EXECUTIVE COMPENSATION TABLES
participants who elect to participate in this option do not own any Dover common stock, or have any voting or other rights associated with the ownership of our common stock. Participants’ accounts are credited with the net returns of shares of our common stock equal to the number of stock units held by the participant. All distributions from the stock unit fund will be paid in cash. Balances allocated into the stock unit fund must remain in the stock unit fund for the remainder of the participant’s participation in the plan.
Generally, deferred amounts will be distributed from the plan only on account of retirement at age 65 (or age 55 with 10 years of service), disability or other termination of service, or at a scheduledin-service withdrawal date chosen by the participant.
Potential Payments upon Termination orChange-in-Control
The discussion and tablestable below describe the incremental payments or values to which each of the NEOs would be entitled in the event of termination of such executive’s employment or achange-in-control.
In November 2010, Dover adopted The only compensation plans under which an executive may be entitled to incremental payments are the severance plan, (the “severance plan”) and senior executivethe CIC severance plan. See “Compensation Discussion and Analysis — Other Compensation Programs and Policies” for a description of the plans. The severance plan creates a consistent and transparent severance policy for determining benefits for all similarly-situated executives and formalizes Dover’s current executive severance practices. All of our executives, including our NEOs, are eligible to participate in the severance plan. The CIC severance plan likewise establishes a consistent policy regarding double-triggerchange-in-control severance payments based on current market practices. The CIC severance plan applies to all executives who are subject to Dover’s senior executive shareholding guidelines on the date of achange-in-control (as defined in the plan), including all NEOs. Each of the severance plan and the CIC severance plan gives Dover the right to recover amounts paid to an executiveLTIP. No incremental values would be payable under the PRP, pension plan as required under any clawback policy of Dover as in effect from time to time or under applicable law.
The 2005 Plan, the LTIP and Dover’s other benefit plans each have their own provisions relating to rights and obligations under thedeferred compensation plan upon termination.
The table below shows the aggregate amount of potential payments and other benefits that each NEO would have been entitled to receive if his employment had terminated in certain circumstances, other than as a result of achange-in-control, on December 31, 2018. The amounts shown assume that termination was effective as of December 31, 2018, include amounts earned through such timeevent orchange-in-control.
Voluntary termination. If an NEO voluntarily terminates his or her employment, he or she will not be entitled to any incremental payments and are estimates ofunvested equity awards will be forfeited, unless the amounts which could have been paid out to the executives upon their termination at that time. The actual amounts to be paid out can only be determined at the time of each executive’s separation from our Company. Annual bonuses are discretionary and are therefore omitted from the tables. No NEO wasexecutive is eligible for normal or early retirement under the LTIP as discussed below.
Involuntary termination without cause. If Dover terminates the employment of December 31, 2018 so we have omittedan NEO without cause (excluding termination due to death or disability), the NEO will be entitled to a cash severance payment under the severance plan consisting of:
Base salary continuation for 12 months following the date of termination;
A pro rata portion (based on the completed calendar months worked in the year of termination) of the NEO’s target annual incentive bonus payable for the year of termination, subject to potential reduction in the discretion of the compensation committee based upon attainment of the applicable performance criteria; and
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, for the lessor of 12 months or the period that column from the table. As of December 31, 2018, Mr. Spurgeon isNEO receives COBRA benefits.
Unvested equity awards will be forfeited.
Retirement. Under the LTIP, an NEO eligible for normal or early retirement will be entitled to continued vesting of SSARs and restricted stock unit awards for awards for 24 months in the case of early retirement under the Rule of 65, 36 months in the case of early retirement under the Rule of 70 (as defined below)and 60 months in the case of normal retirement at or after age 65. In the case of normal retirement, the outstanding performance share awards for the performance period ending the soonest will continue to vest, subject to the satisfaction of the applicable performance targets. In the case of early retirement under the 2005 Plan and LTIP in respect to all awards granted prior to August 6, 2014, and the Rule of 65 or 70, outstanding performance share awards are payable, subject to the satisfaction of the applicable performance targets, only at the compensation committee’s discretion.
Early retirement under the LTIP for awards granted on or after August 6, 2014. Mr. Livingston retired as of April 30, 2018, prior toyear-end and, accordingly, he is not included in the tables below. Mr. Tobin is obligated to repay the $1,000,000 cash payment he received as part of his one-time make-whole grant if he terminates his employment without good reason or if Dover terminates his employment for cause, as such terms are defined in the employment agreement, prior to May 1, 2019, and he is required to repay apro-rata portion of this amount if his employment is terminated without good reason or for cause prior to May 1, 2020. For a discussion of the special termination provisions applicable to Mr. Tobin pursuant to his employment agreement, see “CEO Employment Agreement” on page 58.
Normal retirement is defined as (i) age 65 under the pension plan and PRP (however, as noted in the PRP plan description, Mr. Spurgeon and Ms. Cabrera can receive an unreduced portion of their PRP benefit as of age 62), (ii) age 65 (or 55 with 10 years of service) under the deferred compensation plan, and (iii) age 62 under the LTIP for awards prior to August 6, 2014 and 65 for all grants thereafter. Early retirement is defined in each of the deferred compensation plan, the PRP and the pension plan as described in the applicable plan description above.
DOVER CORPORATION – 2019 Proxy Statement 68
