Danaher 2008 Annual Report Download - page 209

A Substantial Corporate Change means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of the Company with one or more corporations in which the Company is
not the surviving corporation,
the sale of substantially all of the assets of the Company to another corporation,
or any transaction (including a merger or reorganization in which the Company survives) approved by the Board
that results in any person or entity (other than any affiliate of the Company as defined in Rule 144(a)(1) under the
Securities Act) owning 100% of the combined voting power of all classes of stock of the Company.
SUBSIDIARY EMPLOYEES Employees of Company Subsidiaries will be entitled to participate in the Plan, except as otherwise designated by the
Board of Directors or the Administrator.
“Eligible Subsidiary” means each of the Company’s Subsidiaries, except as the Board otherwise specifies.
“Subsidiary” means any corporation, limited liability company, partnership or other entity (“ corporation”) (other than
the Company) in an unbroken chain of corporations beginning with the Company if, at the time an Award is granted to
a Participant under the Plan, each of the corporations (other than the last corporation in the unbroken chain) owns stock
or other equity possessing 20% or more of the total combined voting power of all classes of stock or equity in one of the
other corporations in such chain.
LEGAL COMPLIANCE The Company will not issue any shares of Common Stock under an Award until all applicable requirements imposed
by Federal and state securities and other laws, rules, and regulations, and by any applicable regulatory agencies or
stock exchanges, have been fully met. To that end, the Company may require the participant to take any reasonable
action to comply with such requirements before issuing such shares. No provision in the Plan or action taken under it
authorizes any action that is otherwise prohibited by Federal or state laws, rules, or regulations, or by any applicable
regulatory agencies or stock exchanges.
- 13 -
Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.