EX-10.6






Exhibit 10.6




DOVER CORPORATION




DEFERRED COMPENSATION PLAN

(As Amended and Restated effective as of January 1, 2009)




ARTICLE I




ESTABLISHMENT OF THE PLAN



1.1 Purpose. The purpose of the Plan is to provide a means whereby the Company may
afford a select group of management or highly compensated employees (as such phrase is
defined for the purpose of Title I of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”)) with an opportunity to irrevocably defer to a future year the receipt
of certain compensation. The Plan is intended to be an unfunded, nonqualified deferred
compensation plan.




ARTICLE II




DEFINITIONS



As used in this Plan, the following terms shall have the meanings herein specified:



2.1 “Adverse Benefit Determination” means a denial, reduction, or termination of, or a
failure to provide or make full or partial payment for, a Benefit, including any denial,
reduction, termination, or failure to provide or make payment based on a determination of a
claimant’s eligibility to participate in the Plan.



2.2 “Appropriate Procedure” means the form, procedure or method provided or prescribed by
the Committee for the purposes stated herein.



2.3 “Beneficiary” means the person or persons designated by a Participant to receive any
payments which may be required to be paid pursuant to the Plan following his or her death,
or in the absence of any such designated person, the Participant’s estate; provided,
however, that a married Participant’s Beneficiary shall be his or her spouse unless the
spouse consents in writing to the designation of a different Beneficiary. For purposes
hereof, Beneficiary may be a natural person or an estate or trust.



2.4 “Benefit” means the amount credited to a Participant’s Deferred Compensation Account
pursuant to such Participant’s Deferred Compensation Agreement, plus or minus Credited
Investment Return (Loss).



2.5 “Board” means the Board of Directors of Dover Corporation.




 









 







2.6 “Bonus” means any cash incentive or other compensation which is awarded by the Company
in its discretion to a Participant as remuneration based on annual calendar year performance
in addition to the Participant’s Salary and any Cash-Based Long-Term Incentive Compensation.
Bonus for purposes of this Plan shall be determined without regard to any reductions (a)
for salary deferral contributions to a plan qualified under Section 125 or Section 401(k) of
the Code or (b) pursuant to any deferral election in accordance with Article IV of the Plan.



2.7 “Cash-Based Long-Term Incentive Compensation” means cash awards under the Cash
Performance Awards provisions of the Dover Corporation 1995 Incentive Stock Option Plan and
1995 Cash Performance Program, the Dover Corporation 2005 Equity and Cash Incentive Plan,
similar successor plans and such other plans or programs as the Committee from time to time
shall designate. Cash-Based Long-Term Incentive Compensation for purposes of this Plan
shall be determined without regard to any reductions (a) for salary deferral contributions
to a plan qualified under Section 125 or Section 401(k) of the Code or (b) pursuant to any
deferral election in accordance with Article IV of the Plan.



2.8 “Change of Control” shall have the same meaning as specified in the Dover Corporation
2005 Equity and Cash Incentive Plan or any successor to such plan and program.



2.9 “Code” means the Internal Revenue Code of 1986, as amended.



2.10 “Committee” means the Plan Committee, or its designee, appointed pursuant to
Article IX to manage and administer the Plan.



2.11 “Company” means Dover Corporation, a Delaware corporation, and any present or future
subsidiary corporation of Dover Corporation, for the period of time such corporation is
owned or controlled by Dover Corporation, unless the Board determines that such entity
should not be included in the Plan. For purposes of the Plan, the term “subsidiary
corporation” shall be defined as set forth in Section 424(f) of the Code.



2.12 “Company Contribution” means an amount added to a Participant’s Deferred Compensation
Account by the Company pursuant to Section 5.4.



2.13 “Compensation” means the Salary, Bonus and/or any Cash-Based Long-Term Incentive
Compensation received by a Participant for a Plan Year and any other form of remuneration as
the Committee shall determine.



2.14 “Compensation Limit” means the compensation limit of Section 401(a)(17) of the Code, as
adjusted under Section 401(a)(17)(B) of the Code for increases in the cost of living.




 









 







2.15 “Credited Investment Return (Loss)” means the hypothetical investment return which
shall be credited to a Participant’s Deferred Compensation Account pursuant to Article V.



2.16 “Deemed Investment Elections” means the investment elections described in Article V.



2.17 “Deferred Compensation Account” means the book entry account established under the Plan
for each Participant, to which shall be credited specified deferrals and contributions
attributable to a Participant and the Participant’s Credited Investment Return (Loss)
determined under Article V and which shall be reduced by any distributions made to a
Participant. A Participant’s Deferred Compensation Account shall include such Sub-Accounts
as shall be established pursuant to the provisions of the Plan.



2.18 “Deferred Compensation Agreement” means the agreement to participate in the Plan and
defer Compensation between Participants and the Company in the form or Appropriate Procedure
as the Committee may prescribe from time to time.



2.19 “Determination Date” means the date on which the amount of a Participant’s Deferred
Compensation Account is determined as provided in Article V hereof. The last day of each
month shall be a Determination Date.



2.20 “Disability” means a disability which causes a Participant who has not met the
requirements for Retirement to be eligible to receive disability benefits under his or her
employer’s long-term disability insurance program, provided that any such disability
meets the criteria specified in Section 1.409A-3(i)(4) of the Treasury Regulations, or, in
the case of a Participant who does not meet the criteria specified above, a disability which
would cause the Participant to be determined to be totally disabled by the Social Security
Administration and eligible for social security disability benefits. An Employee’s
Disability shall be deemed to have ended on the last day of the last month with respect to
which he or she receives benefits described in the preceding sentence.



2.21 “Distribution Affidavit” means the affidavit of a Participant or Beneficiary submitted
to the Company to claim that he or she is entitled to a different Benefit distribution than
the Trustee has been directed to pay to the Participant or Beneficiary under the Plan. A
Distribution Affidavit shall be considered a claim for benefits by the Participant or
Beneficiary pursuant to Article VIII hereof.



2.22 “Distribution Date” means the date on which distribution of a Participant’s Benefits is
made or commenced pursuant to Article VI.



2.23 “Effective Date” of the Plan as amended and restated as set forth herein means January
1, 2009. The original effective date of the Plan is August 1, 2001. For the period from
January 1, 2005 through December 31, 2008, the Plan was administered in good


 









 






 faith compliance with Section 409A of the Code and applicable guidance issued by the
Treasury Department and the Internal Revenue Service.



2.24 “Grandfathered Benefit” means a Sub-Account that consists of the amount credited to a
Participant’s Deferred Compensation Account as of December 31, 2004, plus or minus Credited
Investment Return (Loss) on such amount thereafter, or any amount accrued to a Participant
under a Supplemental Plan that was vested as of December 31, 2004.



2.25 “Hardship” means one (1) or more of the following events which causes an unforeseen
financial hardship to the Participant or his or her family:





	 	(1)	 	A serious illness or accident of the Participant or a dependent (as defined in
Section 152(a) of the Code) of the Participant;
	 
	 	(2)	 	A loss of the Participant’s primary residence due to casualty; or
	 
	 	(3)	 	Other similar circumstances arising out of events substantially beyond the control
of the Participant, as determined by the Committee.




2.26 “Investment Allocation Election Form” means the form or Appropriate Procedure
prescribed by the Committee on which a Participant allocates his or her Deferred
Compensation Account among one or more deemed investment options.



2.27 “Investment Election Change Form” means the form or Appropriate Procedure prescribed by
the Committee on which a Participant can make changes to his or her initial or any
subsequent deemed investment elections.



2.28 “Non-Grandfathered Benefit” means a Sub-Account that consists of the amount of
deferrals and contributions credited to a Participant’s Deferred Compensation Account after
December 31, 2004, plus or minus Credited Investment Return (Loss) thereon.



2.29 “Participant” means a highly compensated or key management employee of the Company who
has been designated by the Committee as eligible to participate in the Plan pursuant to
Section 3.1 and for whom a Deferred Compensation Account has been established.



2.30 “Plan” means this Dover Corporation Deferred Compensation Plan, as it may be amended
from time to time.



2.31 “Plan Year” means the calendar year.



2.32 “Retirement” means the Participant’s termination of employment on or after (a) his or
her 65th birthday, (b) his or her completion of ten (10) “years of service” and attainment
of age 55 or (c) with respect to a Participant’s Grandfathered Benefit, completion of such
other time as the Committee, in its sole discretion, determines is


 









 






 sufficient to grant a Participant an approved earlier retirement date. For purposes hereof,
a year of service means each period of twelve (12) months of completed employment with the
Company or with any other entity which is required to be aggregated with Dover Corporation
pursuant to Section 414(b) or (c) of the Code.



2.33 “Salary” for purposes of the Plan shall be the total of the Participant’s base
salary paid by the Company for a calendar year and considered “wages” for FICA and federal
income tax withholding, but without regard to any deferrals made pursuant to this Plan and
any reductions for salary deferred contributions to a plan qualified under Section 125 or
Section 401(k) of the Code. For purposes of this Plan, Salary shall not include severance
or other payments made in connection with a Participant’s Termination of Service.



2.34 “Scheduled In-Service Withdrawal Date” means the date or dates elected by a Participant
for the early distribution of Benefits, as provided in Section 4.2 or Section 6.5.



2.35 “Specified Employee” means an employee within the meaning of Section 409A(a)(2)(B)(i)
of the Code and any applicable regulations or other pronouncements issued by the Internal
Revenue Service with respect thereto. The determination of who the Specified Employees are
as of any time shall be made by the Board or by such committee, person or persons as the
Board shall delegate for such purpose.



2.36 “Sub-Account” means a separate account or accounts into which a Participant’s Deferred
Compensation Account shall be divided, including without limitation separate accounts with
respect to a Participant’s Grandfathered Benefit and Non-Grandfathered Benefit. Such
Sub-Accounts may be established with respect to the portion of a Deferred Compensation
Account attributable to contributions made with respect to any Plan Year or the liability
for which was transferred from the Supplemental Plan to this Plan, or which was established
to reflect the various investments in which the Participant’s Deferred Compensation Account
is deemed to be invested or for such other purposes as the Committee may determine.



2.37 “Supplemental Plan” means (a) the Dover Corporation Supplemental Executive Retirement
Plan and (b) any other non-qualified plan which (i) is unfunded and maintained primarily for
the purpose of providing deferred compensation to a select group of management or highly
compensated employees and (ii) is designated by the Committee as a “Supplemental Plan” for
purposes of this Plan .



2.38 “Termination of Service” means the Participant’s ceasing his or her employment with
the Company and each other entity which is required to be aggregated with Dover Corporation
pursuant to Section 414(b) or (c) of the Code for any reason whatsoever, whether voluntarily
or involuntarily, including by reason of death or Disability, in each instance that would
meet the requirements to be considered a “Separation from Service” within the meaning of
Section 1.409A-1(b) of the Treasury Regulations.



2.39 “Trust” means the trust referred to in Article VII of the Plan.




 









 







2.40 “Trustee” means the trustee of the Trust.



2.41 “Trust Agreement” means the agreement entered into between the Company and the Trustee
to carry out the purposes of the Plan, as amended or restated from time to time.



2.42 “Unforeseeable Emergency” means one or more of the following events which causes a
severe financial hardship to the Participant:





	 	a.	 	illness or accident of the Participant or his
or her spouse, Beneficiary or dependent;
	 
	 	b.	 	loss of the Participant’s property due to
casualty, including the need to repair or rebuild such property with
such repair or rebuild not covered by insurance;
	 
	 	c.	 	other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the Participant’s
control, including, without limitation the need to pay medical expenses
for the Participant or his or her spouse, Beneficiary or dependent,
foreclosure of or eviction of the Participant from his or her primary
residence or the payment of funeral expenses of the Participant or his
or her spouse, Beneficiary or dependent.
	 
	 	 	 	For purposes of this Section 2.42, “dependent” shall mean such term
as defined in Section 152 of the Code, without regard to Sections
152(b)(1), (b)(2) and (d)(1)(B).





ARTICLE III




ELIGIBILITY



3.1 a. Eligibility to Participate. The employees who shall be eligible to
participate in the Plan shall be limited to key management or highly compensated employees
of the Company who are selected by the Committee, in its sole discretion, to participate in
the Plan, and who, at the time of filing a deferral election pursuant to Article IV:





	 	(i)	 	are on a regular periodic U.S. payroll of the
Company;
	 
	 	(ii)	 	are expected to have a combination of annual
Salary and Bonus in excess of the Compensation Limit for such calendar
year for which they expect to make contributions to the Plan;




 









 






	 	(iii)	 	are hired or promoted prior to October
1st of the year in which they otherwise meet the
requirements to become a Participant; and
	 
	 	(iv)	 	are currently participating in, or if newly
hired or promoted, are expected to be granted in the next calendar year
an award under, the Dover Corporation 1995 Incentive Stock Option Plan
and Cash Performance Program, the Dover Corporation 2005 Equity and
Cash Incentive Plan or any successor to such plans and programs.




The Committee may from time to time, in its sole and absolute discretion, modify the above
eligibility requirements and make such additional or other requirements for eligibility as
it may determine.




     b. Cessation of Deferrals. A Participant’s future deferrals under the Plan
shall cease, and the Participant may not defer any Compensation under the Plan, during any
year in which he or she fails to satisfy the minimum annual compensation threshold of
Section 3.1(a)(ii) above.



ARTICLE IV




ELECTION TO DEFER



4.1 Compensation Eligible for Deferral. A Participant may elect to defer Salary,
Bonus and/or Cash-Based Long-Term Incentive Compensation for each Plan Year as follows:





	 	a.	 	Any whole-number percentage of Salary up to 50%;
	 
	 	b.	 	Any whole-number percentage or flat dollar amount of Bonus up
to 100%;
	 
	 	c.	 	Any whole-number percentage or flat dollar amount of Cash-Based
Long-Term Incentive Compensation up to 100%; and/or
	 
	 	d.	 	Such combination of flat dollar amount and or percentage of
Bonus or Cash-Based Long-Term Incentive Compensation (not exceeding the
percentages set forth above) and any other form of Compensation as the
Committee in its sole discretion may determine.




The minimum aggregate amount that may be deferred by a Participant during a Plan Year is
$5,000. Such minimum may be satisfied by deferring Salary, Bonus and/or Cash-Based Long-
Term Incentive Compensation.



In the event that a Participant’s Compensation remaining after the Participant elects to
defer an amount of his or her Salary, Bonus and/or Cash-Based Long-Term Incentive
Compensation or other amounts permitted to be deferred hereunder is not sufficient to allow
for the full payment of all FICA, federal, state and/or local income tax liabilities or
benefit plan withholding requirements, the actual amount which shall be credited to the
Participant’s Deferred Compensation Account shall be reduced to the extent necessary for


 









 






 the maximum amount allowable after all applicable taxes and withholding requirements have
been met.



4.2 Deferral Election.



An employee eligible to make a deferral election or who anticipates becoming
eligible to make a deferral election in the upcoming Plan Year shall become a
Participant by timely executing a Deferred Compensation Agreement and such
other documents as the Committee shall designate and delivering such agreement
and other documents or complying with the Appropriate Procedure as directed by
the Committee. The Deferred Compensation Agreement shall specify:




     a. the portion to be deferred of Salary, Bonus and/or Cash-Based Long-Term Incentive
Compensation and any other form of Compensation permitted by the Committee, and the portion
of the distribution a Participant expects to receive in a lump sum pursuant to a
Supplemental Plan which the Participant elects to have transferred and paid pursuant to the
provisions of this Plan; and



     b. the time for the commencement of payment of Benefits which must be either on account
of Retirement, Disability, Termination of Service, or at a Scheduled In-Service Withdrawal
Date to be specified by the Participant. A Participant may select a different time for
commencement of payment of Benefits attributable to Compensation deferred with respect to
each Plan Year or with respect to amounts transferred from a Supplemental Plan.



Once a properly completed Deferred Compensation Agreement is received by the Committee, the
elections of the Participant shall be irrevocable, except as otherwise provided herein.


4.3 Timing of Deferral Election.




     a. Election to Defer Salary. Elections to defer the receipt of Salary must be
received by the Committee by November 30 (or such later date as the Committee shall
determine) of each year to be effective with respect to the first pay period of the
following Plan Year.



     b. Election to Defer Bonus, Cash-Based Long-Term Incentive Compensation, A
Supplemental Plan Lump Sum Distribution and Other Compensation. Elections to defer
receipt of any Bonus and/or Cash-Based Long-Term Incentive Compensation must be received by
the Committee by November 30 (or such later date as the Committee shall determine) of each
year to be effective for the Bonus and/or Cash-Based Long-Term Incentive Compensation
payable in the second Plan Year following the Plan Year during which the election is made.
Any election made by a Participant to have any amount transferred to the Plan from a
Supplemental Plan shall be given effect only if such election was made not less than twelve
(12) months prior to the Participant’s retirement or other termination of employment for any
reason and shall be applicable



 









 







only with respect to a participant’s Grandfathered Benefit in a Supplemental Plan. The
Committee shall determine the timing of deferrals of other forms of Compensation.



     c. Changing an Election. A Participant’s deferral election shall be
irrevocable for the Plan Year and shall continue in effect from year to year thereafter
unless, and until, increased, decreased, or terminated by the Participant for any subsequent
Plan Year by filing an election pursuant to Section 4.3 a. or b. above; provided,
however, that an election to have all or a portion of a lump sum distribution from a
Supplemental Plan transferred to this Plan may be revoked if a new election to do so is made
at least twelve (12) months prior to the Participant’s retirement or other termination of
employment for any reason



ARTICLE V




DEFERRED COMPENSATION ACCOUNT



5.1 Establishment of Deferred Compensation Account. Compensation deferred hereunder
shall be credited to a Deferred Compensation Account (or Sub-Account) established by the
Committee for each Participant. The amount of Compensation deferred by a Participant shall
be credited to his or her Deferred Compensation Account (or Sub-Account) within five (5)
business days of the date on which such amounts would have been paid to the Participant but
for the Participant’s election to defer receipt hereunder, or as soon thereafter as is
administratively practicable.



Each Participant’s Deferred Compensation Account (or Sub-Account) as of each Determination
Date shall consist of the balance of the Participant’s Deferred Compensation Account as of
the immediately preceding Determination Date adjusted for:





	 	a.	 	additional deferrals pursuant to Section 4.2,
	 
	 	b.	 	Company Contributions (if any) pursuant to Section 5.4;
	 
	 	c.	 	distributions (if any); and
	 
	 	d.	 	the appropriate Credited Investment Return (Loss).




All adjustments and earnings related thereto, will be determined on a daily basis and
recorded to the Participants’ Deferred Compensation Accounts as of each Determination Date.



5.2 Deemed Investment Elections. The Committee shall designate from time to time
one or more investment options in which Deferred Compensation Accounts (or Sub-Accounts) may
be deemed invested. A Participant or Beneficiary shall allocate his or her Deferred
Compensation Account among the deemed investment options in one percent (1%) increments by
filing with the Committee an Investment Allocation Election Form. Notwithstanding the
foregoing, the Committee may disapprove a Participant’s deemed


 









 






 investment elections and allocate a Participant’s Deferred Compensation Account in any
manner as it, in its sole discretion, shall determine.



The Committee shall have the sole discretion to determine the number of deemed investment
options to be designated hereunder and the nature of the options and may change or eliminate
any of the deemed investment options from time to time. In the event of such change or
elimination, the Committee shall give each Participant timely notice and opportunity to make
a new election. Failure of a Participant to do so shall grant the Committee absolute
discretion to make an election for such Participant. No such change shall be considered to
be an amendment to the Plan pursuant to Section 10.1.



5.3 Change of Investment Election. After selecting his or her initial deemed
investment elections under Section 5.2, a Participant may make changes to his or her deemed
investment elections for amounts deferred for a Plan Year and all amounts in such
Participant’s Deferred Compensation Account. Such changes may be made only in whole
percentages. Any such change shall be effective the first day of the month (or such other
date as the Committee shall determine) if an Investment Election Change Form is received by
the Committee no later than the 25th day of the prior month (or such other date
as the Committee shall determine).



5.4 Company Contributions. In addition to the deferrals elected by the
Participants, the Company may choose at any time to make discretionary Company
Contributions, based on individual or overall corporate performance or such other criteria
as the Committee shall determine, to the Deferred Compensation Accounts of Participants in
such amounts as it, in its sole discretion, determines.



5.5 Credited Investment Return (Loss). Each Participant’s Deferred Compensation
Account (or Sub-Account) shall be credited monthly, or more frequently as the Committee may
specify, with the Credited Investment Return (Loss) attributable to his or her Deferred
Compensation Account (or Sub-Account). The Credited Investment Return (Loss) is the amount
which the Participant’s Deferred Compensation Account would have earned if the amounts
credited to the Deferred Compensation Account had, in fact, been invested in accordance with
the Participant’s Deemed Investment Elections.



5.6 Vesting. A Participant shall be one hundred percent (100%) vested in the
amounts the Participant elects to defer into his or her Deferred Compensation Account and
the Credited Investment Return (Loss) credited thereon. In the event a Company Contribution
is credited to a Participant’s Deferred Compensation Account pursuant to Section 5.4, the
Company Contribution and the Credited Investment Return (Loss) thereon shall vest as
determined in the discretion of the Committee.




 









 








ARTICLE VI




PAYMENT OF DEFERRED COMPENSATION ACCOUNT



6.1 Time of Payment. Except as otherwise specifically provided herein, distribution
of the vested balance of a Participant’s Deferred Compensation Account (or Sub-Account)
shall be made to such Participant as set forth in Section 6.9.



6.2 Distribution upon Retirement or Disability. Upon a Participant’s Retirement or
Disability, his or her Deferred Compensation Account (or Sub-Account) shall be payable over
a period of five (5), ten (10) or fifteen (15) years, or in a single lump sum payment, as
elected by the Participant in his or her Deferred Compensation Agreement or as otherwise
elected pursuant to the provisions of the Plan. If a Participant fails to make a valid
distribution election, the distribution shall be made in annual installments over a ten (10)
year period. Notwithstanding the above, distributions as a result of Retirement may be
deferred as elected by a Participant; provided, however, in no event may any
distribution commence later than the last day of the first calendar quarter of the year
following the year in which the Participant attains age seventy (70), regardless of whether
the Participant has terminated employment with the Company. A Participant may change the
method of distribution on account of Retirement or Disability (from lump sum to installments
or vice versa or to change the date on which a distribution would be made or commence to be
made or the period over which the installments would be made) by giving at least twelve (12)
months notice to the Committee by following the Appropriate Procedure prior to his or her
Retirement or attainment of age seventy (70), if applicable and, if such election is on
account of Retirement or Disability, the election shall not take effect until at least 12
months after the date on which the election is made; provided further,
however, that the distribution, or commencement of the distribution, of any
Non-Grandfathered Benefit on account of Retirement is extended for at least five (5) years
beyond the prior time as of which the distribution was to have been made or commence to have
been made. If, prior to distribution of the Participant’s Deferred Compensation Account, a
Participant who had incurred a Disability no longer meets the definition of Disability and
returns to work with the Company, no payment of a Grandfathered Benefit shall be made from
the Plan on account of the prior Disability, and distribution of the Participant’s Deferred
Compensation Account shall be made as otherwise provided in this Article VI. All
distributions subject to this Section 6.2 shall be determined and paid pursuant to, and
shall otherwise be subject to, the provisions of Sections 6.9, 6.10, 6.11 and 6.12.



6.3 Distribution Upon Death. In the event a Participant dies prior to the
distribution of the Participant’s entire Deferred Compensation Account, distribution of the
Participant’s Deferred Compensation Account (or the remaining balance thereof) shall be made
in a single lump sum payment on such date as the Committee shall determine;
provided, however, that such date shall be within ninety (90) days following
the Participant’s Death or such later date as shall meet the requirements of the Treasury
Regulations. All distributions subject to this Section 6.3 shall be determined and paid


 









 






 pursuant to, and shall otherwise be subject to, the provisions of Sections 6.9, 6.10 and
6.11.



6.4 Distribution Upon Other Termination of Service. If a Participant incurs a
Termination of Service, voluntarily or involuntarily, for reasons other than Retirement,
death or Disability, the value of the Participant’s Deferred Compensation Account balance
shall be paid in a single lump sum payment pursuant to Sections 6.9, 6.10, 6.11 and 6.12.



6.5 Scheduled In-Service Withdrawals.




     a. A Participant may elect a Scheduled In-Service Withdrawal Date applicable to all or
a portion of his or her Deferred Compensation Account or applicable to all or a portion of a
Sub-Account attributable to contributions made with respect to any specified Plan Year.
Such initial election shall be made in the Participant’s original Deferred Compensation
Agreement and shall specify the portion or amount of the Participant’s Deferred Compensation
Account (or, if applicable, Sub-Account) to be distributed; provided that such
portion or amount specified shall not exceed the portion or amount credited to the
Participant’s Deferred Compensation Account which is vested as of any Scheduled In-Service
Withdrawal Date. A Participant may elect to extend to a later date a Scheduled In-Service
Withdrawal Date by filing a written request to do so with the Committee at least twelve (12)
months prior to such date (such election not taking effect until at least 12 months after
the date on which the election is made). A Participant shall be granted no more than two
(2) such extensions with respect to any initial Scheduled In-Service Withdrawal Date. The
minimum period of extension (i) with respect to a Participant’s Grandfathered Benefit is two
(2) years from the original Scheduled In-Service Withdrawal Date with respect to the first
extension and two (2) years from the extended date of distribution with respect to the
second extension and (ii) with respect to the Participant’s Non-Grandfathered Benefit is
five (5) years beyond the prior time as of which the distribution was to have been made or
commence to have been made with respect to the first extension and five (5) years from the
extended date of distribution with respect to the second extension.



     b. No election of a Scheduled In-Service Withdrawal Date shall be given effect unless
such election specifies a Scheduled In-Service Withdrawal Date which is at least two (2)
years after the end of the Plan Year in which the election is received by the Committee.
The distribution of the elected amount or portion of the Participant’s Deferred Compensation
Account (or Sub-Account) must commence no later than the last day of the first calendar
quarter of the year following the year in which the Participant attains age seventy (70),
regardless of whether the Participant has terminated employment with the Company.



     c. A Participant may elect to receive the distribution in a single lump sum payment or
annual installments over two (2), three (3), four (4) or five (5) years. The form of
distribution may be amended by the Participant up to twelve (12) months prior to any elected
Scheduled In-Service Withdrawal Date by giving prior written notice to the



 









 







Committee (such election not taking effect until at least 12 months after the date on which
the election is made); provided, however, that the time of distribution of
Non Grandfathered Benefits whose form of distribution is amended shall be extended for a
period of not less than 5 (years) beyond the prior time as of which the distribution was to
have been made or commence to have been made. All distributions subject to this Section 6.5
shall be determined and paid pursuant to, and shall otherwise be subject to, the provisions
of Sections 6.9, 6.10 and 6.11.



     d. If a Participant incurs a Termination of Service by reason of Retirement or
Disability prior to a Scheduled In-Service Withdrawal Date, the amount of the distribution
shall be distributed as the Participant elected for Retirement or Disability, as the case
may be. If the Participant incurs a Termination of Service for any other reason, the
distribution will be in the form of a single lump sum payment. If a Participant incurs a
Termination of Service by reason of Retirement or Disability while he or she is receiving
scheduled in-service installment distributions, the balance of the Participant’s Deferred
Compensation Account shall be distributed to the Participant as elected for Retirement or
Disability, as the case may be. If the Participant incurs a Termination of Service for any
other reason, the remaining installments will be distributed in a single lump sum payment.


6.6 Non-Scheduled Withdrawals. Other provisions of the Plan notwithstanding, a
Participant may at any time request a distribution of some or all of his or her
Grandfathered Benefit (with a minimum distribution amount of $5,000) for any reason. In
such event, ten percent (10%) of the amount requested to be distributed from the
Participant’s Grandfathered Benefit will be forfeited and not paid to the Participant, and,
if the Participant continues to be employed with the Company, the Participant may make no
further deferrals during the period commencing on the first day of the Plan Year next
following the Plan Year in which the distribution was made and continuing thereafter for a
period equal to twelve (12) months plus the number of days from the date on which the
distribution was made to the last day of the Plan Year in which the distribution was made.
Notwithstanding the foregoing, if the distribution is requested within one (1) year
following a Change of Control, only five percent (5%) of the amount requested to be
distributed from the Participant’s Grandfathered Benefit will be forfeited and not paid to
the Participant and, if the Participant continues to be employed with the Company, the
Participant may make no further deferrals for the following Plan Year. Any amounts
forfeited may, at such time as the Committee shall determine, be returned to the Company, to
the extent such amounts are then held in the Trust.



6.7 Hardship Distributions and Distributions on Account of an Unforeseeable
Emergency.




     a. This Section 6.7a. is applicable with respect to a Participant’s Grandfathered
Benefit. In the event that the Committee, upon written petition of a Participant or
Beneficiary, determines in its sole discretion that the Participant or Beneficiary has
suffered a Hardship, the Committee shall distribute to the Participant or Beneficiary as
soon as reasonably practicable following such determination, an amount, not in excess of



 









 







the value of the Participant’s Grandfathered Benefit, necessary to alleviate the
Hardship. A Participant or Beneficiary claiming Hardship will be required to submit such
documentation of the Hardship and proof that the loss is not covered by other means as the
Committee shall request. A Participant who has been granted a distribution on account of
Hardship may, if the Participant continues to be employed with the Company, make no further
deferrals for the balance of that Plan Year and the following Plan Year.



     b. This Section 6.7b. is applicable with respect to a Participant’s Non-Grandfathered
Benefit. In the event that the Committee, upon written petition of a Participant,
determines in its sole discretion that the Participant has suffered an Unforeseeable
Emergency, the Committee may distribute, within 90 days of such occurrence, an amount not in
excess of the value of the Participant’s vested Non-Grandfathered Benefit, necessary to
alleviate such Unforeseeable Emergency. A Participant claiming an Unforeseeable emergency
will be required to submit such documentation of the Unforeseeable Emergency and proof that
the loss is not covered by other means that are reasonably available to the Participant as
the Committee shall request.


Entitlement of a Participant to a withdrawal on account of an Unforeseeable Emergency shall
be contingent on meeting the requirements set forth below. A withdrawal is on account of an
Unforeseeable Emergency if the withdrawal is made on account of an “immediate and heavy
financial need” of the Participant as the result of an Unforeseeable Emergency and is
“necessary” to satisfy the financial need. A withdrawal is “necessary” to satisfy a
financial need of the Participant only if the Participant demonstrates to the satisfaction
of the Committee that the withdrawal is in an amount which does not exceed the amount
required to meet such financial need and cannot be satisfied from other resources reasonably
available to the Participant, including, without limitation, by reimbursement or
compensation from insurance or by the liquidation of the Participant’s assets (to the extent
any such liquidation does not cause a severe financial hardship) or by cancellation of any
deferrals elected by the Participant. A withdrawal will not be deemed “necessary” to
satisfy an immediate and heavy financial need of a Participant unless all of the following
requirements are satisfied: (i) the withdrawal does not exceed the amount necessary to
alleviate the immediate and heavy financial need of the Participant (plus the amount of any
tax or penalties attributable to the amount of the withdrawal), (ii) the Participant has
obtained all currently available distributions from other non-qualified deferred
compensation plans, other than any distributions on account of the Unforeseeable Emergency
currently available under other non-qualified plans maintained by the Company, whether or
not such plans are subject to Section 409A of the Code; (iii) deferral elections of the
Participant under this Plan will be cancelled, as will any deferral elections permitted to
be cancelled under any other non-qualified deferred compensation plan that would be
aggregated with this Plan under Treasury Regulation Section 1.409A-1(c) without violating
the provisions of Section 409A of the Code; provided, however, that the
actions listed above do not increase the Participant’s financial need.



The Committee may require such financial and other information as is reasonably necessary
for it to make a determination hereunder and may reasonably rely on


 









 






 representations made by the Participant pursuant hereto. The Committee’s determination
shall be made on the basis of all relevant facts and circumstances under the general rules
set forth above and shall be final.



6.8 Designation of Beneficiary. The Participant shall have the right to designate,
on such form as may be prescribed by the Company, a Beneficiary or Beneficiaries to receive
any Benefits due under Article VI which may remain unpaid at the Participant’s death and
shall have the right at any time to revoke such designation and to substitute another such
Beneficiary or Beneficiaries. If, upon the death of the Participant, there is no valid
designation of a Beneficiary or no designated Beneficiary survives the Participant, the
Beneficiary shall be the Participant’s estate. If a Beneficiary survives the Participant
and dies prior to the distribution of all Benefits to which such Beneficiary is entitled
from the Plan, any remaining amounts payable from the Plan shall be paid to the
Beneficiary’s estate.



6.9 Distributions Generally.




     a. All distributions from the Plan (other than non-scheduled withdrawals pursuant to
Section 6.6 or distributions on account of Hardship or an Unforeseeable Emergency pursuant
to Section 6.7) shall be made in accordance with the following procedure: the Participant’s
Deferred Compensation Account or Sub-Account from which the distribution is to be made shall
be valued as of the January 31st of the Plan Year next following the Plan Year in
which the Participant’s Retirement, Disability, death, Termination of Service or other
“distributable event” occurs. If the distribution is to be made in a single lump sum
payment, the lump sum shall be paid as soon as administratively practicable following the
January 31st as of which the valuation described above is made, but in no event
later than the March 31st following such valuation. If the distribution is to be
made in installments, the same January 31st valuation described above shall be
made and then divided by the number of years over which the installment payments are to be
made. Such amount shall be paid as soon as administratively practicable after the
determination is made, but in no event later than the March 31st following such
January 31st valuation. A new valuation and annual installment amount (based on
the number of remaining annual installments to be made) shall be determined as of each
subsequent January 31st during which installment payments are to be made and such
payments shall be made no later than the March 31st following each such
determination. As used herein, “distributable event” shall mean the date of a Participant’s
Retirement, Disability, death or Termination of Service; provided, however,
that if a Participant has elected to have a payment deferred for a specified period
following Retirement, “distributable event” with respect to such payment shall mean the year
to which the payment is deferred. Examples to illustrate the application of the timing of
the valuation and distribution of Account values pursuant to Section 6.9 are provided in the
Appendix to the Plan.



     b. Notwithstanding the foregoing, if the Deferred Compensation Account or Sub-Account
or Sub-Accounts from which all initial installment payments which begin to be made during a
year is $50,000 or less as of the applicable January 31st valuation



 









 







described in 6.9 a. above, the entire amount remaining in such Deferred Compensation Account
or Sub-Account shall be distributed in a single lump sum payment as soon as administratively
practicable following such January 31st valuation, but in no event later than the
March 31st following such January 31st valuation.



     c. Distributions of Non-Scheduled Withdrawals and on account of Hardship or an
Unforeseeable Emergency shall be made as soon as administratively practicable (and in the
case of an Unforeseeable Emergency, no later than 90 days) following, if applicable,
approval of such distributions by the Committee, or, if later, in the case of Non-Scheduled
Withdrawals, the date requested by the Participant or, if applicable, approved by the
Committee for such distribution.



     d. Notwithstanding the foregoing, the Committee in its sole discretion may revise any
of the distribution procedures or timing described above; provided that no such
distribution shall be made or commence to be made later than the March 31st of
the year following the date of the relevant distribution event and no such revision shall
cause any Grandfathered Benefit to become subject to Section 409A of the Code or any
Participant or other payee to become subject to any additional tax or other penalty pursuant
to Section 409A of the Code.



     e. The distribution to a Participant or Beneficiary of the full amount of the
Participant’s Deferred Compensation Account under the Plan shall be in full satisfaction of
all claims the Participant or Beneficiary may have against the Company, Committee or Trustee
with respect to the Plan, and the Committee in its discretion may require that any payee
under the Plan execute a receipt and release as a condition precedent to the receipt of any
distribution from the Plan.



     f. The entitlement to a series of installment payments under the Plan shall be treated
as a single payment for purposes of Section 409A, including for purposes of the subsequent
changes in the time or form of payment as provided in Treasury Regulation Section
1.409A-2(b)(2).



     g. Although it is intended that payments scheduled to be made under the Plan shall be
made as provided herein, in no event shall any such payment be made later than the end of
the calendar year in which the scheduled payment was to have been made, or, if later, prior
to the 15th day of the third month following the date as of which the scheduled
payment was to have been made; provided, however, that the Participant or
Beneficiary shall not have any direct or indirect discretion to designate the taxable year
in which such payment pursuant to this Section 6.9g is to be made. For purposes hereof, the
scheduled payment date of a payment that is scheduled to be made during a 90-day period
shall be the first day of the 90-day period.



     h. Notwithstanding any provision hereof to the contrary, the Committee shall have the
discretion to modify the time or schedule of payments to be made hereunder, but only in the
circumstances described in Section 1.409A-3(j)(4) of the



 









 







Treasury Regulations, or, subject to applicable provisions of Section 409A of the Code, as
may be necessary to comply with applicable law.


6.10 Distributions in Cash. All distributions of Deferred Compensation Accounts
shall be paid in United States dollars.



6.11 Limitation on Distributions to Covered Employees. Notwithstanding any other
provision of this Article VI, in the event that a Participant is a “covered employee” as
defined in Section 162(m)(3) of the Code and any applicable regulations or other
pronouncements issued by the Internal Revenue Service with respect thereto, or would be a
covered employee if the Benefits were distributed in accordance with his or her distribution
election or withdrawal request, the maximum amount which may be distributed from the
Participant’s Deferred Compensation Account in any Plan Year, shall not exceed one million
dollars ($1,000,000) less the amount of compensation paid to the Participant in such Plan
Year which is not “performance-based” (as defined in Section 162(m)(4)(C) of the Code),
which amount shall be reasonably determined by the Company at the time of the proposed
distribution. Any amount which is not distributed to the Participant in a Plan Year as a
result of the limitation set forth in this Section 6.11 shall be distributed to the
Participant in the first Plan Year in which distribution of such amount is in compliance
with the foregoing limitation set forth in this Section 6.11 and with the provisions of
Section 6.12; provided, however, that the Company also delays the payment of
all other amounts that are not deductible in accordance with Section 162(m) of the Code
which are scheduled to be distributed to such Participant for that year and to any other
similarly situated “covered employees.”



6.12 Distributions to Specified Employees. Notwithstanding any provision of the
Plan to the contrary, no distribution of a Non-Grandfathered Benefit to a Specified Employee
following his or her Termination of Service (other than as the result of the Specified
Employee’s death) shall be made (or commence to be made) earlier than the first day of the
month coincident with or next following six months after his or her Termination of Service.
Any distribution subject to this provision shall be delayed until the end of the six-month
period, and any payment due within the six-month period shall be paid at the beginning of
the seventh month following the date of the Specified Employee’s Termination of Service.



6.13 Compliance with Section 409A. It is intended that (a) this Plan and all
benefits payable thereunder shall comply in all material respects with the applicable
provisions of Section 409A of the Code; (b) to the maximum extent possible each provision of
the Plan, and any actions taken pursuant to the Plan, shall be interpreted so that any such
provision or action shall be deemed to be in compliance with Section 409A of the Code; and
(c) no election made by a Participant hereunder, and no change made by a Participant to a
previous election shall be accepted the Committee determines that acceptance of such
election or change could violate any of the requirements of Section 409A of the Code,
resulting in early taxation and penalties. Neither the Company nor its current employees,
officers, directors, representatives or agents shall have any liability to any current or
former Participant with respect to any accelerated taxation, additional taxes,


 









 






 penalties or interest for which any current or former Participant may become liable in the
event that any amounts payable under the Plan are determined to violate Section 409A of the
Code.




ARTICLE VII




ESTABLISHMENT OF TRUST



7.1 Establishment of Trust. The Company may, in its sole discretion, establish a
grantor trust, as described under Section 671 of the Code, which is subject to the claims of
the general creditors of the Company, for the purpose of accumulating assets to provide for
the obligations hereunder. The establishment of such a trust shall not affect the Company’s
liability to pay benefits hereunder except that the Company’s liability shall be offset by
any payments actually made to a Participant under such a trust. In the event such a trust
is established, the amount to be contributed shall be determined by the Company and the
investment of such assets shall be in accordance with the trust document.



Notwithstanding the foregoing, in the event a Change of Control is likely to occur, at least
thirty (30) days prior to the expected date of the Change of Control, the Company shall
establish and contribute to a grantor trust as described above if no such trust is then in
effect with respect to the Plan, or shall contribute to an existing grantor trust, an
irrevocable contribution to such trust equal to the sum of a. and b. below:




     a. two (2) times the average of the total annual deferrals of Compensation made by
Participants to the Plan for the three (3) calendar years immediately preceding the expected
date of the Change of Control; and



     b. the amount by which (i) 125% of the value of all Participants’ Deferred
Compensation Account balances as of thirty (30) days prior to the expected date of the
Change of Control exceeds (ii) the amount that would be received by the Trust if all of the
assets of the Trust as of thirty (30) days prior to the expected date of the Change of
Control were immediately liquidated.


The amount of the Change of Control contribution shall be determined in good faith by Towers
Perrin (or other actuarial consulting firm of national repute as the Committee shall
determine), and the Company, Trustee and the record keeper of the Plan shall promptly
provide Towers Perrin (or other actuarial consulting firm) with such information as the firm
shall reasonably request in order to make such determination.



Any Trustee appointed coincident with or after a Change of Control shall have occurred shall
be a federally or state chartered bank or trust company with assets of not less than one
billion dollars ($1,000,000,000).



Notwithstanding anything to the contrary in this Section 7.1, the Company shall not make any
contributions to a trust pursuant to this Section 7.1 if such contributions would cause


 









 






 adverse tax consequences to Participants under Section 409(b)(3) of the Code.



7.2 Status of Trust. Participants shall have no direct or secured claim in any
asset of the Trust or in specific assets of the Company and will have the status of general
unsecured creditors of the Company for any amounts due under this Plan. Trust assets and
income will be subject to the claims of the Company’s creditors.




ARTICLE VIII




CLAIM FOR BENEFITS PROCEDURE



8.1 Claim for Benefits.




     a. Any claim for benefits under the Plan shall be made in writing to the Committee. A
Distribution Affidavit submitted to the Company by a Participant or Beneficiary shall be
considered a claim for benefits to be determined by the Committee in accordance with the
claim review procedures set forth in this Article VIII.



     b. If a claim for benefits is wholly or partially denied (i.e., is an “Adverse Benefit
Determination”), the Committee shall notify the claimant (or his or her authorized
representative) of such Adverse Benefit Determination, either in writing or electronically,
within a reasonable period of time, but not later than ninety (90) days after receipt of the
claim by the Committee, unless the Committee determines that special circumstances warrant
an extension of time for processing the claim. If the Committee determines that special
circumstances require an extension of time for processing a claim, the Committee shall
furnish written notification of the extension to the claimant (or his or her authorized
representative) prior to the termination of the initial ninety (90) day period, but in no
event shall the extension exceed a period of 90 days from the end of such initial period.
The notice of extension shall indicate the special circumstances requiring an extension of
time and the date by which the Committee expects to render the final decision.



The Committee shall provide the claimant with written or electronic notice of the Adverse
Benefit Determination. Such notice shall provide:



          (i) The specific reason(s) for the Adverse Benefit Determination;




          (ii) Specific references to the relevant Plan provisions (including internal rules,
guidelines, etc.) upon which the determination is based;




          (iii) A description of any additional material or information necessary for the
claimant to perfect the claim, together with an explanation of why such material or
information is necessary; and




          (iv) A description of the Plan’s claim review procedure, including time limits
applicable to those procedures, and a statement of the claimant’s right to bring a


 









 







civil action under Section 502(a) of ERISA following an Adverse Benefit Determination.



8.2 Request for Review of a Denial of a Claim for Benefits. Upon the receipt by the
claimant (or his or her authorized representative) of written or electronic notice of the
Adverse Benefit Determination, the claimant (or his or her authorized representative) may,
within sixty (60) days, file a written request with the Committee requesting a review of the
denial of the claim, which review shall include a hearing if deemed necessary by the
Committee. In connection with the claimant’s appeal of the denial of his or her claim, he
or she (or his or her authorized representative) may review relevant documents and may
submit written comments, documents, records and other information relating to the claim for
benefits, regardless of whether the information was submitted or considered in the initial
benefit determination. The claimant (or his or her authorized representative) must be
given, upon request and without charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for benefits. To provide
for fair review and a full record, the claimant (or his or her authorized representative)
must submit in writing all facts, reasons and arguments in support of his or her position
within the time allowed for filing a written request for review. All issues and matters not
raised for review will be deemed waived by the claimant.



8.3 Decision Upon Review of a Denial of a Claim for Benefits. The Committee shall
render a decision on the claim review promptly, but no more than sixty (60) days after the
receipt of the claimant’s request for review, unless special circumstances (such as the need
to hold a hearing) require an extension of time, in which case the sixty (60) day period
shall be extended to one hundred-twenty (120) days. If the Committee determines that
special circumstances require an extension of time for deciding the determination on review,
the Committee shall furnish written notification of the extension to the claimant (or his or
her authorized representative) prior to the termination of the initial sixty (60) day
period. The notice of extension shall indicate the special circumstances requiring an
extension of time and the date by which the Committee expects to render the determination on
review.



The Committee shall provide the claimant (or his or her authorized representative) with
written or electronic notice of the Committee’s determination on review. In the case of an
Adverse Benefit Determination, such notice shall:




     a. Provide the specific reason(s) for the Adverse Benefit Determination;



     b. Be written in a manner calculated to be understood by the claimant;



     c. Provide specific references to the relevant Plan provisions upon which the
determination is based;



     d. Include a statement that the claimant (or his or her authorized representative) may
receive, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s claim for benefits; and



 









 





     e. Include a statement describing any voluntary appeal procedures offered by the Plan
and the claimant’s (or his or her authorized representative’s) right to obtain the
information about such procedures, along with a statement of the claimant’s right to bring
an action under Section 502(a) of ERISA.


The decision of the Committee shall be final and binding in all respects on the
Company, the claimant and any other person claiming an interest in the Plan through or on
behalf of the claimant. No arbitration pursuant to Section 8.4 or lawsuit pursuant to
Section 8.5 may be commenced by or on behalf of a claimant with respect to this Plan until
after and unless the claim and review process described above in this Article VIII has been
exhausted.



8.4 Mandatory Arbitration Procedure.




     a. Any claim remaining after the claim review process described above in this Article
VIII has been exhausted shall, to the extent permitted by applicable law and except as
otherwise provided in Section 8.5, be submitted exclusively to mandatory arbitration in New
York City or, at the Company’s election, another agreed-upon location.



     b. Except as otherwise set forth herein, said arbitration shall be pursuant to the
National Rules for Resolution of Employment Disputes of the American Arbitration
Association, as amended from time to time. The matter shall be submitted to one arbitrator
who shall be a lawyer with at least ten (10) years professional experience and who has
familiarity with employee compensation plans. All information regarding the claim or
arbitration, including the arbitration award, shall not be disclosed by the claimant or the
arbitrator to any third party, except pursuant to legal process, without the written consent
of Dover Corporation. In no event may the arbitrator allow the claimant to join claims of
any other claimant in a single arbitration proceeding without the written consent of Dover
Corporation. The arbitrator shall have no authority to add to, detract from, or otherwise
modify any provisions of the Plan (including this Section 8.4) or of the Trust Agreement.
The arbitrator shall apply the substantive law of the State of New York to the extent not
preempted by federal law, and the arbitrator’s decision shall be final and binding. The
arbitrator’s fees shall be borne by the party which does not prevail. If neither party
prevails entirely, the arbitrator’s fees shall be paid as determined by the arbitrator.


8.5 Procedure After a Change of Control. After a Change of Control, a Participant
or Beneficiary may elect to submit any claim remaining after the claim review process
described above in this Article VIII has been exhausted, to the extent permitted by
applicable law, to mandatory arbitration pursuant to Section 8.4 or the Participant or
Beneficiary may file a lawsuit in any court of competent jurisdiction to resolve the claim.




 









 








ARTICLE IX




ADMINISTRATION



9.1 Plan Administration. The Plan shall be administered by a Committee, consisting
of not less than three (3) members to be appointed by the Board. In the absence of any such
appointment, the Compensation Committee of the Board shall be the Committee. The Committee
shall administer the Plan in accordance with its terms, and shall have all powers necessary
to accomplish such purpose, including the power and authority to construe and interpret the
Plan, to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms and notices relating to the administration of the Plan, and
to make all other determinations necessary or advisable for the administration of the Plan.
Any actions of the Committee with respect to the Plan shall be conclusive and binding upon
all persons interested in the Plan. The Committee may delegate any of its powers or duties
to others as it shall determine and may retain counsel, agents and such clerical and
accounting services as it may require in carrying out the provisions of the Plan. An
employee of the Company or Committee member who is also a Participant in the Plan shall not
be involved in the decisions of the Company or Committee regarding any determination of any
specific claim for benefit with respect to himself or herself.



9.2 Information. The records of the Company shall be determinative of each
Participant’s period of employment, Termination of Service, leave of absence, reemployment,
years of service, personal data, and Salary, Bonus, Cash-Based Long Term Compensation, other
Compensation and amounts payable from a Supplemental Plan. Participants and their
Beneficiaries shall furnish to the Committee such evidence, data or information, and execute
such documents as the Committee requests.



9.3 Periodic Statements. The Committee shall furnish statements to each Participant
reflecting the amount credited to a Participant’s Deferred Compensation Account and
transactions therein not less frequently than once each calendar year.



9.4 Indemnification. No employee of the Company or member of the Committee shall be
liable to any person for any action taken or omitted in connection with the administration
of this Plan, and the Company shall indemnify and hold harmless each member of the Committee
therefor, including indemnification for any expenses and legal fees incurred in connection
therewith, unless attributable to his or her own fraud or willful misconduct. The Company
shall not be liable to any person for any such action unless attributable to fraud or
willful misconduct on the part of a director, officer or employee of the Company.



9.5 Expenses of Administration. Any expense incurred by the Company or the
Committee relative to the administration of the Plan shall be paid by the Company.




 









 








ARTICLE X




MISCELLANEOUS



10.1 Amendment and Termination. The Plan may be amended at any time by the Board
and may be terminated at any time by the Board; provided, however, that no
such amendment or termination shall adversely affect the rights of Participants or their
beneficiaries with respect to amounts credited to the Deferred Compensation Accounts prior
to such amendment or termination, without the written consent of the Participant.



10.2 No Implied Rights. Neither the establishment of the Plan nor any amendment
thereof shall be construed as giving any Participant, Beneficiary, or any other person any
legal or equitable right unless such right shall be specifically provided for in the Plan or
conferred by specific action of the Committee or Company in accordance with the terms and
provisions of the Plan. Except as expressly provided in this Plan, the Company shall not be
required or be liable to make any payment under this Plan.



10.3 No Right to Company Assets. Neither a Participant, a Beneficiary, nor any
other person shall acquire by reason of the Plan any right in or title to any assets, funds
or property of the Company whatsoever, including, without limiting the generality of the
foregoing, any specific funds, assets or other property which the Company, in its sole
discretion, may set aside in anticipation of a liability hereunder in a Trust. Any benefits
which become payable hereunder shall be paid from the general assets of the Company. Each
Participant and his or her Beneficiary shall have only a contractual right to the amounts,
if any, payable hereunder, unsecured by any asset of the Company. Nothing contained in the
Plan constitutes a guarantee by the Company that the assets of the Company shall be
sufficient to pay any benefits to any person. Nothing herein shall preclude the Company
from purchasing life insurance policies to provide any of the Benefits or to have any such
policies purchased held by the Trust.



10.4 No Employment Rights. Nothing contained herein shall be construed as
conferring upon any Participant the right to continue in the employ of the Company as an
employee.



10.5 Offset. If, at the time payments or installments of payments are to be made
hereunder, either the Participant or Beneficiary is indebted or obligated to the Company,
then the payments remaining to be made to the Participant or the Beneficiary may, at the
discretion of the Company, be reduced by the amount of such indebtedness or obligation.
However, an election by the Company not to reduce any such payment or payments shall not
constitute a waiver of its claim, or prohibit or otherwise impair the Company’s right to
offset future payments for such indebtedness or obligation.



10.6 Non-assignability. Neither a Participant, a Beneficiary, nor any other person
shall have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, which are expressly


 









 






 declared to be unassignable and non-transferable. No part of the amounts payable shall be,
prior to actual payment, subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant, a Beneficiary, or any
other person, or be transferable by operation of law in the event of a Participant’s, a
Beneficiary’s, or any other person’s bankruptcy or insolvency.



10.7 Notice. Any notice required or permitted to be given under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified mail, and if
given to the Committee or the Company, delivered to the principal office of the Company,
directed to the attention of the Committee, or if delivered in such other manner as the
Committee or Company may direct. Such notice shall be deemed given as of the date of
delivery, or, if delivery is made by mail, as of the third business day after the date shown
on the postmark or the receipt for registration or certification.



10.8 Governing Laws. The Plan shall be construed and administered according to the
laws of the State of New York to the extent not preempted by federal law.



10.9 Severability. If a provision of the Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision had not been included
in the Plan.



10.10 Successors. The terms and conditions of this Plan shall be binding upon and
inure to the benefit of the Company, its successors and assigns and the Participant and his
or her heirs, executors, administrators and legal representatives.



10.11 Compliance. The Committee shall impose such restrictions on the Plan, any
interest therein or any interest constituting a security as it may deem advisable in order
to comply with the Securities Act of 1933, as amended, the requirements of the New York
Stock Exchange or any other applicable stock exchange or automated quotation system, any
state securities laws applicable to such a transfer, any provision of the Company’s
Certificate of Incorporation or Bylaws, or any other law, regulation or binding contract to
which the Company is a party.



10.12 Tax Withholding. The Company shall have the right to deduct from amounts
otherwise payable in settlement of a Participant’s Deferred Compensation Account any sums
that federal, state, local or foreign tax law requires to be withheld with respect to such
payment.



10.13 Entire Agreement. This Plan constitutes the entire understanding and
agreement with respect to the subject matter contained herein, and there are no agreements,
understandings, restrictions, representations or warranties among any Participant and the
Company other than those set forth or provided for herein.




 









 








APPENDIX




Examples of Distributions Pursuant to Section 6.9



The examples set forth below are solely for purposes of illustration with respect to the
valuation and distribution of amounts payable from the Plan:



(a) A Participant terminates employment on account of Retirement on March 2, 2008. The
Participant has not made any provision for deferral or for payment other than in a single
lump sum payment. The Participant’s Deferred Compensation Account will be valued as of
January 31, 2009 and distribution of the Deferred Compensation Account will be made no later
than March 31, 2009.



(b) A Participant terminates employment on account of Retirement on March 2, 2008. The
Participant has elected to have the payment deferred for two years following Retirement.
The “distributable event” occurs on March 2, 2010. The Participant’s Deferred Compensation
Account will be valued as of January 31, 2011 and distribution of the Deferred Compensation
Account will be made no later than March 31, 2011.



(c) A Participant terminates employment on account of Retirement on March 2, 2008. The
Participant has elected to have the payment deferred for two years following Retirement and
then to be paid in five installments. The “distributable event” occurs on March 2, 2010.
The Participant’s Deferred Compensation Account will be valued as of January 31, 2011. The
value of the Deferred Compensation Account will be divided by five and the resulting amount
will be distributed no later than March 31, 2011. The remaining Deferred Compensation
Account will then be valued as of January 31, 2012. This value will be divided by four and
the resulting amount will be distributed no later than March 31, 2012. Subsequently,
one-third of the January 31, 2013 value will be distributed no later than March 31, 2013,
one-half of the January 31, 2014 value will be distributed no later than March 31, 2014 and
the balance of the Deferred Compensation Account, valued as of January 31, 2015 will be
distributed no later than March 31, 2015.