Danaher 2008 Annual Report Download - page 206

earnings before interest, taxes, depreciation, and amortization (EBITDA),
strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market
penetration, geographic business expansion goals, cost targets, or objective goals relating to acquisitions or
divestitures,
or any combination of these measures (in each case before or after such objective income and expense allocations
or adjustments as the Committee may specify within the Applicable Period).
The Committee shall determine whether such Performance Objectives are attained, and such determination will be final
and conclusive.
Each Performance Objective may be expressed in absolute and/or relative terms, may be based on or use comparisons
with current internal targets, the past performance of the Company (including the performance of one or more
Subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current performance of other
companies. In the case of earnings-based measures, Performance Objectives may use comparisons relating to capital
(including, but not limited to, the cost of capital), shareholders’ equity and/or shares outstanding, or to assets or net
assets.
The provisions governing the grants of Options and SARs and the establishment of Performance Objectives for other
Awards are intended to conform with all provisions of Code Section 162(m) and Treas. Reg. § 1.162-27 to the extent
necessary to allow the Company a Federal income tax deduction for Awards as “qualified performance based
compensation,” provided that Committee retains the discretion whether to make Awards that do not so qualify. The
Committee also retains the discretion to specify that it can adjust an Award payout downwards (to the extent permitted
by the foregoing tax rules) under such factors as it considers appropriate.
The measures used in setting Performance Objectives under the Plan for any given performance period will, to the extent
applicable, be determined in accordance with generally accepted accounting principles (“GAAP”) and in a manner
consistent with the methods used in the Company’s audited financial statements, without regard to (i) extraordinary or
nonrecurring items in accordance with GAAP, (ii) changes in accounting, or (iii) the effect of discontinued operations,
unless, in each of clauses (i)-(iii), the Committee decides otherwise within the Applicable Period.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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