Danaher 2008 Annual Report Download - page 208

Any issue by the Company of any class of preferred stock, or securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by reason thereof will be made with respect to, the number of
shares of Common Stock subject to any Award or the Exercise Price except as this ADJUSTMENTS section
specifically provides. The grant of an Award under the Plan will not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to
merge or to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets.
Substantial Corporate Change Upon a Substantial Corporate Change, the Plan and any forfeitable portions of the Awards will terminate unless
provision is made in writing in connection with such transaction for the assumption or continuation of outstanding
Awards, or the substitution for such Awards of any options or grants covering the stock or securities of a successor
employer corporation, or a parent or subsidiary of such successor, with appropriate adjustments as to the number and
kind of shares of stock and prices, in which event the Awards will continue in the manner and under the terms so
provided.
Unless the Board determines otherwise, if an Award would otherwise terminate pursuant to the preceding sentence, the
Administrator will either
provide optionees or holders of SARs will have the right, at such time before the consummation of the transaction
causing such termination as the Board reasonably designates, to exercise any unexercised portions of an Option or
SAR, whether or not they had previously become exercisable, or
for any Awards, cause the Company, or agree to allow the successor, to cancel each Award after payment to the
participant of an amount in cash, cash equivalents, or successor equity interests substantially equal to the Fair
Market Value under the transaction (minus, for Options and SARs, the Exercise Price for the shares covered by
the Option or SAR (and for any Awards, where the Board or the Administrator determines it is appropriate, any
required tax withholdings)).
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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