Summary of Compensation Payable to Nonemplayee Directors

Exhibit 10.1

Summary of Compensation Payable
to Nonemployee Directors

May 2007

     The following is a summary of the compensation program for nonemployee members of the Board of Directors (the “Board”) of Gardner Denver, Inc. (the “Company”).

Cash Compensation

     The components of annual cash compensation for nonemployee directors are as follows:

•		An annual retainer of $40,000, payable quarterly;
•		Additional annual retainer of $7,500 for each of the Lead Nonemployee Director and the Chair of the Audit and Finance Committee and $5,000 for each of the Chairs of the Management Development and Compensation Committee and the Nominating and Corporate Governance Committee;
•		Meeting attendance fees of $1,250 per Board meeting and $1,000 per meeting of Board Committees; and
•		Teleconference meeting attendance fees, beginning May 2006, of $500 per meeting of the Audit and Finance Committee for review of quarterly earnings releases.

In addition, the Company reimburses reasonable expenses incurred by the nonemployee directors in connection with attending Board and Committee meetings.

Equity Compensation

     Under the Gardner Denver, Inc. Phantom Stock Plan (the “Phantom Stock Plan”), the Company credits the equivalent of $7,000 annually, in equal quarterly amounts, to the phantom stock unit account of each nonemployee director. Each nonemployee director may also elect to defer all or some portion of his or her annual director’s fees under the Phantom Stock Plan and have such amount credited on a quarterly basis as phantom stock units. If the Company were to pay dividends, dividend equivalents would be credited to each nonemployee director’s phantom stock account on the dividend record date. The fair market value of a director’s phantom stock account will be distributed as a cash payment to the director (or his or her beneficiary) on the first day of the month following the month in which the director ceases to be a director of the Company for any reason. Alternatively, a director may elect to have the fair market value of his or her account distributed in twelve or fewer equal monthly installments, or in a single payment on a predetermined date within one year after he or she ceases to be a director, but without interest on the deferred payments.

     Pursuant to the Gardner Denver, Inc. Amended and Restated Long-Term Incentive Plan (the “Incentive Plan”), the Board annually grants each nonemployee director an option to purchase shares of the Company’s Common Stock. Under the 2007 Nonemployee Director Plan, each nonemployee director was granted options valued at approximately $46,000 using a Black-Scholes type methodology, with the number of shares rounded to an even number. On May 2, 2007, all nonemployee directors were granted 3,600 options to purchase shares of Common Stock. Under the Incentive Plan, nonemployee director stock options become exercisable on the first anniversary of the date of grant and terminate upon the expiration of five years from such date. If a person ceases to be a nonemployee director by virtue of disability or retirement, outstanding options generally remain exercisable for a period of five years (but not later than the expiration date of the options). If a person ceases to be a nonemployee director by virtue of death (or dies during the five-year exercise period after disability or

retirement described above), outstanding options generally remain exercisable for a period of one year (but not later than the expiration date of the options). If a nonemployee director’s service terminates for any other reason, options not then exercisable are canceled and options that are exercisable may be exercised at any time within ninety days after such termination (but not later than the expiration date of the options). Additionally, upon the occurrence of a change of control, as defined in the plan, these options will be canceled in exchange for a cash payment equal to the appreciation in value of the options over the exercise price as set forth in the plan. The exercise price of these options is the fair market value of the Common Stock on the date of grant.

     Pursuant to the Incentive Plan, the Board annually grants each nonemployee director restricted shares of the Company’s Common Stock. Under the 2007 Nonemployee Director Plan, each nonemployee director was granted restricted stock valued at approximately $46,000 using the normal discount from the current market value on the date of the award, with the number of shares rounded to an even number. On May 2, 2007, all nonemployee directors were granted 1,400 shares of restricted stock. The restricted stock has a 3-year cliff vesting provision and will be subject to forfeiture and transfer restrictions until the shares vest on May 2, 2010.