Exhibit 10.2
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 (provided
that the outcome is substantially uncertain at the time the
Committee establishes the targets), 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 e
