exv10w9






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.