Danaher 2008 Annual Report Download - page 207

The “Applicable Period” with respect to any performance period for an Award means a period beginning on or before
the first day of the performance period and ending no later than the earlier of (i) the 90th day of the performance period
or (ii) the date on which 25% of the performance period has been completed.
ADJUSTMENTS UPON
CHANGES IN CAPITAL
STOCK
Subject to any required action by the Company (which it shall promptly take) or its stockholders, and subject to the
provisions of applicable corporate law, if, after the Date of Grant of an Award,
the outstanding shares of Common Stock increase or decrease or change into or are exchanged for a different
number or kind of security by reason of any recapitalization, reclassification, stock split, reverse stock split,
combination of shares, exchange of shares, stock dividend, or other distribution payable in capital stock, or
some other increase or decrease in such Common Stock occurs without the Company’s receiving consideration,
the Administrator will make a proportionate and appropriate adjustment in the number of shares of Common Stock
underlying each Award, so that the proportionate interest of the participant immediately following such event will, to the
extent practicable, be the same as immediately before such event. Unless the Administrator determines another method
would be appropriate, any such adjustment to an Option will not change the total price with respect to shares of
Common Stock underlying the unexercised portion of an Option or SAR but will include a corresponding proportionate
adjustment in the Option’s or SAR’s Exercise Price.
The Administrator will make a commensurate change to the maximum number and kind of shares provided in the
STOCK SUBJECT TO PLAN section.
In the event of a declaration of an extraordinary dividend on the Common Stock payable in a form other than Common
Stock in an amount that has a material effect on the price of the Common Stock, the Administrator shall make such
adjustments as it, in its sole discretion, deems appropriate in the outstanding Awards and the maximum number of
shares provided in the Stock Subject to Plan section.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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