Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

On November 11, 2012 the Management Development and Compensation Committee of the Board of Directors of Gardner Denver, Inc. (the "Company") approved a management retention program. Participants under the program include Michael M. Larsen, Interim Chief Executive Officer, Vice President and Chief Financial Officer, Brent A. Walters, Vice President, General Counsel, Chief Compliance Officer and Secretary, as well as a limited group of global operational and corporate employees.

Under the terms of the program, Messrs. Larsen and Walters will receive a cash bonus equal to their base salary. Payment of the cash bonus will be made as follows: (i) fifty percent (50%) at the closing of any sale of the Company approved by the Board of Directors, and (ii) fifty percent (50%) six months after any such closing. If no such transaction is consummated, the cash bonus will be paid out on November 11, 2013. If Messrs. Larsen and Walters are terminated "without cause" or voluntarily resign for "good reason" at any time prior to receiving the payments noted above, then the remaining amounts will be accelerated and paid in cash as soon as reasonably practical. No payouts will be made upon separation from service as a result of disability, retirement, voluntary resignation (other than voluntary resignation for "good reason"), or death.

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