EX-101 INSTANCE DOCUMENT

EX-10.10 4 y81455exv10w10.htm EX-10.10 exv10w10

Exhibit 10.10

DOVER CORPORATION

DATE:

TO:

FROM:

SUBJ : Performance Share Award

Here are the details for your performance share award.

Your target performance share award at the 100% level is: shares of Dover Common Stock.

The base year is .

The performance period is the three-year period commencing .

The actual number of shares distributed to you will be based on the level of total shareholder return (“TSR”) of Dover as set forth in the attached definition of TSR for the performance period relative to the TSRs of a selected peer group of companies, which performance levels and peer group are set forth in the attached Performance Share Payout Table.

Your performance share 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 distribute to you the shares of Dover Common Stock in payment of your performance share award if Dover has reached certain levels of TSR in comparison to the TSRs of the companies in its peer group as set forth in the attached Performance Share Payout Table, and the other conditions of your award are satisfied.

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

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

4. 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. The other copy is for your files. This award agreement shall only become effective upon receipt by Dover of your signed copy of this agreement.



Employee		Vice President

Date

TSR Definition

TSR = (change in stock price plus dividends) / (initial value)

“Change in stock price” is the difference in the closing price of a share of such company’s common equity securities on the last trading day of the base year and the closing price of a share of such company’s common equity securities on the last trading day of the last year of the performance period.

“Dividends” equals dividends per share of such company’s common equity securities paid during the performance period.

The “initial value” is the closing price of a share of such company’s common equity securities on the last trading day of the base year.

If a peer group company has more than one class of common equity securities, TSR for that company will be based on its class of publicly traded common equity securities that has the highest aggregate market value of outstanding shares held by non-affiliates, as set forth in the company’s most recent annual report.

Performance Share Payout Table

Peer Group Companies:

Subject to change, the following 38 companies constitute Dover’s peer group of companies. This group may change due to mergers, acquisitions, bankruptcies, changes in business or other reasons deemed appropriate by the Compensation Committee.

3M Company, Actuant Corp., Agco Corp., Agilent Technologies, Inc., Ametek Inc., Cameron International Corporation, Carlisle Cos. Inc., Cooper Industries Inc., Crane Co., Danaher Corp., Deere & Company, Eaton Corp., Emerson Electric Co., Flowserve Corporation, FMC Technologies Inc., Honeywell International, Inc., Hubbell Incorporated, IDEX Corporation, Illinois Tool Works Inc., Ingersoll-Rand Company Limited, ITT Industries Inc., Leggett & Platt, Incorporated, The Manitowoc Company, Inc., Masco Corporation, Oshkosh Corporation, Paccar Inc., Pall Corporation, Parker-Hannifin Corp., Pentair Inc., Precision Castparts Corp., Rockwell Automation, Inc., Roper Industries Inc., SPX Corporation, Terex Corporation, The Timken Company, Tyco International Ltd., United Technologies Corp. and Weatherford International Ltd.

Payout Formula:


Dover 3- year TSR
Performance Relative
to TSR. of Peer Group		Payout Percentage of
Companies	Payout Level	Target Grant
> 75^th Percentile	Maximum		200	%
50^th Percentile	Target		100	%
35^th Percentile	Threshold		50	%
< 35^th Percentile	Below Threshold		0	%

The formula will be applied on a sliding scale between the “Threshold” and “Maximum” payout levels, based on Dover’s 3 year TSR relative to the TSR of the peer group companies for the performance period.