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•	Annual base salary of $927,000 subject to increase (but not decrease) in the discretion of the Board of Directors after an annual review.

•	Annual incentive cash bonus and long-term equity awards under the IDEX Incentive Award Plan.

•	In addition to normal employee benefits offered to IDEX’s officers, he will be allowed to use IDEX’s corporate aircraft for up to 25 hours of personal travel and will be provided with an automobile allowance in accordance with company policy.

•	If Mr. Silvernail’s employment is terminated without cause not in connection with a change in control, he will receive the following as severance:

◦	24 months of base salary payable in monthly installments;

◦	24 months continued health benefits;

◦	a bonus equal to 200% of his base salary payable in 24 monthly installments;

◦	all unvested time-based equity awards will vest and will be exercisable with respect to 100% of the common stock subject thereto (“Time-based Acceleration”); and

◦

all unvested performance-based equity awards will become vested on the December 31 next following his termination of employment with respect to that number of common stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved with respect to the performance goal(s) under each such award from the beginning date of the performance period applicable thereto through such December 31 (“Performance-based Acceleration”).

•	If Mr. Silvernail’s employment is terminated due to his disability or death, he or his estate, as applicable, will receive the following as severance:

◦	An Incentive Award Plan bonus prorated to his months of service;

◦	Time-based Acceleration; and

◦	Performance-based Acceleration.

•

If within 24 months following a change in control, Mr. Silvernail’s employment is terminated without cause or he terminates his employment for “good reason” his severance is increased to 36 months base salary, 36 months continued health benefits and a bonus of 300% of his base salary payable in 36 monthly installments, and in lieu of Performance-based Acceleration he will receive a cash payment in respect of all performance-based equity awards with respect to which he has not yet received a payment, based on the performance level achieved and measured as of the change in control and adjusted to reflect hypothetical earnings for the period between such change in control and the date of payment.

•	All severance benefits are subject to Mr. Silvernail’s execution of a release of claims against IDEX, and compliance with a two year non-compete, and non-solicitation of employees and customers covenants.

•	In the event that Mr. Silvernail would be subject to excess parachute taxes in connection with a change in control, either all payments to which he would be entitled will be paid (and Mr. Silvernail will be responsible for all taxes thereon), or the

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(d)	Exhibits

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