DOVER
CORPORATION EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN
(Amended and Restated as of January 1, 2009)
1.
Purpose . The purposes of the Dover Corporation Executive
Officer Annual Incentive Plan (the “Plan”) are to
provide annual incentive compensation to designated executive
officers of Dover Corporation (the “Company”) based on
the achievement of established performance targets, to encourage
such executive officers to remain in the employ of the Company, to
assist the Company in attracting and motivating new executive
officers and to qualify the incentive payments awarded under the
Plan (the “Awards”) as qualified
“performance-based compensation” so that payments under
the Plan shall be deductible in accordance with Section 162(m) of
the Internal Revenue Code of 1986, as amended (the
“Code”).
2.
Eligibility . The Compensation Committee of the Board of
Directors of the Company (the “Committee”) shall each
year determine the Executive Officers of the Company eligible to
participate in the Plan (the “Participants”). For
purposes hereof, “Executive Officers” shall mean the
Chief Executive Officer and the Chief Operating Officer of the
Company, each executive of the Company or an Affiliate who reports
directly to the Chief Executive Officer or the Chief Operating
Officer of the Company, and any other executive of the Company or
an Affiliate as may be selected by the Committee or who is an
“executive officer” of the Company within the meaning
of Rule 3b-7 under the Securities Exchange Act of 1934. As
used herein, “Affiliate” shall mean each corporation
that is a member of the Company’s affiliated group, within
the meaning of Section 1504 of the Code (without regard to
Section 1504(b) of the Code) other than any subsidiary of the
Company that is itself a publicly held corporation as such term is
defined in Section 162(m) of the Code and the Treasury regulations
issued thereunder and any subsidiaries of such publicly held
corporation subsidiary.
3.
Performance Periods . Each performance period for purposes
of the Plan shall have a duration of one calendar year, commencing
January 1 and ending the next December 31 (“Performance
Period”).
4.
Administration . The Committee shall have the full power and
authority to administer and interpret the Plan and to establish
rules for its administration including, without limitation,
correcting any defect, supplying any omission or reconciling any
inconsistency in this Plan in the manner and to the extent it shall
deem necessary to carry this Plan into effect. Unless otherwise
specified by the Committee at the time of grant, all Awards are
intended to qualify as performance-based compensation within the
meaning of Section 162(m) of the Code (“Qualified Performance
Awards”). The Committee retains the discretion to grant
Awards that are not intended to qualify as Qualified Performance
Awards, to determine the terms and conditions of such Awards and
adjust or prorate such Awards. All decisions of the Committee on
any question concerning the selection of Participants and the
interpretation and administration of the Plan shall be final,
conclusive, and binding upon all parties.
5.
Performance Targets . On or before the 90th day of each
Performance Period, the Committee shall establish in writing one or
more performance targets (“Performance Targets”) for
the Performance Period. The Performance Targets shall in all
instances be determined on the basis of the one or more of the
following performance criteria as they apply to the Company as a
whole or to a subsidiary, a division, or business unit:
(a) earnings before
interest,
taxes, depreciation and amortization, (b) cash flow,
(c) earnings per share, (d) operating earnings,
(e) return on equity, (f) return on investment,
(g) total shareholder return or internal total shareholder
return, (h) net earnings, (i) sales or revenue,
(j) expense targets, (k) targets with respect to the value of
common stock, (l) margins, (m) pre-tax or after-tax net
income, (n) market penetration, (o) geographic goals,
(p) business expansion goals, or (q) goals based on
operational efficiency.
6.
Incentive Payout Calculation . As soon as practicable after
the end of each Performance Period, the Committee shall make a
determination in writing with regard to the attainment of the
Company’s Performance Targets specified pursuant to
Section 5 for such Performance Period and shall calculate the
possible payout of incentive awards for each
Participant.
7.
Reduction Of Calculated Payouts . The Committee shall have
the power and authority to reduce or eliminate for any reason the
payout calculated pursuant to Section 6 that would
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