exv10w18






Exhibit 10.18




DOVER CORPORATION

SENIOR EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN




Introduction


This Dover Corporation Senior Executive Change-in-Control Severance Plan (the “Plan”) sets forth
the policy of Dover Corporation, a Delaware corporation (“Dover”), and each of its Subsidiaries (as
defined in Article 14) which employs an “Eligible Executive” (as defined in Article 1) with respect
to “Severance Payments” (as defined in Article 5) payable to an Eligible Executive under the Plan
(Dover and such Subsidiaries are collectively referred to as the “Company”). This Senior Executive
Change-in-Control Severance Plan constitutes the plan document and summary plan description for the
Plan.




Article 1. Who is Eligible for Participation in the Plan





	a.	 	Eligible Executives. Those executives of the Company who have been notified that they are
subject to Dover’s Senior Executive Shareholding Guidelines, as in effect from time to time,
and, on the date of a “Change of Control” (as defined in Article 14), remain subject to such
guidelines, shall be eligible to receive Severance Payments under the Plan.
	 
	b.	 	Effect of Employment Agreement. You shall not be eligible to participate in the Plan if you
are party to a written agreement with the Company that provides for severance payments to you
upon, or following, the termination of your employment or following a Change-in-Control of the
Company.
	 
	c.	 	Other Plans. If you are eligible to participate in this Plan, you shall not be eligible to
participate in, or to receive any severance benefits under, any other severance plan, policy,
practice, or arrangement maintained by the Company. If you become eligible to receive
Severance Payments under this Plan, you shall not be eligible to receive Severance Payments
under the Dover Corporation Executive Severance Plan.





Article 2. How Do You Become Eligible for Severance Payments under the Plan



You will be eligible for Severance Payments if you are an Eligible Employee as of the date of a
Change of Control and, within eighteen (18) months following a Change-in-Control:





	a.	 	Termination Without Cause. Your employment is terminated by the Company without “Cause” (as
defined in Article 14) (“Termination Without Cause”); or
	 
	b.	 	Good Reason Termination. You terminate your employment with the Company for “Good Reason”
(as defined in Article 14) by giving a notice of termination for Good Reason under the
procedures set forth in this Article 2 (“Good Reason Termination”);






	 	•	 	You may elect to terminate your employment for Good Reason by giving written notice
to the Company of the events constituting Good Reason within eighteen (18) months after
a Change-in-Control. The notice of termination for Good Reason shall be effective
thirty (30) days after it is provided by you if the






 









 






	 	 	 	Company shall fail to cure the events constituting Good Reason within such thirty
(30) day notice period. In order to be effective, you must give the notice of a
Good Reason termination within sixty (60) days after the event(s) that constitute
Good Reason first occur and within eighteen (18) months after a Change-in-Control.
	 
	 	•	 	The Company may waive all or part of the thirty (30) day notice required to be given
by you by giving written notice to you.





Article 3. What Events Make You Ineligible for Severance Payments under the Plan 



You shall not be entitled to receive Severance Payments under this Plan if any of the following
disqualifying events occur:





	a.	 	Death or Disability. Your employment terminates due to death or, at the option of the
Company, upon your “Disability” (as defined in Article 14);
	 
	b.	 	Voluntary Termination. You terminate your employment with the Company or a successor for any
reason, including without limitation retirement, other than for Good Reason (“Voluntary
Termination”). A Voluntary Termination includes, without limitation, a termination by you (i)
after a failure by you to give a timely notice of termination for Good Reason, or (ii) after
the Company timely cures the event(s) that are claimed to constitute Good Reason.
	 
	c.	 	Termination for Cause. Your employment with the Company is terminated for Cause
(“Termination for Cause”);






	 	•	 	Your employment may be terminated for Cause by the Company effective upon the giving
of written notice to you of such Termination for Cause, or effective upon another date
as specified in such notice (“Notice of Termination for Cause”).
	 
	 	•	 	If within one (1) year after your employment terminates as the result of Good Reason
Termination or Termination Without Cause, the Company determines that your employment
could have been Terminated for Cause, your prior termination shall be recharacterized
as a Termination for Cause upon the Company giving written notice to you (or to your
estate in the event of your death). You (or your estate) shall have thirty (30) days
to provide a written response to the Company. To the extent that the Company does not
reverse its determination after receipt of your response, if any, you (or your estate)
shall be obligated promptly to repay any Severance Payments paid to you under the Plan.
The Company may take appropriate legal action to seek to recover any Severance
Payments from you or your estate.






	d.	 	Sale. You work for a division, subdivision, plant, location, or entity which is sold or
otherwise transferred to an entity other than Dover and its Subsidiaries in a transaction






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	 	 	that does not constitute a Change-in-Control, regardless of whether the new owner offers
continued or comparable employment to you.
	 
	e.	 	New Employer. You begin working for another employer (whether regular or temporary and
whether full-time or part-time) in any capacity, including as a consultant or independent
contractor, before your “Date of Termination” (as defined in Article 14). You are required to
immediately notify the Company in writing if you begin another job prior to your Date of
Termination.





Article 4. What Amounts Other than Severance Payments May be Payable to You



Regardless of whether you are eligible for Severance Payments under the Plan, you may be entitled
to receive benefits (other than severance payments) for which you are expressly eligible following
your Date of Termination to the extent you are entitled under the terms and conditions of any other
plans, policies, programs and/or arrangements of the Company, including without limitation,
continuation health benefits under the federal law known as COBRA, amounts payable or benefits
provided under the Dover Corporation 2005 Equity and Cash Incentive Plan and any successor plan
(the “2005 Plan”), the Dover Corporation Pension Replacement Plan, the Dover Corporation Deferred
Compensation Plan, the Dover Corporation Pension Plan, and the Dover Corporation Retirement Savings
Plan.




Article 5. What Severance Payments Are Payable under the Plan



If you are eligible to receive Severance Payments under Article 2 above, and you have not become
ineligible for the receipt of such Severance Payments due to a disqualifying event as described in
Article 3 above or other provisions of the Plan, you shall be entitled to the following severance
payments (the “Severance Payments”):





	 	•	 	A lump sum payment payable sixty (60) days following your Date of Termination equal
to 2.99 (2.0 for a Date of Termination that occurs after December 31, 2015) multiplied
by the sum of (i) your annual base salary on your Date of Termination (or, if higher,
on the date of the Change-in-Control), and (ii) your target annual incentive bonus for
the year in which the Date of Termination occurs (or, if higher, on the date of the
Change-in-Control).
	 
	 	•	 	A lump sum payment payable sixty (60) days following your Date of Termination equal
to the then cost of COBRA health continuation coverage for yourself and covered family
members for twelve months based on the level of health coverage, if any, in effect on
your Date of Termination.
	 
	 	•	 	If you die before receipt of all Severance Payments to which you are entitled, any
payments due to you will be paid to your estate at the time they would have been
payable to you.
	 
	 	•	 	The Company’s obligations to make Severance Payments to you are conditioned upon
your timely execution (without revocation) of a separation agreement and a general
release of all claims related to your employment and the termination of






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	 	 	 	your employment in a form satisfactory to Dover (the “Separation Agreement and
Release”). The Separation Agreement and Release shall include a confidentiality
covenant, a non-disparagement covenant, a covenant for the protection of
intellectual property, and a non-competition and non-solicitation restriction for
twelve (12) months from the Date of Termination, as more fully set forth in such
Separation Agreement and Release. If you should fail to execute such Separation
Agreement and Release within forty-five (45) days following the Date of Termination
or should you later revoke or violate the Separation Agreement and Release, the
Company shall not have any obligation to make the payments contemplated under this
Plan and you shall refund any Severance Payments made to you.





Article 6. Claw-Back Provisions



In addition to the right of the Company under Article 3(c) and Article 5 to recover amounts paid to
you, in the event that you shall (i) breach the non-competition, non-disparagement,
non-solicitation, confidentiality, intellectual property or other covenants or provisions of the
Separation Agreement and Release, or (ii) be required by any claw-back policies of the Company, as
in effect from time to time, or by applicable law, to refund payments received from the Company as
the result of a restatement of the Company’s financial statements or other events or conduct as may
be specified in such policies from time to time or as may be required by applicable law, you shall
be obligated promptly to refund the Severance Payments made to you. The Company may take
appropriate legal action to seek to recover any Severance Payments from you or your estate.




Article 7. Income Taxes 



Severance Payments are subject to all applicable federal, state, local and non-U.S. tax
withholdings.




Article 8. Section 409A of the Code 



Notwithstanding any other provision of the Plan, if any payment, compensation or other benefit
provided to you in connection with your employment termination is determined, in whole or in part,
to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the
Internal Revenue Code (“Code”) and you are a “specified employee” as defined in Code Section
409A(a)(2)(b)(i), no part of such payments shall be paid before the day that is six (6) months plus
one (1) day after your Date of Termination (such date, the “New Payment Date”). The aggregate of
any payments that otherwise would have been paid to you during the period between your Date of
Termination and the New Payment Date shall be paid to you in a lump sum on such New Payment Date.
Thereafter, any payments that remain outstanding as of the day immediately following the New
Payment Date shall be paid without delay over the time period originally scheduled in accordance
with the terms of the Plan. If you die during the period between the Date of Termination and the
New Payment Date, the amounts withheld on account of Code Section 409A shall be paid to your estate
within ninety (90) days of your death.






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For the avoidance of doubt, up to two (2) times the lesser of: (i) your Base Salary for the year
preceding the year in which your Date of Termination occurs; and (ii) the maximum amount of
compensation that may be taken into account under a qualified plan pursuant to Code Section
401(a)(17) for the year in which your Date of Termination occurs, shall be paid in accordance with
the schedule set forth in Article 5, without regard to such six (6) month delay.



The provisions of the Plan are intended to be exempt from, or to comply with, the requirements of
Code Section 409A, including without limitation, with the separation pay exemption and short-term
deferral exemption of Code Section 409A. The Plan shall in all respects be administered in
accordance with Code Section 409A and shall be interpreted in a manner to conform to the
requirements of Code Section 409A. Notwithstanding anything in the Plan to the contrary,
distributions may only be made under the Plan upon an event and in a manner permitted by Code
Section 409A or an applicable exemption.



All payments to be made upon a termination of employment under the Plan may only be made upon a
“separation from service” under Code Section 409A.



For purposes of Code Section 409A, the right to a series of installment payments under the Plan
shall be treated as a right to a series of separate payments. In no event may you, directly or
indirectly, designate the calendar year of a payment.




Article 9. Excess Parachute Payments



In the event that the Company determines that any payment or distribution to you by the Company in
connection with a Change-in-Control, whether paid or payable under this Plan or by reason of any
other agreement, policy, plan, program or arrangement, including without limitation, any
outstanding award or right under the 2005 Plan, the Dover Corporation Pension Replacement Plan, or
the Dover Corporation Deferred Compensation Plan (a “Payment”) would be subject to the excise tax
imposed by Code Section 4999 (or any successor provision thereto) or to any similar tax imposed by
state or local law, or any interest or penalties with respect to such tax (such tax or taxes,
together with any such interest and penalties, being hereafter collectively referred to as the
“Excise Tax”), and you would receive a greater net after-tax amount (taking into account all
applicable taxes payable by you, including any excise tax under Code Section 4999) by applying the
reduction contained in this Article 9, then the Severance Payments to you under this Plan shall be
reduced (but not below zero) to the maximum amount which may be paid without you becoming subject
to such an excise tax under Code Section 4999 (such reduced payments to be referred to as the
“Payment Cap”). In the event that you are subject to the Payment Cap, the Company shall reduce
payments to you under this Plan in reverse chronological order such that the last payments to be
made to you will be reduced first until the Payment Cap is reached. The tax and benefit
calculations contemplated by this paragraph shall be performed by Dover’s accountants or tax
counsel, the fees of which shall be paid by Dover, including any fees incurred in connection with
the audit of your tax return or appeal from any assessment.





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Article 10. Administration of Plan 



The “Plan Administrator” (as defined in Article 14) shall have the exclusive right, power, and
authority, in its sole and absolute discretion, to administer, apply, and interpret the Plan and to
decide all matters arising in connection with the operation or administration of the Plan to the
extent not retained by Dover as set forth herein. Without limiting the generality of the
foregoing, the Plan Administrator shall have the sole and absolute discretionary authority to:





	•	 	Make determinations as to whether an employee is, or is not, an Eligible Executive;
	 
	•	 	Take all actions and make all decisions with respect to the eligibility for, and the amount
of, Severance Payments payable under the Plan;
	 
	•	 	Formulate, interpret and apply rules, regulations, and policies necessary to administer the
Plan in accordance with its terms;
	 
	•	 	Decide questions, including legal or factual questions, with regard to any matter related
to the Plan;
	 
	•	 	Construe and interpret the terms and provisions of the Plan and all documents which relate
to the Plan and decide any and all matters arising thereunder including the right to remedy
possible ambiguities, inconsistencies or omissions;
	 
	•	 	Investigate and make such factual or other determinations as shall be necessary or
advisable for the resolution of appeals of adverse determinations under the Plan; and
	 
	•	 	Process, and approve or deny, claims for Severance Payments under the Plan and any appeals.




All determinations made by the Plan Administrator as to any question involving its respective
responsibilities, powers and duties under the Plan shall be final and binding on all parties, to
the maximum extent permitted by law. All determinations by Dover referred to in the Plan shall be
made by Dover in its capacity as an employer and settlor of the Plan.




Article 11. Modification or Termination of Plan 



Dover reserves the right, in its sole and absolute discretion, to amend, modify, or terminate the
Plan, in whole or in part, including any or all of the provisions of the Plan, for any reason, at
any time, by action of the Compensation Committee of Dover’s Board of Directors (“Compensation
Committee”). This Plan does not give an Eligible Executive any vested right to Severance Payments.
If the Plan is amended or terminated, your rights to receive Severance Payments may be eliminated.
No individual may become entitled to benefits or other rights under the Plan after the Plan is
terminated. In the event that an amendment to the Plan to be effective on or after a
Change-in-Control is in the aggregate materially adverse to you (taking into account any aspects of
such amendments that are beneficial to you), or the Plan is terminated on or after a
Change-in-Control, no such amendment or termination shall be effective before the second
anniversary of the Change-in-Control. In the event that a Change-in-Control occurs within twelve
months after





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the effective date of an amendment to the Plan that is in the aggregate materially adverse to you
(taking into account any aspects of such amendments that are beneficial to you), or the Plan is
terminated twelve months prior to a Change-in-Control, such amendment or termination shall not be
effective.




Article 12. Claims and Appeal Procedures 



The Plan Administrator shall make a determination in connection with the termination of employment
of an Eligible Executive as to whether a Severance Payment under the Plan is payable to such
Eligible Executive and the amount thereof, taking into consideration any determination made by
Dover as to the circumstances regarding the termination, the potential applicability of a
disqualifying event, or the Plan Administrator’s decision as to whether an employee is an Eligible
Employee under the Plan. The Plan Administrator shall advise any Eligible Executive it determines
is entitled to Severance Payments under the Plan as to the amount of Severance Payments payable
under the Plan. The Plan Administrator may delegate any or all of its responsibilities under this
section.




a. Claim Procedures



Each Eligible Executive or his or her authorized representative (each, the “Claimant”) claiming
Severance Payments under the Plan who has not been advised by the Plan Administrator as to his or
her eligibility for Severance Payments, disagrees with a determination that he or she is not
eligible for Severance Payments, disagrees with the amount of any Severance Payments awarded under
the Plan, or disagrees with a decision to require him or her to repay an amount under the Plan, is
eligible to file a written claim with the Plan Administrator.



Within ninety (90) days after receiving the claim, the Plan Administrator will decide whether or
not to approve the claim. The ninety (90)-day period may be extended by the Plan Administrator up
to an additional ninety (90)-day period if special circumstances require an extension of time to
consider the claim. If the Plan Administrator extends the ninety (90)-day period, the Claimant
will be notified in writing before the expiration of the initial ninety (90)-day period as to the
length of the extension and the special circumstances that necessitate the extension.



If the claim is denied, the Plan Administrator shall set forth in writing (which notice may be
electronic) the reasons for the denial; the relevant provisions of the Plan on which the decision
is made; a description of the Plan’s claim appeal procedures; and, if additional material or
information is necessary to perfect the claim, an explanation of why such material or information
is necessary. The notice will also include a statement regarding the procedures for the Claimant
to file a request for review of the claim denial as set forth in the “Appeal Procedures”
sub-section below and the Claimant’s right to bring a civil action under Section 502(a) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following a claim denial on
appeal.




b. Appeal Procedures



If a claim has been denied by the Plan Administrator and the Claimant wishes further consideration
and review of his or her claim, he or she must file an appeal of the denial of the claim to the
Plan Administrator no later than sixty (60) days after the receipt of the written





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notification of the Plan Administrator’s denial. In connection with his or her appeal, the
Claimant may request the opportunity to review relevant documents prior to submission of a written
statement, submit documents, records and comments in writing, and 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 Severance Payments under the Plan. The review of the appeal by the Plan
Administrator will take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial review of the claim.



The Plan Administrator will notify the Claimant in writing (which notice may be electronic) of the
Plan Administrator’s decision with respect to its review of the appeal within sixty (60) days of
the receipt of the request for a review of the claim. Due to special circumstances, the Plan
Administrator may extend the time to reach a decision with respect to the appeal of the claim
denial, in which case the Plan Administrator will notify the Claimant in writing before the
expiration of the initial 60-day period as to the length of the extension and the special
circumstances that necessitate such extension and render a decision as soon as possible, but not
later than one hundred twenty (120) days following the receipt of the Claimant’s request for
appeal.



If the appeal is denied, the Plan Administrator will set forth in writing (which notice may be
electronic) the specific reasons for the denial and references to the relevant Plan provisions on
which the determination of the denial is based. The notice will also include a statement that the
Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the claim, and a statement of the
Claimant’s right to bring an action under Section 502(a) of ERISA.




c. Exhaustion of Remedies under the Plan



A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan,
whether in whole or in part, must file any suit or legal action, including, without limitation, a
civil action under Section 502(a) of ERISA, within one (1) year of the date the final decision on
the adverse benefit determination on review is issued or should have been issued or lose any rights
to bring such an action. If any such judicial proceeding is undertaken, the evidence presented
shall be strictly limited to the evidence timely presented to the Plan Administrator. A Claimant
may bring an action under ERISA only after he or she has exhausted the Plan’s claims and appeal
procedures.




Article 13. Miscellaneous Provisions





	•	 	The records of the Company with respect to employment
history, compensation, absences, illnesses, and all
other relevant matters shall be conclusive for all
purposes of this Plan.
	 
	•	 	The respective terms and provisions of the Plan shall
be construed, whenever possible, to be in conformity
with the requirements of ERISA, or any subsequent laws
or amendments thereto. To the extent not to conflict
with the preceding sentence, the construction and
administration of the Plan shall be in accordance with
the laws of the






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	 	 	state of Illinois applicable to contracts made and to be performed within the state of
Illinois (without reference to its conflicts of law provisions).
	 
	•	 	Nothing contained in this Plan shall be held or construed to create any liability upon the
Company to retain any employee in its service or to change the employee-at-will status of any
employee. All employees shall remain subject to the same terms and conditions of employment
and discharge or discipline to the same extent as if the Plan had not been put into effect.
An employee’s failure to qualify for, or receive, a Severance Payment under the Plan shall not
establish any right to (i) continuation or reinstatement, or (ii) any benefits in lieu of
Severance Payments.
	 
	•	 	The Company has the right to cancel a proposed termination of employment or reschedule a
termination date at any time before your employment terminates. You will not become eligible
for Severance Payments if your termination date is cancelled or if you voluntarily terminate
employment before the termination date specified or rescheduled by the Company.
	 
	•	 	Severance Payments under this Plan are not intended to duplicate such payments and benefits
as may be provided under state, local or federal plant shut down, mass layoff or similar laws,
such as the WARN Act. Should payments or benefits under such laws become payable to you,
payments under this Plan will be offset or, alternatively, Severance Payments previously paid
under this Plan will be treated as having been paid to satisfy such other benefit obligations
to the extent permitted by applicable law. In either case, the Plan Administrator, in its
sole discretion, will determine how to apply this provision and may override other provisions
in this Plan in doing so.
	 
	•	 	At all times, payments under the Plan shall be made from the general assets of the Company.
	 
	•	 	Should any provisions of the Plan be deemed or held to be unlawful or invalid for any
reason, the balance of the Plan shall remain in effect, unless it is amended or terminated as
provided in the Plan.
	 
	•	 	Except as required by law, the Severance Payments will not be subject to alienation,
transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause
such payments to be so subjected will not be recognized.
	 
	•	 	If any overpayment is made under the Plan for any reason, the Plan Administrator will have
the right to recover the overpayment.
	 
	•	 	The Company shall cause this Plan to be assumed by a successor of the Company, whether such
succession occurs by merger, asset sale or otherwise.
	 
	•	 	Any notice or other written communication required or permitted pursuant to the terms of
the Plan shall have been duly given (i) immediately when delivered by hand, (ii) three days
after being mailed by United States Mail, first class, postage prepaid (or such local
equivalent thereof), addressed to the intended recipient at his, her or its last known







9












 






address, (iii) on the next
business day after deposit with a
courier or overnight delivery
service post paid for next-day
delivery and addressed in accordance
with the last known address, or (iv)
immediately upon delivery by
facsimile or email to the telephone
number or email address provided by
a party for the receipt of notice.


Article 14. Definitions





Beneficial 

Owner



Cause






Shall have the meaning set forth in Rule 13d-3 under the
“Securities Exchange Act of 1934” (“Exchange Act”), except
that a “Person” (as defined in this Article 14) shall not be
deemed to be the “Beneficial Owner” of any securities which
are properly reported on a Form 13-F.





	•	 	You have engaged in conduct that constitutes willful
misconduct, dishonesty, or gross negligence in the performance
of your duties; you breach your fiduciary duties to your
employer; or your willful failure to carry out the lawful
directions of the person(s) to whom you report;
	 
	•	 	You have engaged in conduct which is demonstrably and
materially injurious to your employer, or that materially
harms the reputation, good will, or business of your employer;
	 
	•	 	You have engaged in conduct which is reported in the
general or trade press or otherwise achieves general notoriety
and which is scandalous, immoral or illegal;
	 
	•	 	You have been convicted of, or entered a plea of
guilty or nolo contendere (or similar plea) to, a crime that
constitutes a felony, or a crime that constitutes a
misdemeanor involving moral turpitude, dishonesty or fraud;
	 
	•	 	You have been found liable in any Securities and
Exchange Commission or other civil or criminal securities law
action or any cease and desist order applicable to you is
entered (regardless of whether or not you admit or deny
liability);
	 
	•	 	You have used or disclosed, without authorization,
confidential or proprietary information of Dover or its
Subsidiaries; you have breached any written agreement with the
Company not to disclose any information pertaining to Dover or
its Subsidiaries or their customers, suppliers and businesses;
or you have breached any agreement relating to
non-solicitation, non-competition, or the ownership or
protection of the intellectual property of Dover or its
Subsidiaries; or

	 
	•	 	You have breached any of the Company’s policies
applicable to you, whether currently in effect or adopted
after the Effective Date of the Plan.










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Change-in-

Control






A Change-in-Control shall be deemed to have taken place upon
the occurrence of any of the following events:




     (i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Dover (not including in the
securities beneficially owned by such Person, any securities
acquired directly from Dover or its affiliates) representing
20% or more of either the then outstanding shares of common
stock of Dover or the combined voting power of Dover’s then
outstanding securities, excluding any Person who becomes such
a Beneficial Owner in connection with a transaction described
in clause (A) of sub-paragraph (iii) below. For purposes of
this definition, the term “affiliate” shall mean any entity
that directly or indirectly controls, is controlled by, or is
under common control with Dover; or



     (ii) the following individuals cease for any reason to
constitute a majority of the members of Dover’s Board of
Directors then serving: individuals who, on the Effective Date
of the Plan, constitute the Board and any new director (other
than a director whose initial assumption of office is in
connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating
to the election of directors of Dover) whose appointment or
election by the Board or nomination for election by Dover’s
stockholders was approved or recommended by a vote of at least
two-thirds of the directors then still in office who either
were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved
or recommended; or



     (iii) there is consummated a merger or consolidation of Dover
or any direct or indirect subsidiary of Dover with any other
corporation, other than (A) a merger or consolidation which
would result in the voting securities of Dover outstanding
immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or
any parent thereof) at least 50% of the combined voting power
of the voting securities of Dover or such surviving entity or
any parent thereof outstanding immediately after such merger
or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of Dover (or similar transaction)
in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of Dover (not including
in the securities Beneficially Owned by such Person any
securities acquired directly from Dover or its affiliates)
representing 20% or more of either the then outstanding shares
of common stock of Dover or the combined voting power of
Dover’s then outstanding securities; or








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Date of Termination



Disability



Good Reason



Plan







     (iv) the stockholders of Dover approve a plan of complete
liquidation or dissolution of Dover or an agreement is entered
into for the sale or disposition by Dover of all or
substantially all of Dover’s assets, other than a sale or
disposition by Dover of all or substantially all of Dover’s
assets to an entity, at least 50% of the combined voting power
of the voting securities of which are owned by stockholders of
Dover in substantially the same proportions as their ownership
of Dover immediately prior to such transaction or series of
transactions.


The date on which you incur a termination of employment or
such other date on which you incur a “separation from service”
determined under the provisions set forth in Section
1.409A-1(h) of the Treasury Regulations or any successor
provisions. Pursuant to such provisions, you will be treated
as no longer performing services for the Company when the
level of services you perform for the Company decreases to a
level equal to 20% or less of the average level of services
performed by you during the immediately preceding thirty-six
(36) months.



Disability shall be defined as set forth under the
Company-sponsored Long-Term Disability Benefits Plan that
covers you, as such plan shall be in effect from time to time.
Any dispute concerning whether you are deemed to have
suffered a Disability for purposes of the Plan shall be
resolved in accordance with the dispute resolution procedures
set forth in the Company-sponsored Long-Term Disability
Benefits Plan in which you participate.



The occurrence of any of the following events without your
written consent:





	•	 	A material reduction in (i) the rate of your
annual base salary (other than a salary reduction not to
exceed 10% that applies to all other Eligible Executives in
the Plan), (ii) the target level of your annual bonus, or
(iii) the grant value to you of your long-term incentive
awards;






	•	 	Any material and adverse change in your
title;






	•	 	Any material and adverse reduction in your
authorities, responsibilities, or reporting relationships; or






	•	 	The relocation of your principal place of
employment to a location more than fifty (50) miles from your
principal place of employment (unless such relocation does not
increase your commute by more than twenty (20) miles), except
for required travel on the Company’s business.




With respect to Severance Payments payable to the President
and Chief









12









 






Administrator



Person



Subsidiary






Executive Officer, the Chief Operating Officer, or
the Vice President- Human Resources, the Compensation
Committee. With respect to all other matters under the plan,
the Vice President- Human Resources of Dover or successor
position.



Shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) Dover or
any of its affiliates, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of Dover or
any of its affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities
or (iv) a corporation owned, directly or indirectly, by the
stockholders of Dover in substantially the same proportions as
their ownership of stock of Dover.



An entity in which Dover owns, directly or indirectly, at
least 50% of the equity or voting interests








Article 15. Effective Date of Plan




The Plan is effective as of November 3, 2010.



13









 





SUMMARY OF ERISA RIGHTS




Your Rights Under ERISA



The Department of Labor has issued regulations that require the Company to provide you with a
statement of your rights under ERISA with respect to this Plan. The following statement was
designated by the Department of Labor to satisfy this requirement and is presented accordingly.



As a participant in the Plan, you are entitled to certain rights and protections under ERISA.
ERISA provides that all Plan participants are entitled to:




Receive Information About Your Plan and Benefits





	1.	 	Examine, without charge, all Plan documents and copies of all documents filed by Dover with
the Department of Labor and available at the Public Disclosure Room of the Employee Benefits
Security Administration. This includes annual reports and Plan descriptions. All such
documents are available for review from the Dover Human Resources Department.
	 
	2.	 	Obtain, upon written request to the Plan Administrator, copies of documents governing the
operation of the Plan, including copies of the latest annual report (Form 5500 Series) and any
updated summary plan description. The Plan Administrator may charge you a reasonable fee for
the copies.
	 
	3.	 	Receive a summary of the Plan’s annual financial report. Once each year, the Plan
Administrator will send you a Summary Annual Report of the Plan’s financial activities at no
charge.





Prudent Action by Fiduciaries



In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are
responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of
the Plan, have a duty to do so prudently and in the interest of you and other Plan participants.



No one, including your employer or any other person, may fire you or otherwise discriminate against
you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights
under ERISA.




Enforcing Your Rights



If your claim for Severance Payments is denied or ignored in whole or in part, you have a right to
receive a written explanation of the reason for the denial, to obtain copies of documents related
to the decision without charge, and to appeal any denial, all within certain time schedules. You
have the right to have your claim reviewed and reconsidered as explained in the “Claims and Appeal
Procedures” section.







 









 







Under ERISA, there are steps you can take to enforce the above rights. For instance, if you
request materials from the Plan and do not receive them within thirty (30) days, you may file suit
in a federal court. In such a case, the court may require the Plan Administrator to provide the
materials and pay you up to $110 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for
Severance Payments which is denied or ignored, in whole or in part, you may file suit in a state or
federal court after you have exhausted the Plan’s claims and appeal procedures as described in the
section “Claims and Appeal Procedures” hereof. If it should happen that Plan fiduciaries misuse
the Plan’s money, or if you are discriminated against for asserting your rights, you may seek
assistance from the Department of Labor, or you may file suit in a federal court.



The court will decide who should pay court costs and legal fees. If you are successful, the court
may order the person you sued to pay these costs and fees. If you lose, the court may order you to
pay these costs and fees, for example, if it finds your claim is frivolous.




Assistance with Your Questions



If you have any questions about the Plan, you should contact the Plan Administrator through the
Dover Human Resources Department. They will be glad to help you. If you have any questions about
this statement or about your rights under ERISA, or if you need assistance in obtaining documents
from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits
Security Administration, Department of Labor, listed in your telephone directory, or you may
contact:




The Division of Technical Assistance and Inquiries

Employee Benefits Security Administration,

Department of Labor

200 Constitution Avenue, N.W., Room 5N625

Washington, DC 20210

1-866-444-EBSA (1-866-444-3272)

www.dol.gov/ebsa (for general information)

www.askebsa.dol.gov (for electronic inquiries)



You may also obtain certain publications about your rights and responsibilities under ERISA by
calling the publications hotline of the Employee Benefits Security Administration at
1-866-444-3272.




Administrative Facts





Plan Name



Plan Sponsor







Dover Corporation Senior Executive
Change-in-Control Severance Plan



Dover Corporation

Highland Landmark V

3005 Highland Parkway, Suite 200

Downers Grove, Illinois 60515 USA

1-630-541-1540









 









 






Type of Plan



Source of Contributions to Plan



Plan Year



Employer Identification Number



Plan Number



Plan Administrator



Agent for Receiving Service of
Legal Process






The Plan is a welfare benefit plan that
provides severance benefits



Employer payments from general corporate assets



The Plan Year is January 1 through December 31



53-0257888



[__]



Dover Corporation

Highland Landmark V

3005 Highland Parkway, Suite 200

Downers Grove, Illinois 60515 USA

1-630-541-1540



General Counsel

Dover Corporation

Highland Landmark V

3005 Highland Parkway, Suite 200

Downers Grove, Illinois 60515 USA

1-630-541-1540

Legal Process can also be served on the Plan

Administrator








Contact Information



If you have questions about this Plan, please contact Dover Human Resources at the phone numbers
below and they will provide you with this information.



Dover Human Resources



Phone: (630) 743-5067

Fax:     (630) 743-2670

E-Mail: dbw@dovercorp.com