EXECUTIVE COMPENSATION TABLES
| early retirement, the value calculated in the same manner for the unvested SSARs that would vest within 36 months under the Rule of 70, or 24 months under the Rule of 65, following the executive’s retirement. |
(7) | Mr. Spurgeon is eligible for early retirement under the Rule of 65, the amount reflects the value of unvested RSUs as of December 31, 2018 that will vest within the following 24 months. Mr. Tobin is eligible per his employment agreement to fully vest all sign on RSUs, and the amount shown represents the four remaining tranches that vest after 2018.
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(8) | Reflects benefits accrued under the PRP and pension plan as of December 31, 2018.
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(9) | These amounts reflect compensation deferred by the executive and earnings accrued thereon under the deferred compensation plan as of December 31, 2018; no increase in such benefits would result from the termination event.
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(10) | Under the severance plan, an executive is entitled to a monthly amount equal to the then cost of COBRA health continuation coverage based on the level of health care coverage in effect on the termination date, if any, for the lesser of 12 months or the period that the executive receives COBRA benefits. Mr. Tobin would receive 18 months per his employment agreement.
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Potential Payments in Connection with aChange-in-Control (Without Termination)
As discussed below, the payment of severance benefits following achange-in-control is subject to a double-trigger —that is, such benefits are payable only upon certain specified termination events following achange-in-control. However, rights of an executive under the 2005 Plan, the LTIP, the deferred compensation plan, the pension plan, the PRP and other incentive and benefit plans are governed by the terms of those plans and typically are effected by thechange-in-control event itself, even if the executive continues to be employed by us or a successor company following thechange-in-control.
All equity awards outstanding as of December 31, 2018 were granted under the 2005 Plan or the LTIP. Under the 2005 Plan, upon achange-in-control, all outstanding options and SSARs will immediately become exercisable in accordance with the terms of the appropriate stock option or SSAR agreement. All outstanding performance share awards will immediately vest and become immediately due and payable. The performance periods of all outstanding performance share awards terminatepayable on the last daydate of the month priorchange in control on a pro-rata basis for a shortened performance period.
Each person granted an award under the 2012 or 2021 LTIP is deemed to agree that, upon a tender or exchange offer, proxy solicitation or other action seeking to effect a change in control of Dover, he or she will not voluntarily terminate employment with us or any of our companies and, unless terminated by us, will continue to render services to us until the person seeking to effect a change in control of our Company has abandoned, terminated or succeeded in such person’s efforts to effect the change in control.
Under the PRP, upon a change in control, each participant will become entitled to receive the actuarial value of the participant’s benefit accrued through the date of the change in control. No additional incremental amounts are payable under the PRP upon a change in control.
Termination following a change in control. Upon the double-trigger events of a termination of employment following a change in control, an NEO may be eligible for certain cash severance payments and accelerated vesting of equity awards as described below.
An NEO will be entitled to receive severance payments if, within 24 months after the change in control, either his or her employment is terminated by Dover without “cause” or the executive terminates employment for “good reason,” under and as such terms are defined in the CIC Severance Plan. The severance payments will consist of the following:
A lump sum payment equal to 2.0 multiplied by the sum of (i) the executive’s annual salary on the termination date or the change in control date, whichever is higher, and (ii) his or her target annual incentive bonus for the year in which the termination or the date of the change in control occurs, whichever is higher;
A lump sum payment equal to the monthpro rata portion (based on the completed days worked in the year in which thechange-in-control occurs. The participant is entitled date of termination occurs divided by the number of days in such year) of the NEO’s target annual incentive bonus;
12 months of outplacement services up to a maximum of $25,000, as adjusted upwards for inflation; and
A lump sum payment equal to the then cost of COBRA health continuation coverage, based on the level of health care coverage in effect on the termination date, if any, for 24 months.
No executive may receive severance benefits under more than one plan or arrangement. If Dover determines that (i) any payment or distribution to an executive in connection with change in control, whether under the CIC Severance Plan or otherwise, would be subject to excise tax as an excess parachute payment under the Internal Revenue Code and (ii) the executive would receive a greater net-after-tax amount by reducing the amount of which is determined in accordance with the plan andseverance payment, Dover will reduce the relevant performance share award agreement, which is then prorated based onseverance payments made under the portion of the performance period that the participant completed priorCIC Severance Plan to the maximum amount that might be paid (but not less than zero) without the executive becoming subject to the excise tax. The CIC Severance Plan does not provide any change-in-control.gross-up for excise taxes.
Under the LTIP, uponIn addition, if, within 24 months following a change in control of Dover (as defined in the 2012 or 2021 LTIP) and if, within 18 months following the date of the change in control, the participantexecutive is either involuntarily terminated other than for cause, death or disability such that the participant is no longer employed by a Dover company or an event or condition that constitutes “good reason” under the LTIP occurs, and the participantexecutive subsequently resigns for good reason within applicable time limits and other applicable requirements under the 2012 or 2021 LTIP:
All optionsunvested SSARs and SSARsRSUs immediately vest upon the date of termination and become exercisable in accordance with the terms of the applicable award agreement; and
All performance share awards will be deemed to have been earned “at target” as if the performance target had been achieved and such awards will immediately vest and become immediately due and payable on the date of termination; and
All outstanding restrictions, including any performance targets, on restricted stock or restricted stock unit awards will immediately vest or expire on the date of termination and be deemed to have been satisfied or earned “at target” as if the performance targets, if any, have been achieved, and the award will become immediately due and payable on the date of termination.
DOVER CORPORATION – 20192022 Proxy Statement 72
