DOVER Corp — Director's Dealing 2009

Feb 17, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER CORP (DOV)
CIK: 0000029905
Period of Report: 2009-02-12

Reporting Person: Sellhausen Stephen (Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-12	Stock Appreciation Right	$29.45	A	40935	Acquired	2019-02-12	Common Stock (40935)	Direct

Footnotes

F1: The SSARs are granted pursuant to the Dover Corporation 2005 Cash and Equity Incentive Plan (the "Plan"). Subject to shareholder approval, Dover Corporation has adopted amendments to the Plan to provide for the grant of performance shares. In addition to the SSARs reported above, the Reporting Person has been granted alternative awards of 3,411 performance shares or 13,646 additional SSARs, contingent upon the result of the shareholder vote on the proposed amendments to the Plan (the performance share award being void in the event that the shareholders do not approve the amendments to the Plan and the SSAR award being void in the event that the shareholders do approve the amendments). In accordance with Section 16(a), the award of performance shares or SSARs, as applicable, will be reported after the contingency for the award has been satisfied at the shareholders' meeting.