IDEX CORP /DE/
AMENDED MICP PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c76894exv10w2.txt
<DESCRIPTION>AMENDED MICP PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                                IDEX CORPORATION
                              NORTHBROOK, ILLINOIS


                              REVISED AND RESTATED
                   IDEX MANAGEMENT INCENTIVE COMPENSATION PLAN
                                FOR KEY EMPLOYEES
                            EFFECTIVE JANUARY 1, 2003



1.   The purpose of this Plan is to provide incentive and reward to "key
     employees" who contribute to the profits of the enterprise by their
     invention, ability, industry, loyalty or exceptional service, through
     making them participants in that success. The primary objectives of the
     Plan are to:

     -    Effectively incent desired organizational performance levels by
          focusing on a few quantitative and qualitative indicators that drive
          overall company performance.

     -    Ensure accountability, support, and accomplishment of corporate-wide
          initiatives.

     -    Provide leverage for support of multi-business unit activities to take
          advantage of synergies across units and within newly-formed groups.

     -    Enhance the reward and retention of top performers.

     As herein used, the word "key employees" shall be understood to include
     corporate officers, key executive office managerial employees, business
     unit presidents, and other executives employed in the business units and
     subsidiaries (operating units), generally those reporting to an operating
     unit president, or other key managerial or professional employees, engaged
     in capacities of special responsibility and trust in the development,
     conduct, or management of the operating unit who may from time to time in
     the manner herein set forth be deemed and determined by the chief executive
     officer of the Corporation to be "key employees" for a particular award
     year.

2.   Full power and authority to construe, interpret and administer this Plan
     shall be vested in the Board of Directors of the Corporation. However, the
     day-to-day administration of the Plan shall be the responsibility of the
     senior management of the Corporation, and the Board of Directors shall rely
     on the senior management for recommendations for awards and interpretation,
     when necessary. Decisions of the Board of Directors shall be final,
     conclusive, and binding upon all parties, including the Corporation, the
     stockholders, and the employees.


                                                                          1/1/03
                                                              MICP 2003 - Page 1
<PAGE>


3.   An employee shall be eligible for consideration for extra compensation if
     he or she is an employee of the Corporation or a subsidiary and remains an
     employee as of the last day of the fiscal year. No employee whose
     compensation, under a contract of employment or otherwise, is determined in
     whole or in part on a commission basis, and no person who is compensated on
     the basis of a fee or retainer, as distinguished from salary, shall be
     eligible for extra compensation for the period during which his or her
     compensation is so determined.

4.   Subject to the provisions of this Plan, the Board of Directors shall have
     full discretion in making extra compensation awards, but it shall make no
     award without first considering the recommendations of the Compensation
     Committee.

5.   Extra compensation awards with respect to any one fiscal year (the "award
     year") shall be made as soon as feasible after the close of such fiscal
     year. At the time of adoption of this Plan, the Corporation's fiscal year
     is the calendar year. So far as possible, such awards shall be made and the
     beneficiaries shall be notified thereof and paid therefore promptly, and in
     any event, prior to March 15 of the year following the award year. In the
     event of a change in the Corporation's fiscal year, this Plan shall apply,
     with pro-rata adjustments, to any intermediate period not consisting of
     twelve months and shall then apply to each fiscal year following.

6.   This document describes the process that will be used to determine
     Management Incentive Compensation amounts for each Plan participant.

7.   The amount awarded to a "key employee" under the Plan shall be determined
     in accordance with the following Plan description:

     A.  MICP PLAN FACTORS

         The Plan will use the following factors to determine individual extra
         compensation payments:

         -     The Plan participant's Annual Base Salary as of January 1 of the
               respective MICP Plan performance year.


                                                                          1/1/03
                                                              MICP 2003 - Page 2
<PAGE>


         -     Individual Target Bonus Percentage, based on the position content
               of the participant's current job. Target Bonus Percentages range
               from 15% to 65% based on the salary grade assigned.

         -     Business unit performance against four quantitative measures:
               sales growth; margin growth; overall cash flow improvement; and
               innovation in new products and market applications. These
               combined measures represent 75% of the Target Bonus Percentage.

         -     Business unit performance against 11 behavioral objectives. This
               measure represents 25% of the Target Bonus Percentage.

         -     An individual Personal Performance Multiplier, ranging from 0.00
               to 1.30; the purpose of this individual multiplier is to identify
               and appropriately award top performers and below average
               performers.

     B.  QUANTITATIVE PERFORMANCE OBJECTIVES

         Business unit accomplishments will be measured against objectives
         established in four Quantitative Performance Objectives:

         -      Sales Growth;

         -      Increase in Manufacturing and Operating Margin;

         -      Overall Cash Flow; and

         -      Innovation in Products and Markets.

         Target, Minimum, and Maximum performance objectives will normally be
         established for each indicator following the Board of Directors'
         review of the IDEX business plan at the January Board meeting and by
         March 31 each year. Objectives will usually be established on a
         business unit basis. In some instances where individual locations
         within business units operate on a more independent basis from the
         respective units, all or some objectives may be established on a
         location basis. In addition, objectives will be established on
         operating group and corporate-wide basis to determine accomplishments
         and bonus earned for group executives and executive office staff
         respectively.

         Objectives established will reflect unit business plans, economic and
         market conditions, and reasonable expectation of accomplishment. Bonus
         earned at target performance in each Quantitative Performance
         Objective will be individually weighted as a specified percent of the
         individual target bonus percentage.


                                                                          1/1/03
                                                              MICP 2003 - Page 3
<PAGE>


         Bonus awards for other levels of performance on each of the
         quantitative indicators are as follows:

<TABLE>
<CAPTION>
                                             Bonus Earned as a Percent of Individual Target Percent
             Actual Performance      ------------------------------------------------------------------
                    Level            Sales Growth     Marginal Growth    Overall Cash Flow   Innovation
         ------------------------    ------------------------------------------------------------------
         <S>                          <C>             <C>                 <C>                 <C>
         Below Minimum                     0%                0%                  0%               0%
         Minimum Objective                10%               15%                7.5%               5%
         Target Objective                 20%               30%                 15%              10%
         Max. Objective and Above         40%               60%                 30%              20%
</TABLE>

         For performance in between Minimum and Target and between Target and
         Maximum, a straight-line interpolation will determine the appropriate
         bonus percentage earned for the indicator. Results will be stated on
         a constant exchange rate assumption so that results of international
         locations will be included and considered on a currency neutral
         basis.

         The weightings and definitions of the quantitative indicators are as
         follows:

         -     SALES GROWTH - This objective is weighted 20% of the individual
               bonus target percentage and normally is measured by the actual
               percentage increase in net sales over the previous year.
               Objectives established will reflect economic and business
               conditions and opportunities in the markets in which the unit or
               location operates and, therefore, may differ from unit to unit.

         -     INCREASE IN MARGIN - Two margin objectives will be weighted
               equally with 15% of the individual target percentage based on
               Manufacturing Profit Margin and 15% based on Operating Profit
               Margin. Unit Manufacturing Profit Margin ("Manufacturing Profit")
               excludes engineering expense and is expressed as the percentage
               of the total unit net sales. Unit Operating Profit Margin
               ("Operating Margin") will be defined as profit before executive
               office items not allocated to the business units in the normal
               course and adjusted to exclude significant unusual items such as
               fixed asset disposals, and expressed as the percentage of the
               total unit net sales. The objectives established will normally
               represent an improvement over the previous year's respective
               margin measure for the unit.

         -     OVERALLCASH FLOW - The Overall Cash Flow objective is weighted
               15% with half based on a year-over-year increase in inventory
               turns and half on a reduction of Days Sales Outstanding ("DSO")
               calculated on a 13-month average.

         -     INNOVATION IN PRODUCTS AND MARKETS - This objective is weighted
               10% and measured in two quantitative areas along with an
               evaluation against qualifying criteria.

                                                                          1/1/03
                                                              MICP 2003 - Page 4
<PAGE>

         -     New Sales Dollars - Sales from new products introduced or new
               market applications developed and served in the last two years.

         -     Gross Margin Dollars - The incremental gross margin dollars
               created from those new products or markets.

         -     Qualitative Evaluation - A council, consisting of the chief
               executive officer and group executives, will review each business
               unit's innovation accomplishments based on secondary criteria
               including the number of product/market ideas executed, an
               indicator of customer satisfaction with new products or
               applications, whether the innovation obsoletes or replaces an
               existing product, and the extent it better rationalizes the
               overall product offering.

         In the event an acquired company is added to a business unit during
         the year, appropriate adjustments will be made to the targets to
         reflect the acquisition. The decisions of corporate management as to
         the amount of such adjustments shall be binding and final.

     C.  QUALITATIVE MEASUREMENT FACTORS

         Business unit accomplishments will also be measured against 11
         behavioral objectives anchored by specific criteria at benchmark
         levels of performance. This component is weighted 25% of the
         individual target bonus percentage and can range from zero percent to
         50%, depending on total achievement against the following qualitative
         criteria:

         DEMONSTRATED LEADERSHIP - (BUSINESS UNIT MANAGEMENT TEAM)

         -     Energy

         -     Energize

         -     Edge

         -     Execution

         KEY PROCESS MANAGEMENT - (BUSINESS UNIT-WIDE)

        -      Process Orientation and Data Driven

        -      Sourcing Cost Reduction

        -      New Product Development Strategy

        -      New Product Development Pace

         STAKEHOLDER INTERESTS - (BUSINESS UNIT-WIDE)

         -     People Development

         -     Integration Effectiveness

         -     Customer Attention


                                                                          1/1/03
                                                              MICP 2003 - Page 5
<PAGE>


         Each criterion will be evaluated on a scale as compared to the
         criteria definition on the Qualitative Factors worksheet and a total
         Bonus percentage computed.

     D.  PERSONAL PERFORMANCE MULTIPIER

         A Personal Performance Multiplier will be determined each year for
         each MICP participant. The Personal Performance Multiplier and its
         distribution among MICP participants will be as follows:

                 Personal Performance               Distribution Among
                      Multiplier                     MICP Participants
                      ----------                     -----------------
                         1.30                     Top 15% of participants
                         1.15                            Next 10%
                         1.0                             Middle 65%
                     0.75 or 0.00                        Bottom 10%

         The Personal Performance Multiplier determination will reflect
         individual performance in the participant's job and unit during the
         award year, as well as active support of and contribution to the
         success of corporate initiatives and achieving inter-unit synergies.
         Business unit presidents will make recommendations for Personal
         Performance Multiplier ratings within their units. Recommendations for
         Personal Performance Multipliers for each business unit Plan
         participant will be submitted by the business unit president to the
         respective group executive by October 15 of each award year.

         Group executives will be responsible for managing the distribution of
         ratings according to the specified distribution above within the
         participants from their respective groups, subject to the final review
         by the chief executive officer of the corporation. In the "Bottom 10%"
         category, there is no required distribution between assigned `0.75' and
         `0.00' multipliers; either multiplier may be assigned based on the
         participant's performance.

         The chief executive officer will be responsible for managing the
         distribution of ratings within the group of officers, business unit
         presidents, and executive office participants.


                                                                          1/1/03
                                                              MICP 2003 - Page 6
<PAGE>


     E.  TOTAL BONUS CALCULATION

         The Total Bonus Calculation for each individual participant will be
         determined as follows:

         THE SUM OF

               Bonus percentages earned on each of the four Quantitative
               Performance Indicators

               PLUS

               Bonus percentage earned on the Qualitative Measurement Factors

         TIMES

         Personal Performance Multiplier

         TIMES

         Individual Target Bonus Percentage

         TIMES

         Annual Base Salary as of January 1 of award year

         The maximum bonus opportunity can be achieved when all quantitative
         and qualitative objectives meet the maximum performance levels (200%
         of target) and the highest Personal Performance Multiplier of 1.30 is
         awarded.

         Where a participant has had a salary increase during the year, the
         bonus will be prorated to reflect the change. In addition, where a
         participant has moved into another position with a different
         Individual Target Bonus Percentage or transferred to a different
         business unit, the bonus calculation will be prorated to reflect the
         different Individual Target Bonus Percentages and the different unit
         objectives measurement respectively.

     F.  SPECIAL  ADJUSTMENTS

         In unusual circumstances, awards to specific individuals or units may
         be adjusted positively or negatively to reflect performance, which
         significantly affected the operating results of the unit or company.
         Such adjustments will be recommended by the chief executive officer of
         the company and approved by the Compensation Committee of the Board of
         Directors. However, these adjustments will be made infrequently and on
         the basis of unusual positive or negative performance.

8.   While the Plan provides that participants must be an employee at the end of
     the year in order to be eligible for payments under the Plan, exceptions
     will be made in the case of death, total and permanent disability, or
     retirement at or after normal or early retirement ages under terms of the
     Corporation's various pension and retirement plans. In such cases, the
     participant will receive an extra compensation payment for the prorata
     portion of the year (measured to the


                                                                          1/1/03
                                                              MICP 2003 - Page 7
<PAGE>

     nearest full month) he or she was employed by the Corporation. The prorated
     payment will be based on actual quantitative performance through the end of
     the award year in which death, disability, or retirement occurs and a
     Target Personal Performance Multiplier of 1.00. The prorated extra
     compensation payment shall be paid along with bonus payments to other Plan
     participants following the end of the award year. A participant who leaves
     the employ of the Corporation prior to the end of the calendar year for any
     reason other than death, disability, or retirement, as specified above,
     shall not be entitled to any payment under this Plan.


9.   If a beneficiary dies, his or her unpaid extra compensation awards, if any,
     shall be paid and delivered in accordance with the terms specified in
     applicable beneficiary or trust arrangements, if any, to his or her legal
     representatives or to the persons entitled thereto as determined by a court
     of competent jurisdiction. Such unpaid extra compensation awards, if any,
     may be paid out as determined by the Corporation in its discretion subject
     to the approval of the Board of Directors.

10.  This Plan was effective as of January 22, 1988, and was amended and
     restated as of January 1, 1996, January 1, 1999, and January 1, 2001, and
     January 1, 2003. While, as in the past, it is contemplated that extra
     compensation will be awarded annually, the Board of Directors shall have
     the right to modify, suspend, or terminate this Plan at any time.

11.  Present and future members of the Board of Directors of the Corporation, as
     such and as members of the Compensation Committee, shall be entitled to the
     protection given them under the indemnification provisions of the bylaws of
     the Corporation.




                                                                          1/1/03
                                                              MICP 2003 - Page 8

</TEXT>
</DOCUMENT>
