exv10w10






Exhibit 10.10




     



Performance Share Award




	 	 	 	 	 

	DATE:

	 	«Date»	 	 
	TO:

	 	«First_Name» «Last_Name»	 	 
	 

	 	«Company_Name»	 	 
	 
	 	 	 	 
	Here are the details for your performance share award:	 	 
	 
	 	 	 	 
	 

	 	Your target performance share award at the 100% level —
	 	«Target_perf_share_awd» shares of Dover Common Stock
	 

	 	The base year          
               
                           
               
       
	 	«Base_year»
	 

	 	The performance period is the three-year period commencing —
	 	«Perf_period»






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




Your performance share award is subject to all the terms and provisions of the Plan, which terms
and provisions are expressly incorporated into and made a part of the award as if set forth in full
herein. A copy of the Plan A copy of the Plan can be found on
www.dovercorporation.com/investorinformation.asp in the SEC Filings, Proxy Filing on 3/24/2009
Appendix A.




In addition, your award is subject to the following:





	1.	 	Within two and one-half months following the end of the performance period, Dover will
distribute to you the shares of Dover Common Stock in payment of your performance share award
if Dover has reached certain levels of TSR in comparison to the TSRs of the companies in its
peer group as set forth in the attached Performance Share Payout Table, and the other
conditions of your award are satisfied.
	 
	2.	 	By accepting this award, you hereby consent to the collection, use and transfer of any
personally identifiable information about you relating to your participation in the Plan to
Dover and its affiliates for the purpose of administering this performance share award. Your
personal information may be transferred to the United States, a jurisdiction that may not have
an equivalent level of data protection as the laws in your home country. Dover and its
affiliates will take reasonable steps to ensure the security of your personal information and
to avoid unauthorized or accidental access, erasure or other use. Your personal information
will only be held as long as necessary to administer the Plan or this performance share award.
You may, at any time, request access to your personal information held about you in
connection with this performance share award and make any necessary amendments to your
personal information or withdraw your consent. Withdrawing your consent may affect Dover and
its affiliates’ ability to administer the performance share award.
	 
	3.	 	Your award is not transferable by you other than by will or the laws of descent and
distribution.
	 
	4.	 	Dover and your employer reserve the right to amend, modify, or terminate the Plan at any time
in their discretion without notice.










I hereby acknowledge and agree that I have reviewed the Plan and this agreement and agree to the
terms and conditions set forth herein and therein. By signing and returning one copy of this award
agreement, together with the attached stock power, I hereby consent to the collection, use and
transfer of my personally identifiable information to Dover and its affiliates for the purpose of
administering the performance share award. I further consent to the transfer of my personal
information to the United States, a jurisdiction that may not have an equivalent level of data
protection as the laws in my home country.




This award agreement shall only become effective upon receipt by Dover of your signed copy of
this agreement and the stock power endorsed by you in blank.




	 	 	 	 	 

	 

Employee

	 	 	 	«Signature»

President
	 
	 	 	 	 
	 
	 	 	 	 
	Date
	 	 	 	 






Revised February, 2011








 









 





DATE:

TO:

COMPANY:




Performance Share Payout Table




Peer Group Companies:




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




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




Payout Formula:




	 	 	 	 	 	 	 
	Dover 3-year TSR Performance Relative to TSR. of Peer Group Companies	 	Payout Level	 	Payout Percentage of Target Grant
	≥ 75th Percentile

	 	Maximum
	 	 	200	%
	50th Percentile

	 	Target
	 	 	100	%
	 35th Percentile

	 	Threshold
	 	 	50	%
	≤ 35th Percentile

	 	Below Threshold
	 	 	0	%






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




      




TSR Definition




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




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



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



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



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