Danaher 2008 Annual Report Download - page 198

The Administrator is responsible for the general operation and administration of the Plan and for carrying out its
provisions and has full discretion in interpreting and administering the provisions of the Plan. Subject to the express
provisions of the Plan, the Administrator may exercise such powers and authority of the Board as the Administrator
may find necessary or appropriate to carry out its functions. The Administrator may delegate its functions (other than
those described in the GRANTING OF AWARDS section) to officers or employees.
The Administrator’s powers will include, but not be limited to, the power to amend, waive, or extend any provision or
limitation of any Award. The Administrator may act through meetings of a majority of its members or by unanimous
consent.
GRANTING OF AWARDS Subject to the terms of the Plan, the Administrator will, in its sole discretion, determine
the recipients of Awards,
the terms of such Awards,
the schedule for exercisability and nonforfeitability (including any requirements that the participant or the
Company satisfy performance criteria or Performance Objectives),
the time and conditions for expiration of the Awards, and
the form of payment due upon exercise or grant.
The Administrator’s determinations under the Plan need not be uniform and need not consider whether possible
participants are similarly situated.
Options granted to employees are not intended to qualify as “ incentive stock options” (“ISOs”) within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “ Code”), or the corresponding
provision of any subsequently enacted tax statute. The Administrator may not reduce the Exercise Price of any
outstanding Option, other than as provided under Adjustments upon Changes in Capital Stock. Subject to the
foregoing, the Administrator may set whatever conditions it considers appropriate for the Awards.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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