Danaher 2008 Annual Report Download - page 210

The Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933 (“ Securities
Act”) and the Securities Exchange Act of 1934 (“ Exchange Act”) and all regulations and rules the Securities and
Exchange Commission issues under those laws. Notwithstanding anything in the Plan to the contrary, the Administrator
must administer the Plan, and Awards may be granted and exercised, only in a way that conforms to such laws, rules,
and regulations. To the extent permitted by applicable law, the Plan and any Awards will be deemed amended to the
extent necessary to conform to such laws, rules, and regulations.
PURCHASE FOR
INVESTMENT AND OTHER
RESTRICTIONS
Unless a registration statement under the Securities Act covers the shares of Common Stock a participant receives under
an Award, the Administrator may require, at the time of such grant and/or exercise and/or lapse of restrictions, that the
participant agree in writing to acquire such shares for investment and not for public resale or distribution, unless and
until the shares subject to the Award are registered under the Securities Act. Unless the shares are registered under the
Securities Act, the participant must acknowledge:
that the shares received under the Award are not so registered,
that the participant may not sell or otherwise transfer the shares unless the shares have been registered under the
Securities Act in connection with the sale or transfer thereof, or
counsel satisfactory to the Company has issued an opinion satisfactory to the Company that the sale or other
transfer of such shares is exempt from registration under the Securities Act, and
such sale or transfer complies with all other applicable laws, rules, and regulations, including all applicable
Federal and state securities laws, rules, and regulations.
Additionally, the Common Stock, when issued under an Award, will be subject to any other transfer restrictions, rights
of first refusal, and rights of repurchase set forth in or incorporated by reference into other applicable documents,
including the Company’s articles or certificate of incorporation, by-laws, or generally applicable stockholders’
agreements.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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