Danaher 2008 Annual Report Download - page 200

if there are no such closing bid and asked prices, the average of the closing bid and asked prices as reported by
any other commercial service for such date.
For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date shall be
determined by using the closing sale price or the average of the closing bid and asked prices, as appropriate, for the
immediately preceding trading day.
EXERCISABILITY The Administrator will determine the times and conditions for exercise or retention of each Award but may not extend the
period for exercise of an Option or SAR beyond the tenth anniversary of its Date of Grant.
Awards will become exercisable or nonforfeitable at such times and in such manner as the Administrator determines and
the Award Certificate indicates; provided, however, that the Administrator may, on such terms and conditions as it
determines appropriate, accelerate the time at which the participant may exercise any portion of an Option or at which
restrictions or other conditions on other Awards will lapse.
If the Administrator does not specify otherwise, Options for Employees will become exercisable and restrictions on other
Awards will lapse as to one-fifth of the covered shares on each of the first five anniversaries of the Date of Grant, and
Options for Eligible Directors will become exercisable in full as of the Date of Grant. Subject to the section below entitled
“Award Expiration,” unless the Administrator provides otherwise, the passage of time after a participant’s Retirement
will continue to count for purposes of determining the extent to which an Award is exercisable or nonforfeitable.
No portion of an Award that is unexercisable or forfeitable at a participant’s termination of employment for any reason
other than Retirement (as defined below) will thereafter become exercisable or nonforfeitable, unless the Award Certificate
provides otherwise, either initially or by amendment. All unexpired Awards become fully exercisable or nonforfeitable, as
applicable, at age 65 irrespective of whether the person then retires, except Awards the Compensation Committee
designates are covered by Performance Objectives for purposes of Code Section 162(m).
Any RSU Award shall be paid in a lump sum in shares within 30 days of the later of the date on which the
Administrator (or the Compensation Committee, as the case may be) determines that (i) the participant has satisfied the
Award’s time-based vesting requirements, and (ii) if applicable, the Performance Criteria for such RSU Award has been
satisfied.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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