| Item 5.02 | Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers |
On August 5, 2021, the Compensation Committee of the Board of Directors of Dover Corporation (the “Company”) amended and restated the Dover Corporation Executive Severance Plan (the “Severance Plan”) and the Dover Corporation Senior Executive Change- in-Control Severance Plan (the “CIC Severance Plan”).
Set forth below is a summary of benefits provided under each plan and other key terms. No participant may receive severance benefits under more than one plan or arrangement. The benefits that may be provided under each plan are subject to the participant’s execution and non-revocation of a release of claims in favor of the Company.
Severance Plan
Under the Severance Plan, as amended and restated, eligible participants whose employment is terminated by the Company without cause will be entitled to the payments discussed below. Eligible participants will consist of (i) each executive who is US-based or a US expatriate executive of the Company and is subject to the Company’s Senior Executive Shareholding Guidelines, as in effect from time to time, which include the Company’s executive officers, and each President of one of the Company’s operating companies (“Tier 1 Participants”) and (ii) any executive of the Company who is employed in the United States, is not a Tier 1 Participant and whose annual base salary as in effect from time to time is determined under specified Company career levels and others selected on a discretionary basis as determined by the administrator of the Severance Plan (“Tier 2 Participants”).
Participants whose employment is terminated by the Company without cause will receive, subject to execution of a general release of claims, (i)(a) for Tier 1 Participants, an amount equal to the sum of their annual base salary plus target annual cash bonus as in effect immediately prior to the date of termination and (b) for Tier 2 Participants, an amount equal to their annual base salary, in each case paid over 12 months in accordance with normal payroll practices, (ii) a pro-rata portion of the annual cash bonus for the year of termination, earned based on actual performance and paid at the time such bonuses are paid to other employees, (iii) a pro-rata portion of the participant’s Cash Performance Award, if any, with a scheduled payment date next following the date of termination, earned based on actual performance and paid at the time such awards are paid to other employees, (iv) a pro rata portion of the participant’s Performance Share Award (if any) with a scheduled payment date next following the date of termination, earned based on actual performance and settled in the Company’s common stock at the time such awards are settled to other employees, (v) a cash amount equal to twelve months of health care continuation premiums for the participant and covered family members and (vi) outplacement services for twelve months.
For purposes of the Severance Plan, the definition of “cause” has the meaning set forth in the Dover Corporation 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”).
In the event a participant is treated as eligible for early retirement under the 2021 Incentive Plan, or the Company’s 2012 Equity and Cash Incentive Plan (the “2012 Incentive Plan”) on the date of termination, the Severance Plan waives any early retirement notice requirement under the 2021 Incentive Plan or the 2012 Incentive Plan, as applicable.
CIC Severance Plan
Under the CIC Severance Plan, as amended and restated, eligible participants will consist of each executive who is subject to the Company’s Senior Executive Shareholding Guidelines, as in effect from time to time, which includes each of the company’s executive officers. Benefits under the CIC Severance Plan will be provided upon a termination of employment by the Company without cause or a resignation by the participant for good reason in each case occurring within twenty-four months following a change-in-control of the Company (a “qualifying termination”).
Participants that incur a qualifying termination under the plan will receive, subject to execution of a general release of claims, (i) a cash amount equal to two times the sum of the participant’s annual base salary and the target annual cash bonus for the year in which the date of termination occurs (or, if higher, on the date of the change-of-control), (ii) a pro-rata portion of the target annual cash bonus for the year of termination, (iii) a cash amount equal to twenty-four months of health care continuation premiums for the participant and covered family members and (iv) outplacement services for twelve months. In addition, each participant will be eligible to receive reimbursement for legal fees incurred in the case of any dispute under the plan in which the participant prevails on at least one issue.
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