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
	> 75th Percentile
	 	Maximum	 	 	200	%
	50th Percentile
	 	Target	 	 	100	%
	35th Percentile
	 	Threshold	 	 	50	%
	< 35th 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.