exv10w9






Exhibit 10.9




     



Cash Performance Award




	 	 	 
	DATE: 

TO:

	 	«Date»

«First_Name» «Last_Name»

«Company»






Here are the details for your Cash Performance Award:




	 	 	 	 	 

	 

	 	Your business unit       
               
                
                
        
                  
	 	«Bus_unit»

	 

	 	The base year        
               
                
                
                  
               
	 	«Base_year»

	 

	 	The performance period is the three-year period           
                      
	 	«Perform_period»

	 

	 	Your target cash performance award payment at the 100% level —
	 	«Target_awd_pymnt»






The actual cash performance award amount to be paid to you, if any, will be derived from the Cash
Performance Payout Table attached to this award agreement.




Your cash performance award is subject to all the terms and provisions of the Plan, which terms and
provisions are expressly incorporated into and made a part of the award as if set forth in full
herein. A copy of the Plan 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 pay
you a cash performance payment if your business unit has reached certain levels of internal
total shareholder return (‘iTSR’), as set forth in the attached Cash Performance Payout Table,
and the other conditions of your award are satisfied.
	 
	2.	 	A summary of the definition of internal total shareholder return, or iTSR, for your business
unit is set forth on the attached Definition of iTSR.
	 
	3.	 	The earliest date on which the SSAR may be exercised is the third anniversary of the
Grant Date. Earlier exercise may be permitted in the event of a Change in Control or death or
disability as provided in the Plan. No payment is required to exercise a SSAR.
	 
	4.	 	The aggregate maximum cash payout for each business unit (determined after applying the
individual payment limitation noted in the next sentence, if applicable) in respect of all
cash performance awards for a specific performance period shall not exceed the product of (i)
1.75%, times (ii) the sum of the business unit’s change in entity value plus free cash flow
(as such terms are defined in the attached iTSR definition) for that performance period. In
no event will the cash performance payout to any one individual exceed $5 million for the
performance period.
	 
	5.	 	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 cash performance 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 cash performance award.
You may, at any time, request access to your personal information held about you in connection
with this cash performance 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 cash performance award.
	 
	6.	 	Your award is not transferrable by you other than by will or the laws of descent and
distribution.
	 
	7.	 	Dover and your employer reserve the right to amend, modify, or terminate the Plan at any time
in their discretion without notice.




 









 













DATE:

TO:

COMPANY:




Cash Performance Payout Table




	 	 	 

	iTSR for Performance Period

	 	Payout (% of target)

	<6%
	 	0%
	6%
	 	25%
	9%
	 	100%
	17%
	 	300%
	>50%
	 	750%






The payout formula will be applied on a sliding scale between 0% and 750% based on the Business
Unit’s iTSR for the performance period.




      




Definition of iTSR




iTSR = (change in entity value + free cash flow) / (starting entity value).





	     Change in entity value is nine times the change in EBITDA values, comparing the full base
year to the full final year of the performance period.
	 
	     Free cash flow is the cash flow generated by your business unit, including your business
unit’s operating profit plus depreciation, amortization and proceeds from dispositions, less
taxes and investments made for future growth (capital spending, working capital and
acquisitions) and adjusted for other non-recurring items.
	 
	 	 	Starting entity value is the higher of nine times EBITDA for the full base year or 0.9
times revenue for the full base year.





EBITDA is pre-tax income adjusted for non-operating and non-recurring items plus depreciation
and amortization.









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 cash performance 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

	 	 	 	 

President
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date
	 	 	 	 	 	 






Revised February, 2011









 









 








Cash Performance Award

Rules for Transfers/Promotions




1(a) Unless you come within paragraph 1(b) below, the following rules will apply to you if you are
transferred from one Dover business unit to another Dover business unit. These rules apply to all
cash performance payments you may be entitled to, under this and any other cash performance award
under the Plan you may have.




     (i) If a cash performance payment is due in the first year after your transfer, your cash
performance payment will be based on the
performance of your old business unit.



     (ii) If a cash performance payment is due in the second year after your transfer, your cash
performance payment will be based the performance of either your old business unit of your new business unit, whichever you choose.
However, if you choose to have any second-year cash performance payment based on the performance of
your new business unit, then your third-year cash performance payment, if any, must also be based
on the performance of your new business unit.



     (iii) If a cash performance payment is due in the third year after your transfer, your cash
performance payment will be based on
the performance of either your old business unit or your new business unit, whichever your choose.
However, if you choose to have a second-year cash performance payment based on the performance of
your new business unit, your third-year cash performance payment must also be based on the
performance of your new business unit.



     (iv) Any cash performance payment under an award made at one business unit that becomes
payable after you transfer to another
business unit will still be based on that award’s original dollar amount.



(b) If you are of become the chief executive officer (CEO) or chief operating officer (COO) of
Dover, or if you report directly to Dover’s CEO or COO, or if you otherwise are or are expected to
be a “covered employee” under Section 162(m) of the Internal Revenue Code during any relevant
period, the following rules, instead of those set forth in paragraph 1(a) above, will apply to you
if you are transferred from one Dover business unit to another Dover business unit. These rules
apply to all cash performance payments you may be entitled to, under this and any cash performance
award under the Plan you may have.




     (i) If a cash performance payment is due in the first year after your transfer, your cash
performance payment will be based on the
performance of your old business unit.



     (ii) If a cash performance payment is due in the second year after your transfer, your cash
performance payment will be based on
the performance of either your old business unit or your new business unit, whichever results in
the higher payment to you.



     (iii) If a cash performance payment is due in the third year after your transfer, your cash
performance payment will be based on
the performance of your new business unit.



     (iv) Any cash performance payment under an award made at one business unit that becomes
payable after you transfer to another
business unit will still be based on that award’s original dollar amount.