<PAGE>
EXHIBIT 10.9
(DOVER CORPORATION LOGO)
DATE: ________, 2006
TO: [insert Name]
[insert
Business Unit]
FROM: ____________________
SUBJ: SSAR AND CASH PERFORMANCE AWARD
We are pleased to inform you that the Compensation Committee of
Dover
Corporation ("DOVER") has granted you a stock appreciation right
settled upon
exercise by the issuance of shares of Dover stock ("SSARs") and a
cash
performance program award under the terms of the Dover Corporation
2005 Equity
and Cash Incentive Plan (the "PLAN"). Congratulations!
Grants are made only to key officers and employees who are in a
position to
materially affect the profitability and growth of their
organizations. Grants
are given to those recognized as key to their operations, but the
actual reward
can only be earned in the future, as Dover stock appreciates and
your business
performs well.
SSAR
Here are the details for your SSAR grant:
Number of shares of Dover Common Stock - [_______]
SSAR base price per share - $[_______]
Date of Grant - [_______]
Your SSAR is subject to all of the terms and provisions of the Plan
(other than
those terms and provisions contained in Parts C or D thereof or
that otherwise
relate solely to restricted stock or the cash performance program),
which terms
and provisions are expressly incorporated into and made a part of
your SSAR as
if set forth in full herein. A copy of the Plan is included with
this award
agreement. In addition, your SSAR is subject to the following:
1.
Your SSAR shall expire on the tenth anniversary of the Date of
Grant
(the "EXPIRATION DATE"), subject to earlier termination as provided
in the Plan.
It is your responsibility to keep track of your SSAR grants and to
ensure that
you exercise your SSARs before they expire. Dover does not intend
to remind or
notify you that your SSAR is nearing its expiration date.
2.
Subject to the other provisions of the Plan regarding the
exercisability
of SSARs granted thereunder, including without limitation
Paragraphs 11 through
15 thereof, your SSAR may be exercised, in whole or in part (but
not with
respect to fewer than 500 shares) to receive full shares of Dover
Common Stock,
at any time commencing on the third anniversary of the Date of
Grant (or, if
earlier, the occurrence of a change in control as defined in
Paragraph 35 of
<PAGE>
the Plan), and on or prior to the Expiration Date by giving written
notice to
Dover of the number of SSARs being exercised. No payment is
required to exercise
SSARs.
Upon
exercise of your SSAR, you will be entitled to receive from Dover
that
number of whole shares of Dover stock equal in value, on the date
of exercise of
the SSAR, to the excess of (A) the value of a share of Dover stock
on the date
of exercise of the SSAR multiplied by the number of SSARs being
exercised over
(B) the sum of (i) the base price of the SSAR being exercised
multiplied by the
number of SSARs being exercised, plus (ii) unless the holder elects
to pay such
tax in cash, any amount of tax that must be withheld in connection
with such
exercise. Fractional shares shall be disregarded.
3.
As provided in Paragraph 32 of the Plan, at the time you exercise
your
SSAR, in whole or in part, or at any time thereafter as requested
by Dover, you
hereby authorize withholding from payroll and any other amounts
payable to you,
and otherwise agree to make adequate provision as directed by
Dover, for any
sums required to satisfy the minimum federal, state, local and
foreign tax
withholding obligations of Dover or any of its affiliates, if any,
which arise
in connection with the exercise of your SSAR. Dover may, in its
sole discretion,
and in compliance with any applicable conditions or restrictions of
law,
withhold such taxes from fully vested shares of Dover Common Stock
otherwise
issuable to you upon the exercise of your SSAR.
4.
Your SSAR is not transferable by you other than by will or the laws
of
descent and distribution.
CASH PERFORMANCE PROGRAM AWARD
Here are the details for your cash performance program award.
Your business unit is [_______]
The base year is [_______]
The performance period is the three-year period commencing
[_______]
Your performance grant at the 100% level is [US$]. The actual
cash
distribution will be derived from the Cash Performance Award
Matrix
attached hereto.
Your cash performance program award is subject to all the terms and
provisions
of the Plan (other than those terms and provisions contained in
Part B or C
thereof or that otherwise relate solely to stock options or
restricted stock),
which terms and conditions are expressly incorporated into and made
a part of
the award as if set forth in full herein. A copy of the Plan is
included with
this award agreement. In addition, your award is subject to the
following:
1.
Within 90 days following the end of the performance period, Dover
will
pay you a cash performance payment if your Business Unit has
reach
