DOVER Corp — Director's Dealing 2010

Feb 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER CORP (DOV)
CIK: 0000029905
Period of Report: 2010-02-11

Reporting Person: Giacomini Thomas (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-11	Common Stock	A	10000	—	Acquired	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-11	Stock Appreciation Right	$42.88	A	41978	Acquired	2020-02-11	Common Stock (41978)	Direct
2010-02-11	Performance Shares	$	A	3498	Acquired		Common Stock (3498)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37	Indirect

Footnotes

F1: Represents restricted stock award under the Dover Corporation ("Dover") 2005 Equity and Cash Incentive Plan that vests on 2/11/13.

F2: Each performance share represents a contingent right to receive shares of Dover common stock, based on Dover's relative total shareholder return versus that of Dover's peer group over the three-year performance period ending 12/31/2012.

F3: Represents target grant amount. The actual number of shares that will be paid in respect of the performance share award may range from 0% to 200% of the target grant.