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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: NOVEMBER 4, 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.
Effective November 4, 2005, IDEX Corporation (the "Company") and Lawrence D.
Kingsley entered into an amendment to the 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) as amended by the First Amendment to
Employment Agreement on March 22, 2005 (filed as Exhibit 10.20(a) to the
Company's Current Report filed on Form 8-K dated March 22, 2005) to provide that
if Mr. Kingsley's employment is terminated without cause he will be entitled to
severance equal to (i) 24 months base salary, (ii) continued medical and health
insurance for a period of 24 months (iii) pro rata bonus for the year of
termination and (iv) a bonus equal to 200% of his base salary in the year of
termination payable over a period of 24 months. In the event Mr. Kingsley is
terminated without cause or Mr. Kingsley terminates his employment with good
reason, in either case in connection with or within a 24 month period following
a change of control of the Company, Mr. Kingsley will receive his full salary
and health insurance for a period of 36 months following termination, pro rata
bonus for the year of termination and will be entitled to a bonus equal to 300%
of base salary payable over a period of 36 months.
A copy of this amendment is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits
10.1 Second Amendment to Employment Agreement
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.
IDEX CORPORATION
By: /s/ Dominic A. Romeo
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Dominic A. Romeo
Vice President and
Chief Financial Officer
November 9, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 Second Amendment to Employment Agreement