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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: MARCH 22, 2005
(Date of earliest event reported)
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10235 36-3555336
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices, including zip code)
(847) 498-7070
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 - Entry into a Material Definitive Agreement
Amendment to Employment Agreement
Effective March 22, 2005, IDEX Corporation (the "Company") and Lawrence D.
Kingsley entered into an amendment to Mr. Kingsley's employment agreement dated
July 21, 2004 (filed as Exhibit 10.1 to the Company's Quarterly Report filed on
Form 10-Q for the period ending September 30, 2004) pursuant to which Mr.
Kingsley will be employed as the Company's President and Chief Executive
Officer. Mr. Kingsley's annual base salary was increased to $600,000 and a bonus
potential under the Executive Incentive Bonus Plan or any successor plan in the
range of 0-260% of his base salary. In addition, in the event his employment is
terminated without cause, he will be entitled, in addition to other severance
which is payable under the terms of his employment agreement, to severance based
on a bonus of 100% of base salary. A copy of the First Amendment to Employment
Agreement is attached hereto as Exhibit 10.20(a).
Incentive Award Plan
On February 2, 2005 the Board of Directors of the Company adopted the IDEX
Corporation Incentive Award Plan (the "Plan"), subject to approval of the
Company's stockholders. On March 22, 2005 the holders of a majority of the
issued and outstanding stock of the Company present in person or by proxy and
entitled to vote thereon approved adoption of the Plan. A copy of the Plan was
filed as Appendix A to the Proxy Statement, dated February 25, 2005 and filed
with the Securities and Exchange Commission on February 28, 2005, and is
incorporated herein by reference.
Option and Restricted Stock Grants
On March 22, 2005, upon approval of the Plan by its stockholders, the
Company awarded nonqualified stock options with an exercise price of $40.35, the
closing price of the Company's common stock on the immediately preceding trading
day, which is the fair market value of the Company's common stock as determined
under the terms of the Plan, to the following executive officers and in the
following amounts:
Number of Shares of Common
Officer Stock Subject to Option
------- --------------------------
Lawrence D. Kingsley 55,060
Dominic A. Romeo 12,500
John L. McMurray 10,000
David T. Windmuller 7,000
Each of the options vest at a rate of 25% each year on the anniversary of
the date of grant and expire on March 22, 2015. However, if the executive's
employment terminates by reason of death, disability or retirement (age plus
service equals 70, with at least 5 years of service after attaining an age of at
least 50) then they will fully vest in their options. Options also fully vest
upon a change in control. To the extent then vested and subject to the term of
the option, each option may only be exercised for 90 days following the
recipient's final day of active employment with the Company, unless such
termination is by reason of death, disability or retirement. Upon termination
for death, disability or retirement, the option remains exercisable for up to
one year. Each option is not transferable except by will or by the laws of
descent or distribution. A copy of the form of Stock Option Agreement that the
Compensation Committee has approved for award of stock option grants under the
Plan is attached hereto as Exhibit 10.23.
On March 22, 2005, the Company also awarded restricted stock under the
Plan to the following executive officers and in the following amounts:
Number of Shares of
Officer Restricted Stock
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Lawrence D. Kingsley 17,810
Dominic A. Romeo 4,040
John L. McMurray 3,240
David T. Windmuller 2,260
The restricted stock is not transferable and is subject to forfeiture in
the event the recipient terminates employment for reasons other than death,
disability or retirement prior to March 22, 2009. A recipient will be vested in
the stock if they terminate
employment by reason of death, disability or retirement prior to March 22, 2009.
A copy of the form of Restricted Stock Agreement that the Compensation Committee
has approved for award of restricted stock under the Plan is attached hereto as
Exhibit 10.24.
Additionally, on March 22, 2005 the Company also awarded Larry Kingsley a
promotional grant of 100,000 shares of restricted stock which are not
transferable and are subject to forfeiture if his employment terminates for
reasons other than death, disability or retirement prior to vesting. Mr.
Kingsley will vest in the shares of restricted stock in 25% increments each
March 22 of 2006, 2007, 2008 and 2009, or upon termination of his employment by
reason of death, disability or retirement. A copy of Mr. Kingsley's Restricted
Stock Agreement is attached hereto as Exhibit 10.25.
Performance Award - 2005
On March 22, 2005 the Compensation Committee granted Mr. Kingsley a
performance award under the terms of the Plan, pursuant to which Mr. Kingsley is
eligible to receive a cash bonus based upon attainment of performance goals
relating to operating income in 2005. The maximum bonus that Mr. Kingsley may
receive under the terms of the performance award is 2% of the Company's
operating income (income from operations before extraordinary items, interest
and taxes).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective March 22, 2005, the Company amended its Restated Certificate of
Incorporation to increase the number of shares of authorized shares of Common
Stock from 75,000,000 to 150,000,000 shares. The Board of Directors and the
holders of a majority of the issued and outstanding stock of the Company
entitled to vote thereon approved the increase in the authorized shares. A copy
of the Certificate of Amendment to Restated Certificate of Incorporation is
attached hereto as Exhibit 3.1(b).
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
3.1(b) Amendment to Restated Certificate of Incorporation of
IDEX Corporation
10.20(a) First Amendment to Employment Agreement between IDEX
Corporation and Lawrence D. Kingsley, dated March 22,
2005.
10.22 IDEX Corporation Incentive Award Plan (incorporated by
reference to Appendix A of the Proxy Statement of IDEX,
dated February 25, 2005, Commission File No.
1-10235)
10.23 Form Stock Option Agreement
10.24 Form Restricted Stock Agreement
10.25 Restricted Stock Agreement between IDEX Corporation and
Lawrence D. Kingsley, dated March 22, 2005
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.
March 24, 2005
IDEX CORPORATION
By: /s/ Dominic A. Romeo
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Dominic A. Romeo
Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
3.1(b) Amendment to Restated Certificate of Incorporation of IDEX
Corporation
10.20(a) First Amendment to Employment Agreement between IDEX Corporation
and Lawrence D. Kingsley, dated March 22, 2005
10.22 IDEX Corporation Incentive Award Plan (incorporated by reference
to Appendix A of the Proxy Statement of IDEX, dated February 25,
2005, Commission File No. 1-10235)
10.23 Form Stock Option Agreement
10.24 Form Restricted Stock Agreement
10.25 Restricted Stock Agreement between IDEX Corporation and Lawrence
D. Kingsley, dated March 22, 2005