EX-101 INSTANCE DOCUMENT

Exhibit 10.9

DOVER CORPORATION

DATE:

TO:

FROM:

SUBJ: Cash Performance Award

Here are the details for your cash performance award.

Your business unit is -
The base year is -
The performance period is the three-year period commencing -
Your target cash performance award payment at the 100% level is $-

The actual cash performance award amount to be paid to you, if any, will be derived from the Cash Performance Payout Table attached to this award agreement.

Your cash performance award is subject to all the terms and provisions of the Plan, which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan is included with this award agreement.

In addition, your award is subject to the following:

1. Within two and one-half months following the end of the performance period, Dover will pay you a cash performance payment if your business unit has reached certain levels of internal total shareholder return (“iTSR”), as set forth in the attached Cash Performance Payout Table, and the other conditions of your award are satisfied.

2. A summary of the definition of internal total shareholder return, or iTSR, for your business unit is set forth on the attached Definition of iTSR.

3. The aggregate maximum cash payout for each business unit (determined after applying the individual payment limitation noted in the next sentence, if applicable) in respect of all cash performance awards for a specific performance period shall not exceed the product of (i) 1.75%, times (ii) the sum of the

business unit’s change in entity value plus free cash flow (as such terms are defined in the attached iTSR definition) for that performance period. In no event will the cash performance payout to any one individual exceed $5 million for the performance period.

4. The attached Rules for Transfers/Promotions sets forth the rules for the treatment of your cash performance award if you are transferred within Dover or are promoted.

5. By accepting this award, you consent to the transfer of any information relating to your participation in the Plan to Dover and its affiliates.

6. Your award is not transferable by you other than by will or the laws of descent and distribution.

7. Dover and your employer reserve the right to amend, modify, or terminate the Plan at any time in their discretion without notice.

Please acknowledge receipt of a copy of the Plan and your agreement to the terms and conditions set forth herein and therein by signing and returning one copy of this award agreement. This award agreement shall only become effective upon receipt by Dover of your signed copy of this agreement.

Employee		Vice President
Date

Definition of iTSR

iTSR = (change in entity value + free cash flow) / (starting entity value).

“Change in entity value” is nine times the change in EBITDA values, comparing the full base year to the full final year of the performance period.

“Free cash flow” is the cash flow generated by your business unit, including your business unit’s operating profit plus depreciation, amortization and proceeds from dispositions, less taxes and investments made for future growth (capital spending, working capital and acquisitions) and adjusted for other non-recurring items.

“Starting entity value” is the higher of nine times EBITDA for the full base year or 0.9 times revenue for the full base year.

“EBITDA” is pre-tax income adjusted for non-operating and non-recurring items plus depreciation and amortization.

Cash Performance Payout Table

[To be provided]

Rules for Transfers/Promotions

1 (a) Unless you come within paragraph 1(b) below, the following rules will apply to you if you are transferred from one Dover business unit to another Dover business unit. These rules apply to all cash performance payments you may be entitled to, under this and any other cash performance award under the Plan you may have.

     (i) If a cash performance payment is due in the first year after your transfer, your cash performance payment will be based on the performance of your old business unit.

     (ii) If a cash performance payment is due in the second year after your transfer, your cash performance payment will be based on the performance of either your old business unit or your new business unit, whichever you choose. However, if you choose to have any second-year cash performance payment based on the performance of your new business unit, then your third-year cash performance payment, if any, must also be based on the performance of your new business unit.

     (iii) If a cash performance payment is due in the third year after your transfer, your cash performance payment will be based on the performance of either your old business unit or your new business unit, whichever you choose. However, if you chose to have a second-year cash performance payment based on the performance of your new business unit, your third-year cash performance payment must also be based on the performance of your new business unit.

     (iv) Any cash performance payment under an award made at one business unit that becomes payable after you transfer to another business unit will still be based on that award’s original dollar amount.

(b) If you are or become the chief executive officer (“CEO”) or chief operating officer (“COO”) of Dover, or if you report directly to Dover’s CEO or COO, or if you otherwise are or are expected to be a “covered employee” under Section 162(m) of the Internal Revenue Code during any relevant period, the following rules, instead of those set forth in paragraph 1(a) above, will apply to you if you are transferred from one Dover business unit to another Dover business unit. These rules apply to all cash performance payments you may be entitled to, under this and any other cash performance award under the Plan you may have.

     (i) If a cash performance payment is due in the first year after your transfer, your cash performance payment will be based on the performance of your old business unit.

     (ii) If a cash performance payment is due in the second year after your transfer, your cash performance payment will be based on the performance of

either your old business unit or your new business unit, whichever results in the higher payment to you.

     (iii) If a cash performance payment is due in the third year after your transfer, your cash performance payment will be based on the performance of your new business unit.

     (iv) Any cash performance payment under an award made at one business unit that becomes payable after you transfer to another business unit will still be based on that award’s original dollar amount.