Danaher 2008 Annual Report Download - page 199

Substitutions The Administrator may also grant Awards in substitution for options or other equity interests held by individuals who
become Employees of the Company or of an Eligible Subsidiary as a result of the Company’s acquiring or merging with
the individual’s employer. If necessary to conform the Awards to the interests for which they are substitutes, the
Administrator may grant substitute Awards under terms and conditions that vary from those the Plan otherwise
requires.
DATE OF GRANT The “Date of Grant” will be the date as of which the Administrator grants an Award to a person, as specified in the
Administrator’s minutes.
EXERCISE PRICE The “Exercise Price” is the value of the consideration that a participant must provide in exchange for one share of
Common Stock. The Administrator will determine the Exercise Price under each Option and may set the Exercise Price
without regard to the Exercise Price of any other Options granted at the same or any other time. The Company may use
the consideration it receives from the optionee for general corporate purposes.
The Exercise Price per share for the Options may not be less than 100% of the Fair Market Value of a share on the Date
of Grant.
The Administrator may satisfy any state law requirements regarding adequate consideration for Restricted Stock Grants
by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii) charging the recipients at
least the par value for the shares covered by the Restricted Stock Grant.
Fair Market Value “Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:
if the Common Stock is traded on a national securities exchange, the closing sale price on that date;
if the Common Stock is not traded on any such exchange, the closing sale price as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System (“ Nasdaq”) for such date;
if no such closing sale price information is available, the average of the closing bid and asked prices as reported
by Nasdaq for such date; or
- 3 -
Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.