1995 INCENTIVE STOCK OPTION PLAN
1995 CASH PERFORMANCE PROGRAM
(as amended through March 1999)
A. PURPOSE AND SCOPE OF
PLAN AND PROGRAM
1. Purpose. The 1995 Incentive Stock Option Plan (the "Plan") and 1995 Cash Performance Program (the
"Program") are intended to promote the long-term success of Dover Corporation by providing salaried officers
and other key employees of Dover Corporation and its subsidiaries, on whom major responsibility for the present
and future success of Dover Corporation rests, with a long-range inducement to remain with the organization and
to encourage them to increase their efforts to make Dover Corporation successful. The term "Corporation" shall
mean Dover Corporation and any present or future corporation which is or would be a "subsidiary corporation"
of Dover Corporation as defined in Section 424 of the Internal Revenue Code of 1986, as amended (the
"Code"), unless the context requires otherwise.
2. Successor Plan and Program. The Plan and the Program are successors to the 1984 Incentive Stock Option
Plan and Cash Performance Program (hereinafter the "Predecessor Plans"). No further grants of options or
incentive awards may be made under the Predecessor Plans. Options and incentive awards under the
Predecessor Plans shall be administered pursuant to the provisions of those respective Plans.
3. Administration. The Plan and the Program shall be administered and interpreted by the Compensation
Committee (or such other Committee of the Board of Directors as the Board may designate if there is no
Compensation Committee; hereinafter the "Committee"), consisting of not less than three persons appointed by
the Board of Directors of the Corporation from among its members. A person may serve as a Committee
member provided he or she shall comply in all respects with any qualifications required by law, including
specifically being a "disinterested person" for purposes of the rules promulgated under the Securities Exchange