EXHIBIT 10.12
DOVER CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2003)
(REVISED THROUGH OCTOBER 13, 2004)
ARTICLE 1. PURPOSE OF THE PLAN
The purpose of this Dover Corporation Supplemental Executive Retirement
Plan is to promote the long-term success of the Company by providing a uniform
minimum level of retirement benefits to salaried officers and other key
executives on whom major responsibility for the present and future success of
the Company rests.
ARTICLE 2. DEFINITIONS
2.01. "Actual Participant" means, subject to Article 3, an Employee who (a) has
received a SERP Designation as an Actual Participant, and (b) has been granted
an Award in each of five (5) years (not necessarily consecutive) under an
Incentive Plan, provided that the Employee is employed by an Employer on the
date the Employee is granted the fifth (5th) or a later Award. Stock options
granted under the 1998 Supplemental Incentive Stock Option Program or any
successor program (sometimes called the Presidents' Pool) shall not be
considered in determining qualification as an Actual Participant.
2.02. "Administrator" means the Dover Corporation Pension Committee.
2.03. "Affiliated Company" means the Company and any other member of the
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which the Company is a member or an unincorporated trade or business
which is under common control with the Company (within the meaning of Section
414(c) of the Code). Except as otherwise determined by the Administrator, a
corporation or unincorporated trade or business shall not be considered as an
Affiliated Company during any period while it is not a member of such controlled
group or under such common control.
2.04. "Applicable Percentage" means
(a) With respect to an Actual Participant whose Termination of Employment
occurred before January 1, 2003 or which occurred on or after January 1, 2003
but the Actual Participant had completed less than 10 Years of Service when his
or her Termination of Employment occurred: (i) in the case of an Actual
Participant whose Termination Date is on or after his or her Normal Retirement
Date, 100%, (ii) in the case of an Actual Participant whose Termination Date
precedes his or her Normal Retirement Date by not more than 10 years, 100% minus
the product of 5/12 of 1% and the number of months between the Actual
Participant's Termination Date and his or her Normal Retirement Date, (iii) in
the case of an Actual Participant whose Termination Date
precedes his or her Normal Retirement Date by more than 10 years but not more
than 20 years, 50% minus the product of 1/4 of 1% and the number of months in
excess of 120 by which the Actual Participant's Termination Date precedes his or
her Normal Retirement Date, and (iv) in the case of an Actual Participant whose
Termination Date precedes his or her Normal Retirement Date by more than 20
years, 20% minus the product of 1/12 of 1% and the number of months in excess of
240 by which the Actual Participant's Termination Date precedes his or her
Normal Retirement Date.
(b) With respect to an Actual Participant whose Termination of Employment
occurs on or after January 1, 2003 and who has completed 10 or more Years of
Service when his or her Termination of Employment occurs: (i) in the case of an
Actual Participant whose Termination Date is on or after his or her Unreduced
Early Retirement Date, 100%, (ii) in the case of an Actual Participant whose
Termination Date precedes his or her Unreduced Early Retirement Date by not more
than 7 years, 100% minus the product of 5/12 of 1% and the number of months
between the Actual Participant's Termination Date and his or her Unreduced Early
Retirement Date, (iii) in the case of an Actual Participant whose Termination
Date precedes his or her Unreduced Early Retirement Date by more than 7 years
but not more than 17 years, 65% minus the product of 1/4 of 1% and the number of
months in excess of 84 by which the Actual Participant's Termination Date
precedes his or her Unreduced Early Retirement Date, and (iv) in the case of an
Actual Participant whose Termination Date precedes his or her Unreduced Early
Retirement Date by more than 17 years, 35% minus the product of 1/12 of 1% and
the number of months in excess of 204 by which the Actual Participant's
Termination Date precedes his or her Unreduced Early Retirement Date.
2.05. "Award" means the grant of either a stock option award or a cash
performance award under an Incentive Plan, provided that (i) the grant of a
stock option under the 1998 Supplemental Incentive Stock Option Program or any
successor plan or program (sometimes called the Presidents' Pool) shall not
constitute an Award, and (ii) all stock option awards and cash performance
awards granted in any calendar year shall constitute only one Award.
2.06. "Beneficiary" means the person or persons designated by an Actual
Participant to receive any payments which may be required to be paid pursuant to
the Plan following his or her death, or, in the absence of any such designated
person, the Actual Participant's estate; provided, however, that a married
Actual Participant's Beneficiary shall be his or her spouse unless the spouse
consents in writing to the designation of a different Beneficiary. For purposes
hereof, Beneficiary may be a natural person or an estate or trust, except as
otherwise provided in Section 4.04(f).
2.07. "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
2.08. "Company" means Dover Corporation and any successor thereto.
2.09. "Compensation" means an Employee's basic salary, bonuses (including
payments deemed by an Employer to be the equivalent of bonuses but excluding
bonuses paid
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in connection with hiring or terminations), and commissions paid or made
available by an Affiliated Company, including the portion of any such
remuneration deferred under a qualified or nonqualified deferred compensation
plan or arrangement or contributed to a cafeteria plan, and, effective January
1, 2001, any amount of the Employee's authorized basic salary, bonuses or
commissions which the Employee voluntarily elects to forego (regardless of
whether the Employee receives non-cash remuneration in lieu of such foregone
amount) and any non-cash compensation (as valued by the Compensation Committee
of the Company's Board of Directors at the time of authorization or as otherwise
reasonably determined) given to an Employee expressly in lieu of cash
compensation. Other forms of remuneration, including but not limited to
long-term incentive compensation, shall not be included in an Employee's
Compensation.
2.10. "Death Benefit" means a death benefit payable pursuant to Section 5.01.
2.11. "Disability" means a disability which causes an Employee to be eligible to
receive disability benefits under the long-term disability program of his or her
employing Affiliated Company or, in the case of an Employee who is not covered
by a long-term disability program, a disability which would cause the Employee
to be eligible for social security disability benefits. An Employee's Disability
shall be deemed to have ended on the last day of the last month with respect to
which he or she receives benefits described in the preceding sentence.
2.12 "Effective Date" of the Plan as herein amended is January 1, 2003. The
original effective date of the Plan was January 1, 1997.
2.13. "Employee" means an employee of an Affiliated Company.
2.14. "Employer" means the Company and any Affiliated Company or division
thereof that has adopted the Plan. A list of Employers is attached hereto as
Appendix A.
2.15. "Final Average Compensation" means 12 times the average of an Employee's
monthly Compensation during the 60 consecutive complete calendar months of
service during the 120 consecutive complete calendar months of service with an
Affiliated Company prior to such person's ceasing to be an Employee during which
his or her Compensation was the highest. Any month in which Compensation was not
received, by reason of a leave of absence, Disability or otherwise, shall be
omitted in determining a person's Final Average Compensation. In the case of any
periods of part-time employment occurring in a Plan Year in which an Employee is
credited with less than one Year of Service, Compensation with respect to such
periods of part-time service shall be appropriately adjusted to a full-time
basis. In the event that an Employee is paid an annual bonus during the 12-month
period commencing on his or her Termination Date, for purposes of calculating
such person's Final Average Compensation the amount of such bonus (including the
portion of any such authorized bonus which such person elects to forego) shall
be substituted for the amount of the first bonus taken into account during the
applicable 60-month period, but only if (i) the 60-month period used for
purposes of the Final Average Compensation calculation includes such person's
last full month of
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employment, and (ii) the effect of such substitution is to increase such
person's Final Average Compensation.
2.16. "Gross Benefit" has the meaning provided in Section 4.01(b).
2.17. "Incentive Plan" means the Dover Corporation 1995 Incentive Stock Option
Plan and 1995 Cash Performance Program, the Dover Corporation 2005 Equity and
Cash Incentive Plan, and any predecessor or successor plan or program, provided
that the 1998 Supplemental Incentive Stock Option Program or any successor
program (sometimes called the Presidents' Pool) shall not constitute an
Incentive Plan.
2.18. "Normal Retirement Age" means age 65.
2.19. "Normal Retirement Date" means the first day of the month coinciding with
or next following the date an Actual Participant attains his or her Normal
Retirement Age.
2.20. "Offset Benefits" has the meaning provided in Section 4.01(c).
2.21. "Plan" means this Dover Corporation Supplemental Executive Retirement
Plan, as amended from time to time.
2.22. "Plan Year" means the calendar year.
2.23 "Potential Participant" means an Employee of an Employer who (a) has
received a SERP Designation as a Potential Participant, and (b) has been granted
an Award in one or more years (not necessarily consecutive) under an Incentive
Plan but who has not met the requirements to become an Actual Participant,
including, without limitation, receipt of a SERP Designation as an Actual
Participant.
2.24. "Prior Participant" has the meaning provided in Section 3.01.
2.25 "Prior Plan" means the Dover Corporation Supplemental Executive Retirement
Plan, as in effect prior to the adoption of this Plan.
2.26. "Retirement Benefit" means a retirement benefit payable pursuant to
Section 4.01(a).
2.27. "SERP Designation" means a written designation by the Chief Executive
Officer, Chief Operating Officer or President of the Company that an Employee is
an Actual Participant or a Potential Participant.
2.28. "Termination Date" means the first day of the month coinciding with or
next following the date on which an Actual Participant has a Termination of
Employment.
2.29. "Termination of Employment" means an Employee's termination of employment
with an Affiliated Company, whether voluntary or involuntary, for any reason,
including but
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not limited to quitting or discharge, but other than a family or medical or
other leave of absence, transfer of employment to another Affiliated Company,
incurring of a Disability, or death.
2.30. "Unreduced Early Retirement Date" for any Actual Participant means the
first day of the month coinciding with or next following the date such Actual
Participant attains age 62.
2.31. "Years of Service" means the time a person served as an Employee,
calculated as follows. A Year of Service means 12 consecutive months of service.
Any period of service of less than 12 consecutive months shall be counted on the
basis of 1/12 of a Year of Service for each month of service. For purposes of
this definition, a month of service means any calendar month during any part of
which an Employee is employed by an Affiliated Company. If (i) an Actual
Participant's Termination of Employment occurs on or after January 1, 2003, (ii)
the Actual Participant was at least age 40 on the Actual Participant's birthday
that next followed his or her date of hire or rehire with an Affiliated Company
(or the date the Company or other Affiliated Company acquired the Affiliated
Company, if later), and (iii) the Actual Participant was granted an Award under
an Incentive Plan not later than twenty four (24) months following such Actual
Participant's date of hire or rehire with an Affiliated Company (or the date the
Company or other Affiliated Company acquired the Affiliated Company, if later),
the Actual Participant shall be granted additional Years of Service, the amount
of which shall be determined by dividing by forty-eight (48) the number of whole
and partial months which elapsed from the date of the Actual Participant's 25th
birthday to the Actual Participant's date of hire or rehire with an Affiliated
Company (or the date the Company or other Affiliated Company acquired the
Affiliated Company, if later), excluding any number of whole months during that
time in which such Actual Participant was an Employee. Such amount shall be
rounded to the next whole month if it includes a partial month.
ARTICLE 3. PARTICIPATION
3.01 Participation as of Effective Date. Each person who, immediately prior to
the Effective Date, was entitled to receive benefits under the Plan upon his or
her Termination of Employment or death (a "Prior Participant"), shall retain
such entitlement as of the Effective Date, subject to the provisions of Section
3.02(b).
3.02 Participation after Effective Date.
(a) After the Effective Date, an Employee who is not a Prior Participant
shall become an Actual Participant only upon satisfaction of all the
requirements stated in the definition of Actual Participant.
(b) Notwithstanding the provisions of Section 3.01, each Prior Participant
shall be an Actual Participant after the Effective Date only if he or she has
received a SERP Designation as an Actual Participant effective as of a date not
later than December 31,
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2003; provided, however, that a Prior Participant whose Termination of
Employment, Disability or death occurred on or before December 31, 2003 shall be
deemed to have received a SERP Designation as an Actual Participant regardless
of whether such Prior Participant had previously received a SERP Designation.
3.03 Revocation of SERP Designation. The Chief Executive Officer, Chief
Operating Officer or President of the Company may revoke the SERP Designation of
any Potential Participant or Actual Participant at any time. If such person is a
Potential Participant, the status of such person as a Potential Participant
shall cease as of the date of the revocation. If such person is an Actual
Participant, such person's Retirement Benefit shall be determined as if such
person had incurred a Termination of Employment as of the date of revocation, so
that, for purposes of determining such person's Gross Benefit, such person's
Applicable Percentage, Final Average Compensation and Years of Service shall all
be determined as of the date of revocation and such person's Offset Benefits
also shall be determined as of such date.
The Chief Executive Officer, Chief Operating Officer or President of the Company
may reinstate the SERP Designation of any Employee whose SERP Designation was
revoked. If such Employee was an Actual Participant at the time of revocation,
or if such Employee was a Potential Participant at the time of revocation and
later became an Actual Participant, his or her Retirement Benefit shall be
determined as if such Employee's SERP Designation had never been revoked.
3.04 Cessation of Participation. An Actual Participant shall cease to be an
Actual Participant on the date that all distributions due such Actual
Participant or his or her Beneficiary have been made.
ARTICLE 4. RETIREMENT BENEFIT
4.01 Amount of Benefit.
(a) Each Actual Participant shall be entitled under this Plan following
his or her retirement or other Termination of Employment to a benefit (the
"Retirement Benefit") equal to the Actual Participant's Gross Benefit reduced by
his or her Offset Benefits.
(b) Except as provided in Section 3.03, the Gross Benefit under the Plan,
expressed as a single life annuity commencing on the Actual Participant's
Termination Date, shall be the Applicable Percentage of the product of (i) the
Actual Participant's Years of Service (not to exceed 30) and (ii) 2% of the
Actual Participant's Final Average Compensation.
(c) The Actual Participant's Offset Benefits shall consist of the
following benefits to which the Actual Participant is or will become entitled,
or which the Actual Participant received prior to the date of determination:
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(1) All benefits paid or accrued under all qualified or nonqualified
defined benefit or defined contribution retirement plans sponsored by an
Affiliated Company (including, without limitation, any amounts paid to the
Actual Participant under this Plan prior to the date of determination);
provided, however, that only the portion of any such benefit attributable to
Affiliated Company contributions shall be taken into account. For purposes of
the preceding sentence, Affiliated Company contributions shall not include an
Actual Participant's elective deferrals under any such plan, or earnings
credited to any such elective deferrals to the extent such earnings are based on
a reasonable interest rate or on one or more predetermined investments.
(2) The employer portion of any social security or other retirement
benefits provided by any Federal, state, local, or foreign government. Such
employer portion shall be equal, in the case of a social security benefit, to
the employer portion of the Actual Participant's projected social security
benefit (at the Actual Participant's social security full benefit retirement
age) multiplied by a fraction the numerator of which is the Actual Participant's
Years of Service and the denominator of which is 35. For purposes of determining
an Actual Participant's projected social security benefit, it shall be assumed
that the social security wage base remains constant in years following the
Actual Participant's Termination of Employment and that in each of the 35 years
prior to the Actual Participant's social security full benefit retirement age he
or she has earned income of at least the social security wage base applicable to
such year.
(d) In the event an Offset Benefit is not payable in the form of a single
life annuity commencing on the Actual Participant's Termination Date, the offset
calculation in Section 4.01(a) shall be performed using such actuarial and other
adjustments as the Administrator shall determine.
(e) The Retirement Benefit of an Actual Participant who has elected
pursuant to Section 4.04 to have payment of his or her Retirement Benefit
commence after his or her Termination Date shall be calculated as follows: (i)
the Retirement Benefit shall be calculated in accordance with the foregoing
provisions of this Section 4.01 as if payment of the Retirement Benefit would
commence as of the Actual Participant's Termination Date and then (ii) such
Retirement Benefit shall be multiplied by a fraction, the numerator of which is
the Applicable Percentage that would have applied if the Actual Participant's
Termination of Employment had occurred on the date as of which payment of the
Retirement Benefit is to commence, and the denominator of which is the
Applicable Percentage in effect as of the date the Actual Participant's
Termination of Employment actually occurred. For purposes of clause (ii) above,
"Applicable Percentage" shall be determined pursuant to Section 2.04(a) or
2.04(b), whichever of such provisions applied in determining the Actual
Participant's Retirement Benefit at the time of his or her Termination of
Employment. Notwithstanding the foregoing, the provisions of this Section
4.01(e) shall not apply to the Retirement Benefit of an Actual Participant whose
SERP Designation has been revoked in accordance with Section 3.03, so that no
adjustment shall be made to the Retirement Benefit of such Actual Participant if
the Actual Participant elected to have payment of his or her Retirement Benefit
commence after his or her Termination Date.
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(f) Notwithstanding any provision of the Plan to the contrary, if an
Actual Participant who is a former Employee is rehired by an Affiliated Company
and at the time of rehire the Actual Participant is receiving benefit payments
under the Plan, payment of such benefits shall be suspended until such time as
the Actual Participant is again eligible to receive benefit payments under the
Plan. If such Actual Participant who has been rehired has received a SERP
Designation as an Actual Participant as of or subsequent to his or her date of
rehire, upon such Actual Participant's subsequent Termination of Employment such
Actual Participant's benefits shall be recalculated under the Plan based on the
Actual Participant's total Years of Service at the time of determination. If
such Actual Participant has not received a SERP Designation as an Actual
Participant following his or her date of rehire (and thus has accrued no
additional benefits under the Plan following his or her date of rehire), such
Actual Participant's benefits under the Plan shall be determined pursuant to
Section 3.03 as if such person's SERP Designation as an Actual Participant had
been revoked as of the date on which the Actual Participant previously had
ceased to be an Employee and shall be paid pursuant to the provisions of the
Plan subsequent to such person's Termination of Employment.
4.02 Automatic Cash-Outs. Notwithstanding the provisions of Sections 4.03 and
4.04, in the case of any Actual Participant whose Termination of Employment is:
(1) before his or her Normal Retirement Age and either before
attaining age 55 or before having completed 10 Years of Service; or
(2) at a time when the lump-sum value of his or her Retirement
Benefit under the Plan is $50,000 or less;
the Actual Participant's Retirement Benefit shall automatically be
paid in a lump-sum within 30 days after his or her Termination of Employment.
4.03 Automatic Payments in Other Circumstances. In the case of any Actual
Participant to whom Section 4.02 does not apply and for whom no valid election
under Section 4.04 is in effect, such Actual Participant's Retirement Benefit
shall be paid in the manner set forth in this Section 4.03.
(a) If the Actual Participant participates in one or more qualified
defined benefit plans sponsored by an Affiliated Company, the Actual
Participant's benefit shall commence at the same time and be paid in the same
form as the Actual Participant's benefit under that qualified plan. If the
Actual Participant is covered under more than one such plan, the plan in which
he or she has the greatest benefit will be controlling.
(b) If the Actual Participant does not participate in any qualified
defined benefit plan sponsored by an Affiliated Company, the Actual
Participant's benefit shall be paid as an actuarially reduced 50% joint and
survivor annuity (if the Actual Participant is married) with the Actual
Participant's spouse as the joint annuitant thereof, or a single life annuity
(if the Actual Participant is unmarried), commencing in either case at his or
her Normal
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Retirement Date (or, if later, the first day of the month coinciding with or
next following the date of his or her actual retirement).
4.04 Election of Optional Forms of Benefit.
(a) An Actual Participant may file an election with the Administrator, on
such form as the Administrator shall prescribe, specifying (i) the form in which
his or her Retirement Benefit is to be paid, and (ii) the time at which such
benefit is to commence in the event of the Actual Participant's Termination of
Employment before his or her Normal Retirement Age. Such election may, subject
to Section 4.04(c), be changed at any time.
(b) If a valid election is in effect pursuant to this Section 4.04, except
as otherwise provided in Section 4.02, an Actual Participant's Retirement
Benefit shall be paid in the form specified in such election. Such Retirement
Benefit shall commence (i) on the Actual Participant's Normal Retirement Date
(or, if later, the first day of the month coinciding with or next following the
date of the Actual Participant's actual retirement) if the Actual Participant
retires at or after his or her Normal Retirement Age, and (ii) in other cases,
on the date specified in the Actual Participant's election.
(c) An election or change in election pursuant to Section 4.04(a) shall be
valid only if filed with the Administrator either (i) by December 31, 1997 or
within 90 days after an Actual Participant becomes an Actual Participant,
whichever is later, or (ii) at least 12 months before he or she retires or
otherwise terminates employment. Notwithstanding the preceding sentence, if an
Actual Participant whose most recent valid election is for an annuity form of
benefit demonstrates to the satisfaction of the Administrator that a relevant
change in family circumstances has occurred since the filing of such election,
such Actual Participant may change his or her election to a different form of
annuity commencing on the same date as that specified on such prior election, or
may designate a new Beneficiary, without regard to such 12-month requirement.
(d) If, pursuant to Section 4.04(c), a change in an Actual Participant's
election is not valid, the valid election previously in effect shall determine
the form and timing of the Actual Participant's Retirement Benefit.
(e) The forms of benefit that an Actual Participant may elect under the
Plan are (i) a single life annuity, (ii) a single life annuity with 60-month
period certain, (iii) a single life annuity with 120-month period certain, or
(iv) a 100% or 50% joint and survivor annuity. A lump-sum payment generally is
not available as an elective form of benefit. An Actual Participant may indicate
on an election that the Actual Participant wishes to receive his or her benefit
in a lump-sum, or in a combination of lump-sum and installment payments, but in
that event must also indicate the form in which the Actual Participant wishes
the benefit to be paid if the lump-sum payment or combination lump-sum and
installment payments request is denied. Requests for lump-sum payments or
combination lump-sum and installment payments will be considered by the
Administrator on a case-by-case basis, and the granting of any such request
shall be within the Administrator's sole discretion.
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(f) An Actual Participant who elects a joint and survivor form of benefit
shall designate his or her Beneficiary, who must be a natural person, in
conjunction with such election. In the event of such Beneficiary's death before
payment of the Actual Participant's Retirement Benefit commences, the Actual
Participant's Retirement Benefit shall be paid in the form of a single life
annuity unless he or she has filed a valid change in election pursuant to
Section 4.04(c).
4.05 Calculation of Optional Forms of Benefit.
If a Retirement Benefit is payable under Sections 4.03 or 4.04 in a form
of benefit other than a single life annuity, the Retirement Benefit shall be
converted to the applicable optional payment form using the annuity conversion
factors provided in Program I of the Dover Corporation Pension Plan as in effect
at such time.
4.06 Disability.
An Employee with a SERP Designation who incurs a Disability as an Employee
shall continue to accrue Years of Service during his or her period of
Disability. If such Employee is or becomes an Actual Participant, upon such
Actual Participant's subsequent Termination of Employment or death, he or she
(or his or her Beneficiary) shall be entitled to receive distribution of his or
her Retirement Benefit or Death Benefit pursuant to the other provisions of the
Plan. For purposes of calculating such Retirement Benefit or Death Benefit, the
Actual Participant's Final Average Compensation shall be determined as of the
commencement of his or her Disability. Any Actual Participant who is in a period
of Disability may petition the Administrator for permission to retire or
otherwise have a Termination of Employment despite the continuation of such
Disability, and the granting of any such petition shall be within the
Administrator's sole discretion.
ARTICLE 5. DEATH BENEFIT
5.01 In the event of an Actual Participant's death prior to the commencement of
payment of his or her Retirement Benefit, the Actual Participant's Beneficiary
shall be paid within 30 days after the Administrator receives notification of
the Actual Participant's death, a lump-sum Death Benefit equal to the Retirement
Benefit the Actual Participant would have received had he or she had a
Termination of Employment immediately before his or her death (or on the Actual
Participant's actual date of Termination of Employment, if earlier) and elected
to receive his or her benefit in a lump-sum. In calculating such Retirement
Benefit, the amount of any Offset Benefits shall be determined without regard to
the fact of the Actual Participant's death.
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ARTICLE 6. ADMINISTRATION
6.01. This Plan shall be administered by the Administrator. The Administrator
shall have discretionary authority to interpret the Plan and to adopt rules and
regulations consistent with the Plan. The Administrator's good-faith
determination with respect to any issue relating to the interpretation of the
Plan shall be conclusive and final.
ARTICLE 7. GENERAL PROVISIONS
7.01 No Contract of Employment. The establishment of the Plan shall not be
construed as conferring any legal rights upon any Actual Participant or
Potential Participant for a continuation of employment, nor shall it interfere
with the rights of any Affiliated Company to discharge an Actual Participant or
Potential Participant and to treat him or her without regard to the effect which
such treatment might have upon him or her as an Actual Participant or Potential
Participant in the Plan.
7.02 Withholding. As a condition to an Actual Participant's entitlement to
benefits hereunder, the Company shall have the right to deduct (or cause to be
deducted) from any amounts otherwise payable to the Actual Participant, whether
pursuant to the Plan or otherwise, or otherwise to collect from the Actual
Participant, any required withholding taxes with respect to benefits under the
Plan.
7.03 Anti-Alienation Provisions. Subject to any applicable law, no benefit under
the Plan shall be subject in any manner to, nor shall the Company be obligated
to recognize, any purported anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall be
void. No such benefit shall in any manner be liable for or subject to
garnishment, attachment, execution, or a levy, or liable for or subject to the
debts, contracts, liabilities, engagements, or torts of the Actual Participant.
7.04 Unfunded Benefits. The Plan is an unfunded plan maintained by the Company
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees. The Plan shall not be construed as
conferring on an Actual Participant any right, title, interest, or claim in or
to any specific asset, reserve, account, or property of any kind possessed by
the Company. To the extent that an Actual Participant or any other person
acquires a right to receive payments from the Company, such rights shall be no
greater than the rights of an unsecured general creditor.
7.05 Claim for Benefits. Any claim for benefits under the Plan shall be made in
writing to the Administrator. If a claim is denied, the Administrator shall so
notify the claimant within 90 days after receipt of the claim. The notice of
denial shall state (i) the specific reason for the denial of the claim, (ii)
specific references to the pertinent Plan provisions upon which the denial is
based, (iii) a description of any additional material or information necessary
to perfect the claim together with an explanation of why such material or
information is necessary, and (iv) an explanation of the claims review
procedure.
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Within 60 days after the claimant's receipt of notice of denial of a
claim, the claimant may (i) file a request with the Administrator that it
conduct a full and fair review of the denial of the claim, (ii) review pertinent
documents, and (iii) submit questions and comments to the Administrator in
writing.
The decision by the Administrator with respect to the review must be given
within 60 days after receipt of the request, unless special circumstances
require an extension. In no event shall the decision be delayed beyond 120 days
after receipt of the request for review. The decision shall be written in a
manner calculated to be understood by the claimant and shall contain specific
reasons for the decision and a specific reference to the Plan provisions upon
which the decision is based.
7.06 Incapacity. If the Administrator determines that any person to whom a
benefit is payable under the Plan is unable to care for his or her affairs
because of illness or accident, any payment due may be paid to the individual's
spouse, child, parent, sibling, or to any person deemed by the Administrator to
have incurred expense for such person otherwise entitled to payment unless a
prior claim therefor shall have been made by a duly appointed guardian,
committee, or other legal representative.
7.07 Successor Entities. This Plan shall be binding upon the successors and
assigns of the Company. The Company shall require any successor (whether direct
or indirect, and whether by purchase, merger, consolidation, or otherwise) to
all or substantially all of the business or assets of the Company, by written
agreement to expressly assume and agree to perform the Company's obligations
under the Plan in the same manner and to the same extent that the Company would
be required to perform them if no such succession had taken place. The
provisions of this Section 7.07 shall continue to apply to each subsequent
employer of the Actual Participant hereunder in the event of any subsequent
merger, consolidation, or transfer of assets of such subsequent employer.
7.08 Prior Plan. Effective as of the date of adoption of this Plan as of January
1, 1997, the Prior Plan has been terminated, and no one is entitled to further
benefits thereunder. In no event shall the vested benefit under this Plan of any
participant under the Prior Plan be less than his or her vested benefit under
the Prior Plan immediately prior to such termination.
7.09 Governing Law. The laws of the State of New York shall govern the
construction of this Plan and the rights and the liabilities hereunder of the
parties hereto.
7.10 Plan Year. The plan year shall be the calendar year.
7.11 Headings. All headings are inserted solely for reference and shall not
constitute a part of this Plan, nor affect its meaning, construction, or effect.
ARTICLE 8. CHANGE OF CONTROL
8.01 Definition of Change of Control.
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(a) For purposes hereof, a "Change of Control" shall refer only to a
Change of Control of the Company and shall be deemed to have taken place upon
the occurrence of any of the following events (capitalized terms not previously
defined in the Plan are defined in Section (b) below):
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 20% or more of either the then
outstanding shares of common stock of the Company or the combined voting power
of the Company's then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (A)
of paragraph (iii) below; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals who,
on the date hereof, constitute the Board of Directors and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board of Directors or nomination for election by
the Company's stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
on the date hereof or whose appointment, election or nomination for election was
previously so approved or recommended; or
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (A) any such merger or consolidation immediately after
which the voting securities of the Company outstanding immediately prior to such
merger or consolidation continue to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or any
parent thereof) at least 50% of the combined voting power of the voting
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) any such
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly
from the Company or its Affiliates) representing 20% or more of either the then
outstanding shares of common stock of the Company or the combined voting power
of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets, other than a sale or disposition by the Company of all
or substantially all of the Company's assets to an entity, at least 50% of the
combined voting power of the voting securities of which are
13
owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such transaction or series
of transactions.
(b) For purposes of this Section 8.01, the following terms shall have the
meanings indicated:
(i) "Affiliate" shall have the meaning set forth in Rule 12b-2
under Section 12 of the Exchange Act.
(ii) "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to
be the Beneficial Owner of any securities which are properly filed on a Form
13-G.
(iii) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(iv) "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
Affiliates, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
8.02 Payments Upon Change of Control.
(a) In the event of a Change of Control, the value of each Actual
Participant's Retirement Benefit accrued through the date of the Change of
Control (and based on the Actual Participant's Years of Service through the date
of the Change of Control) shall be paid to the Actual Participant (or if the
Actual Participant has died to the Beneficiary of the Actual Participant) in a
single lump-sum payment within five days after the Change of Control. For
purposes hereof, the amount of the lump-sum payment shall be determined using
(i) the actuarial assumptions set forth in the Administration Manual for the
Plan as in effect immediately prior to the Change of Control, or (ii) such
actuarial assumptions as shall be specified by the Continuing Directors (as
defined in Article Fourteenth of the Company's Certificate of Incorporation) of
the Company, provided that in no event shall the amount of the lump-sum payment
be less than the amount as determined pursuant to (i) above.
(b) All determinations as to eligibility for and amount of benefits
payable pursuant to (a) above shall be made by the Continuing Directors (as
defined in Article Fourteenth of the Company's Certificate of Incorporation) of
the Company, and the decision of such persons shall be final and binding on the
Company and all claimants.
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ARTICLE 9. AMENDMENT OR TERMINATION
9.01 The Company's Board of Directors or the Administrator may amend or
terminate this Plan at any time; provided, however, that no amendment or
termination of the Plan shall adversely affect the right of any Actual
Participant to receive his or her accrued benefit under the Plan, as determined
as of the date of such amendment or termination.
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APPENDIX A
PARTICIPATING EMPLOYERS AS OF DECEMBER 31, 2003
INDEPENDENT SUBSIDIARY SUBSIDIARY/DIVISION
---------------------- -------------------
Dover Corporation Corporate Headquarters
Dover Diversified Inc. Belvac Production Machinery,
Inc. (1/1/2003)
Central Research Laboratories
Corporate Headquarters
Hill Phoenix (1/1/2001)
Sargent Controls & Aerospace
Sargent Technologies *
SWEP International A.B.
Tranter PHE, Inc.
Tranter Radiator Products
Waukesha Bearings Corp.
Wiseco Piston, Inc. (1/1/2002)
* Includes Kahr Bearing and
Precision Kinetics
Dover Industries, Inc. Avtec Industries, Inc.
Chief Automotive Systems, Inc.
(1/1/2001)
Corporate Headquarters
DovaTech
Forward Manufacturing Company
Groen (1/1/2001)
Heil
Hydromotion, Inc.
Kalyn/Siebert
Kesseltronics System
Koolant Koolers, Inc.
Kurz-Kasch, Inc. (1/1/2002)
Lee Laser, Inc.
Marathon Equipment Company
(1/1/2001)
PDQ Manufacturing, Inc.
(1/1/2001)
PRC Laser Corp. (1/1/2002)
Precise Hard Chrome
Randell Manufacturing, Inc.
(1/1/2001)
Rotary Lift
Technopak
Tipper Tie (1/1/2001)
16
Dover Resources, Inc. Blackmer
C. Lee Cook
Civacon (former employees)
Corporate Headquarters
De-Sta-Co
Norris
Norriseal
O'Bannon Pump
OPW Engineered Systems
OPW Fueling Components
RPA Technologies
Texas Hydraulics (1/1/2001)
Dover Technologies, Inc. Corporate Headquarters
(1/1/2001)
Everett Charles Technologies
(1/1/2003)
K&L Microwave (1/1/2002)
17