Danaher 2008 Annual Report Download - page 204

STOCK APPRECIATION
RIGHTS
A SAR represents the right to receive a payment, in cash, shares of Common Stock or both (as determined by the
Administrator), equal to the excess of the Fair Market Value on the date the SAR is exercised over the SAR’s Exercise
Price, if any. The Administrator will establish in its sole discretion the exercise price of a SAR and all other applicable
terms and conditions, which will be set forth in the applicable Award Certificate or Award agreement.
OTHER STOCK-BASED
AWARDS
The Administrator may grant RSUs and Other Stock-Based Awards that are denominated in, valued in whole or in part
by reference to, or otherwise based on or related to, Common Stock. The purchase, exercise, exchange or conversion of
RSUs and Other Stock-Based Awards and all other terms and conditions applicable to the Awards will be determined by
the Administrator in its sole discretion and will be set forth in the applicable Award Certificate or Award agreement.
STOCK SUBJECT TO PLAN Except as adjusted below under CORPORATE CHANGES, the aggregate number of shares of Common Stock that may
be issued under the Awards may not exceed 60 million shares and the maximum number of shares that may be subject
to any and all Awards, in the aggregate, for a single individual may not exceed 10 million shares. No Award that the
Committee determines is subject to Performance Objectives for purposes of Code Section 162(m) may pay or cover in
excess of 10 million shares of Common Stock or the cash value equivalent to that number of shares. The Common
Stock may come from treasury shares, authorized but unissued shares, or previously issued shares that the Company
reacquires, including shares it purchases on the open market. If any Award expires, is canceled, or terminates for any
other reason, the shares of Common Stock available under that Award will again be available for the granting of new
Awards.
No adjustment will be made for a dividend or other right for which the record date precedes the date of exercise.
The participant will have no rights of a stockholder with respect to the shares of stock subject to an Award except to the
extent that the Company has issued certificates for, or otherwise confirmed ownership of, such shares upon the exercise
or, as applicable, the grant or nonforfeitability of an Award.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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