DOVER Corp — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER CORP (DOV)
CIK: 0000029905
Period of Report: 2011-02-10

Reporting Person: Zhang Michael (Managing Director, Dover China)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-10	Stock Appreciation Right	$66.59	A	13215	Acquired	2021-02-10	Common Stock (13215)	Direct
2011-02-10	Performance Shares	$	A	901	Acquired		Common Stock (901)	Direct

Footnotes

F1: 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 12/31/2013.

F2: 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.