Dover Corp Sample Contracts

1 [Conformed Copy] PURCHASE AGREEMENT DATED AS OF NOVEMBER 23, 1998
Purchase Agreement • December 8th, 1998 • Dover Corp • Construction, mining & materials handling machinery & equip • New York
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Dover Corp • October 26th, 1995 • Construction, mining & materials handling machinery & equip • New York
1 Exhibit 1.1 DOVER CORPORATION Debt Securities Underwriting Agreement
Dover Corp • June 12th, 1998 • Construction, mining & materials handling machinery & equip • New York
1 EXHIBIT 1.1 DOVER CORPORATION Debt Securities UNDERWRITING AGREEMENT
Dover Corp • February 13th, 2001 • Construction, mining & materials handling machinery & equip • New York
PRICING AGREEMENT
Pricing Agreement • February 13th, 2001 • Dover Corp • Construction, mining & materials handling machinery & equip
DOVER CORPORATION Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2019 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

Dover Corporation, a Delaware corporation (the “Company”), proposes to enter into a Pricing Agreement (the “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the Pricing Agreement (such firms constituting the “Underwriters” with respect to the Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to the Pricing Agreement (with respect to the Pricing Agreement, the “Designated Securities”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 14th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

This Transition Services Agreement (this “Services Agreement”) is made as of this 9th day of May, 2018 by and between (i) Dover Corporation, a Delaware corporation (“Dover”), and (ii) Apergy Corporation, a Delaware corporation (“Apergy”). Each of Dover and Apergy is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

SEPARATION AND DISTRIBUTION AGREEMENT by and between DOVER CORPORATION and APERGY CORPORATION Dated as of May 9, 2018
Separation and Distribution Agreement • May 14th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (“Dover”), and Apergy Corporation, a Delaware corporation (“Apergy”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN DOVER CORPORATION AND APERGY CORPORATION DATED AS OF May 9, 2018
Employee Matters Agreement • May 14th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

THIS EMPLOYEE MATTERS AGREEMENT is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (“Dover”), and Apergy Corporation, a Delaware corporation (“Apergy” and together with Dover, the “Parties” and each, a “Party”).

SEPARATION AND DISTRIBUTION AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014
Separation and Distribution Agreement • March 3rd, 2014 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

TAX MATTERS AGREEMENT Between DOVER CORPORATION on behalf of itself and the DOVER AFFILIATES and KNOWLES CORPORATION on behalf of itself and the KNOWLES AFFILIATES
Tax Matters Agreement • March 3rd, 2014 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

This Tax Matters Agreement (the “Agreement”) is entered into as of the 28th day of February, 2014, between Dover Corporation (“Dover”), a Delaware corporation, and Knowles Corporation (“Knowles”), a Delaware corporation.

EMPLOYEE MATTERS AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014
Employee Matters Agreement • March 3rd, 2014 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles” and together with Dover, the “Parties” and each a “Party”).

Cash Performance Award
DOVER Corp • April 18th, 2019 • Construction, mining & materials handling machinery & equip

The actual Cash Performance Award amount to be paid to you, if any, will be derived from the Cash Performance Payout Table included in this Award agreement.

TAX MATTERS AGREEMENT Between DOVER CORPORATION on behalf of itself and the DOVER AFFILIATES and APERGY CORPORATION on behalf of itself and the APERGY AFFILIATES
Tax Matters Agreement • May 14th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

This Tax Matters Agreement (the “Agreement”) is entered into as of the 9th day of May, 2018, between Dover Corporation (“Dover”), a Delaware corporation, and Apergy Corporation (“Apergy”), a Delaware corporation.

Cash Performance Award
DOVER Corp • February 11th, 2022 • Construction, mining & materials handling machinery & equip

The actual Cash Performance Award amount to be paid to you, if any, will be derived from the Cash Performance Payout Table included in this Award agreement.

PRICING AGREEMENT
Pricing Agreement • October 13th, 2005 • Dover Corp • Construction, mining & materials handling machinery & equip

Dover Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 5, 2005 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (a

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EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • February 28th, 2007 • Dover Corp • Construction, mining & materials handling machinery & equip • Delaware

WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined that the Executive is a key executive of the Corporation or of a direct or indirect subsidiary of the Corporation (a “Subsidiary”);

US$1,000,000,000 FIVE-YEAR CREDIT AGREEMENT dated as of November 9, 2007 among DOVER CORPORATION The LENDERS Listed Herein The BORROWING SUBSIDIARIES Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as...
Credit Agreement • November 14th, 2007 • Dover Corp • Construction, mining & materials handling machinery & equip • New York

FIVE-YEAR CREDIT AGREEMENT dated as of November 9, 2007 (this “Agreement”), among DOVER CORPORATION (the “Company”), the BORROWING SUBSIDIARIES from time to time party hereto (together with the Company, the “Borrowers”), the financial institutions from time to time party hereto, initially consisting of those listed on Schedule 2.01 (the “Lenders”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent, BANK OF AMERICA, N.A., THE ROYAL BANK OF SCOTLAND plc and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

DOVER CORPORATION AND THE BANK OF NEW YORK MELLON, as Trustee AND THE BANK OF NEW YORK MELLON, LONDON BRANCH as Paying Agent SEVENTH SUPPLEMENTAL INDENTURE Dated as of November 4, 2019
Indenture • November 4th, 2019 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

SEVENTH SUPPLEMENTAL INDENTURE (as hereinafter defined, the “Seventh Supplemental Indenture”), dated as of November 4, 2019, among DOVER CORPORATION, a Delaware corporation (the “Company”), THE BANK OF NEW YORK MELLON (formerly The Bank of New York), a New York banking corporation, as Trustee (as hereinafter defined, the “Trustee”) and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Paying Agent (the “Paying Agent”).

Performance Share Award
Performance Share Award • April 27th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip

The actual Performance Shares to be paid to you, if any, will be derived from the Performance Share Payout Table included in this Award agreement.

DOVER CORPORATION Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • October 13th, 2005 • Dover Corp • Construction, mining & materials handling machinery & equip • New York

From time to time Dover Corporation, a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

DOVER CORPORATION AND THE BANK OF NEW YORK MELLON, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of November 3, 2015
Indenture • November 3rd, 2015 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

FIFTH SUPPLEMENTAL INDENTURE (as hereinafter defined, the “Fifth Supplemental Indenture”), dated as of November 3, 2015, between DOVER CORPORATION, a Delaware corporation (the “Company”) and THE BANK OF NEW YORK MELLON (formerly The Bank of New York), a New York banking corporation, as Trustee (as hereinafter defined, the “Trustee”).

Performance Share Award
Performance Share Award • April 18th, 2019 • DOVER Corp • Construction, mining & materials handling machinery & equip

The actual Performance Shares to be paid to you, if any, will be derived from the Performance Share Payout Table included in this Award agreement.

DOVER CORPORATION and Original Trustee and THE BANK OF NEW YORK, Series Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 13, 2005
Supplemental Indenture • October 18th, 2005 • Dover Corp • Construction, mining & materials handling machinery & equip • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of October 13, 2005, among DOVER CORPORATION, a Delaware corporation (the “Company”), J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as BANK ONE TRUST COMPANY, N.A.), as Trustee (the “Original Trustee”), a national banking association, and THE BANK OF NEW YORK, a New York banking corporation, as trustee with respect to the 2005 Securities (as hereinafter defined) (the “Series Trustee”).

PRICING AGREEMENT
Pricing Agreement • December 3rd, 2013 • DOVER Corp • Construction, mining & materials handling machinery & equip
US$400,000,000 364-DAY CREDIT AGREEMENT dated as of September 1, 2005 Among DOVER CORPORATION The LENDERS Listed Herein
Assignment and Assumption Agreement • September 28th, 2005 • Dover Corp • Construction, mining & materials handling machinery & equip • New York

364-DAY CREDIT AGREEMENT dated as of September 1, 2005 (this “Agreement”), among DOVER CORPORATION (the “Company”), the financial institutions from time to time party hereto, initially consisting of those listed on Schedule 2.01 (the “Lenders”), and Bank of America, N.A., as Administrative Agent.

DOVER CORPORATION
Restricted Stock Award Agreement • February 19th, 2010 • Dover Corp • Construction, mining & materials handling machinery & equip

Your restricted stock award is subject to all the terms and provisions of the Plan, which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan is included with this award agreement.

PRICING AGREEMENT
Pricing Agreement • February 22nd, 2011 • Dover Corp • Construction, mining & materials handling machinery & equip

Dover Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated February 16, 2011 (the “Underwriting Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).

AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYEE SUPPLEMENTAL RETIREMENT AGREEMENT WITH ROBERT A. LIVINGSTON, JR.
Dover Corp • March 3rd, 2010 • Construction, mining & materials handling machinery & equip

This Amendment No. 1 to the Executive Employee Supplemental Retirement Agreement (“Amendment”) is made as of February 25, 2010 by and between Dover Corporation (the “Company”) and Robert A. Livingston, Jr. (the “Executive Employee”), with reference to that certain Executive Employee Supplemental Retirement Agreement entered into as of January 1, 1985 between the Company and the Executive Employee (the “Agreement”).

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