be reduced to the extent of any medical and health fringebenefits provided by and available to the Executive from any subsequentemployer. (e) Stock Options. If the employment of the Executive is terminated forreasons of disability or death or in the event of a “Control Event” (as definedin any Stock Option award agreement) after the Effective Date but prior to theRetirement Date, all Stock Option award agreements between the Corporation andthe Executive are hereby amended to provide that, with respect to options thatwere not yet exercisable at time of termination due to disability, death oroccurrence of a Control Event, only those options that would have becomeexercisable in March 2006 will become exercisable on account of termination forreason of disability, death or occurrence of a Control Event and the period inwhich they may be exercised will expire thirty days following the RetirementDate or, if later, in case of disability which results in the Executive beingunable to mange his own affairs or death, one year from the date the disabilityoccurs or of death. (f) Compliance with Section 409A. Notwithstanding any other provision ofthe Agreement, if necessary to comply with the requirements of Section 409A ofthe Code, payment of benefits under this Agreement will not be made until sixmonths following the Executive’s separation form service. 9. NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically provided,nothing in this Agreement will prevent or limit the Executive’s continuedparticipation in any benefit, incentive, or other plan, practice, or programprovided by the Corporation and for which the Executive may qualify. Any amountof vested benefit or any amount to which the Executive is otherwise entitledunder any plan, practice, or program of the Corporation will be payable inaccordance with the plan, practice, or program, except as specifically modifiedby this Agreement. 10. NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Executive will not beobligated to seek other employment or to take other action to mitigate anyamount payable to him under this Agreement and, except as provided in Section8(d), amounts owed to him hereunder shall not be reduced by amounts he mayreceive from another employer. 11. CONFIDENTIALITY. During the course of his employment, the Executivewill have access to confidential information relating to the lines of businessof the Corporation, its trade secrets, marketing techniques, technical and costdata, information concerning customers and suppliers, information relating toproduct lines, and other valuable and confidential information relating to thebusiness operations of the Corporation not generally available to the -7-public (the “Confidential Information”). The parties hereby acknowledge that anyunauthorized disclosure or misuse of the Confidential Information could causeirreparable damage to the Corporation. The parties also agree that covenants bythe Executive not to make unauthorized use or disclosures of the ConfidentialInformation are essential to the growth and stability of the business of theCorporation. Accordingly, the Executive agrees to the confidentiality covenantsset forth in this Section. The Executive agrees that, except as required by his duties with theCorporation or as authorized by the Corporation in writing, he will not use ordisclose to anyone at any time, regardless of whether before or after theExecutive ceases to be employed by the Corporation, any of the ConfidentialInformation obtained by him in the course of his employment with theCorporation. The Executive shall not be deemed to have violated this Section 11by disclosure of Confidential Information that at the time of disclosure (a) ispublicly available or becomes publicly available through no act or omission ofthe Executive, or (b) is disclosed as required by court order or as otherwiserequired by law, on the condition that notice of the requirement for suchdisclosure is given to the Corporation prior to making any disclosure. The Executive agrees that since irreparable damage could result from hisbreach of the covenants in this Section, in addition to any and all otherremedies available to the Corporation, the Corporation will have the remedies ofa restraining order, injunction or other equitable relief to enforce theprovisions thereof. The Executive consents to jurisdiction in Lake County,Illinois on the date of the commencement of any action for purposes of anyclaims under this Section. In addition, the Executive agrees that the issues inany action brought under this Section will be limited to claims under thisSection, and all other claims or counterclaims under other provisions of thisAgreement will be excluded. In addition, the Executive has signed and is bound by the terms of theCorporation’s “Employee Inventions and Proprietary Information Agreement”. Tothe extent that the provisions of such agreement conflict with this Agreement,the terms of this Agreement will be controlling. 12. NON-COMPETITION. In consideration of the compensation and otherbenefits to be paid to the Executive under and in connection with thisAgreement, the Executive agrees that, beginning on the date of this Agreementand continuing until the Covenant Expiration Date (as defined in Subsection (b)below), he will not, directly or indirectly, for his own account or as agent,employee, officer, director, trustee, consultant, partner, stockholder or equityowner of any corporation or any other entity (except that he may passively ownsecurities constituting less than 1% of any class of securities of a publiccompany), or member of any firm or otherwise, (i) engage or attempt to engage,in the Restricted Territory (as defined in Subsection (d) below), in anybusiness activity which is directly or indirectly competitive with the businessconducted by the Corporation or any Affiliate at the Reference Date (as definedin Subsection (c) below), (ii) employ or solicit the employment of any personwho is employed by the Corporation or any Affiliate at the Reference Date or atany time during the six-month period preceding the Reference Date, except thatthe Executive will be free to employ or solicit the employment of any suchperson whose employment with the Corporation or any Affiliate has -8-terminated for any reason (without any interference from the Executive) and whohas not been employed by the Corporation or any Affiliate for at least six (6)months, (iii) canvass or solicit business in competition with any businessconducted by the Corporation or any Affiliate at the Reference Date from anyperson or entity who during the six-month period preceding the Reference Datewas a customer of the Corporation or any Affiliate or from any person or entitywhich the Executive has reason to believe might in the future become a customerof the Corporation or any Affiliate as a result of marketing efforts, contactsor other facts and circumstances of which the Executive is aware, (iv) willfullydissuade or discourage any person or entity from using, employing or conductingbusiness with the Corporation or any Affiliate or (v) intentionally disrupt orinterfere with, or seek to disrupt or interfere with, the business orcontractual relationship between the Corporation or any Affiliate and anysupplier who during the six-month period preceding the Reference Date shall havesupplied components, materials or services to the Corporation or any Affiliate. Notwithstanding the foregoing, the restrictions imposed by this Sectionshall not in any manner be construed to prohibit, directly or indirectly, theExecutive from serving as an employee or consultant of the Corporation or anyAffiliate. For purposes of this Agreement, the following terms have the meanings givento them below: (a) “Affiliate” means any joint venture, partnership or subsidiary now orhereafter directly or indirectly owned or controlled by the Corporation. Forpurposes of clarification, an entity shall not be deemed to be indirectly ordirectly owned or controlled by the Corporation solely by reason of theownership or control of such entity by shareholders of the Corporation. (b) “Covenant Expiration Date” means the date which is five (5) years afterhis Termination Date (as defined in this Section). (c) “Reference Date” means (A) for purposes of applying the covenants setforth in this Section at any time prior to the Termination Date, the thencurrent date, or (B) for purposes of applying the covenants set forth in thisSection at any time on or after the Termination Date, the Termination Date. (d) “Restricted Territory” means anywhere in the world where theCorporation or any Affiliate conducts or plans to conduct the business of theCorporation or any other business activity, as the case may be, at the ReferenceDate. (e) “Termination Date” means the date of termination of the Executive’semployment with the Corporation; provided however that the Executive’semployment will not be deemed to have terminated so long as the Executivecontinues to be employed or engaged as an employee or consultant of theCorporation or any Affiliate, even if such employment or engagement continuesafter the expiration of the term of this Agreement, whether pursuant to thisAgreement or otherwise. -9- 13. SUCCESSORS. This Agreement is personal to the Executive and may not beassigned by the Executive other than by will or the laws of descent anddistribution. This Agreement will inure to the benefit of and be enforceable bythe Executive’s legal representatives or successors in interest. Notwithstandingany other provision of this Agreement, the Executive may designate a successoror successors in interest to receive any amounts due under this Agreement afterthe Executive’s death. If he has not designated a successor in interest, paymentof benefits under this Agreement will be made to his wife, if surviving, and ifnot surviving, to his estate. A designation of a successor in interest must bemade in writing, signed by the Executive, and delivered to the Corporation inaccordance with Section 17. Except as otherwise provided in this Agreement, ifthe Executive has not designated a successor in interest, payment of benefitsunder this Agreement will be made to the Executive’s estate. This Section willnot supersede any designation of beneficiary or successor in interest made bythe Executive or provided for under any other plan, practice, or program of theCorporation. This Agreement will inure to the benefit of and be binding upon theCorporation and its successors and assigns. The Corporation will require anysuccessor (whether direct or indirect, by acquisition of assets, merger,consolidation or otherwise) to all or substantially all of the operations orassets of the Corporation or any successor and without regard to the form oftransaction used to acquire the operations or assets of the Corporation, toassume and agree to perform this Agreement in the same manner and to the sameextent that the Corporation would be required to perform it if no succession hadtaken place. As used in this Agreement, “Corporation” means the Corporation andany successor to its operations or assets as set forth in this Section that isrequired by this clause to assume and agree to perform this Agreement or thatotherwise assumes and agrees to perform this Agreement. 14. BENEFIT CLAIMS. In the event the Executive, or his beneficiaries, asthe case may be, and the Corporation disagree as to their respective rights andobligations under this Agreement, and the Executive or his beneficiaries aresuccessful in establishing, privately or otherwise, that his or their positionis substantially correct, or that the Corporation’s position is substantiallywrong or unreasonable, or in the event that the disagreement is resolved bysettlement, the Corporation will pay all costs and expenses, including counselfees, which the Executive or his beneficiaries may incur in connection therewithdirectly to the provider of the services or as may otherwise be directed by theExecutive or his beneficiaries. The Corporation will not delay or reduce theamount of any payment provided for hereunder or setoff or counterclaim againstany such amount for any reason whatsoever; it is the intention of theCorporation and the Executive that the amounts payable to the Executive or hisbeneficiaries hereunder will continue to be paid in all events in the manner andat the times herein provided. All payments made by the Corporation hereunderwill be final and the Corporation will not seek to recover all or any part ofany portion of any payments hereunder for any reason. 15. FAILURE, DELAY OR WAIVER. No course of action or failure to act by theCorporation or the Executive will constitute a waiver by the party of any rightor remedy under this Agreement, and no waiver by either party of any right orremedy under this Agreement will be effective unless made in writing. -10- 16. SEVERABILITY. Whenever possible, each provision of this Agreement willbe interpreted in such a manner as to be enforceable under applicable law.However, if any provision of this Agreement is deemed unenforceable underapplicable law by a court having jurisdiction, the provision will beunenforceable only to the extent necessary to make it enforceable withoutinvalidating the remainder thereof or any of the remaining provisions of thisAgreement. 17. NOTICE. All written communications to parties required hereunder mustbe in writing and (a) delivered in person, (b) mailed by registered or certifiedmail, return receipt requested, (such mailed notice to be effective four (4)days after the date it is mailed) or (c) deposited with a reputable overnightcourier service (such couriered notice to be effective one (1) business dayafter the date it is sent by courier) or (d) sent by facsimile transmission,with confirmation sent by way of one of the above methods, to the party at theaddress given below for the party (or to any other address as the partydesignates in a writing complying with this Section, delivered to the otherparty): If to the Corporation: IDEX Corporation Suite 400 630 Dundee Road Northbrook, IL 60062 Attention: Vice President – General Counsel Telephone: 847-498-7070 Telecopier: 847-498-9123 with a copy to: Hodgson, Russ, Andrews, Woods & Goodyear, LLP 2000 One M&T Plaza Buffalo, New York 14203 Attention: Richard E. Heath, Esq. and Richard W. Kaiser, Esq. Telephone: 716-856-4000 Telecopier: 716-849-0349 If to the Executive: Dennis K. Williams 153 South Beach Road Hobe Sound, Florida 33455 Telephone: 772-545-2016 Telecopier: 772-546-7978 -11- with a copy to: Kronish Lieb Weiner & Hellman, LLP 1114 Avenue of the Americas New York, New York 10036-7798 Attention: Paul M. Ritter, Esq. Telephone: 212-479-6000 Telecopier: 212-479-6275 18. MISCELLANEOUS. This Agreement (a) may not be amended, modified orterminated orally or by any course of conduct pursued by the Corporation or theExecutive, but may be amended, modified or terminated only by a writtenagreement duly executed by the Corporation and the Executive, (b) is bindingupon and inures to the benefit of the Corporation and the Executive and each oftheir respective heirs, representatives, successors and assignees, except thatthe Executive may not assign any of his rights or obligations pursuant to thisAgreement, (c) except as provided in Sections 4 and 11 of this Agreement,constitutes the entire agreement between the Corporation and the Executive withrespect to the subject matter of this Agreement, and supersedes all oral andwritten proposals, representations, understandings and agreements previouslymade or existing with respect to such subject matter including, but not limitedto, the Employment Agreement and the Severance Agreement letter between theCorporation and the Executive dated April 14, 2000, and (d) will be governed by,and interpreted and construed in accordance with, the laws of the State ofIllinois, without regard to principles of conflicts of law. 19. TERMINATION OF THIS AGREEMENT. This Agreement will terminate when theCorporation has made the last payment provided for hereunder; provided, however,that the obligations set forth under Sections 8, 11, 12, and 14 of thisAgreement will survive any termination and will remain in full force and effect. 20. CONTINUATION OF OTHER AGREEMENTS. Except as specifically amended bythis Agreement, the following preexisting agreements between the Corporation andthe Executive shall remain in full force and effect and their survival will notbe affected by the termination of this Agreement : (i) Restricted Stock Award,(ii) Stock Option Award Agreements, (ii) Indemnity Agreement, and (iv) EmployeeInventions and Proprietary Information Agreement. 21. MULTIPLE COUNTERPARTS. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument. Any party may executethis Agreement by facsimile signature and the other party shall be entitled torely on such facsimile signature as evidence that this Agreement has been dulyexecuted by such party. Any party executing this Agreement by facsimilesignature shall immediately forward to the other party an original page byovernight mail. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -12- IN WITNESS WHEREOF, the parties have duly executed this Agreement as of thedate first above written. IDEX CORPORATION By: ————————————- Frank J. Notaro Vice President – General Counsel and Secretary EMPLOYEE —————————————– Dennis K. Williams -13-