Danaher 2008 Annual Report Download - page 211

The Administrator may, in its sole discretion, take whatever additional actions it deems appropriate to comply with
such restrictions and applicable laws, including placing legends on certificates and issuing stop-transfer orders to
transfer agents and registrars.
TAX WITHHOLDING The participant must satisfy all applicable Federal, state, and local income and employment tax withholding
requirements before the Company will deliver stock certificates or otherwise recognize ownership or nonforfeitability
under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on
salary or wages. If the Company does not or cannot withhold from other compensation, the participant must pay the
Company, with a cashier’s check or certified check, the full amounts required for withholding. Payment of withholding
obligations is due at the same time as is payment of the Exercise Price or lapse of restrictions, as applicable. If the
Administrator so determines, the participant may instead satisfy the withholding obligations (i) by directing the
Company to retain shares from the Option exercise or release of the Award, (ii) by tendering previously owned shares,
(iii) by attesting to his ownership of shares (with the distribution of net shares), or (iv) by having a broker tender to the
Company cash equal to the withholding taxes, subject, in each of the first three clauses, to a withholding of no more
than the minimum applicable tax withholding rate.
TRANSFERS, ASSIGNMENTS
OR PLEDGES
Unless the Administrator otherwise approves in advance in writing or as set forth below, an Award may not be assigned,
pledged, or otherwise transferred in any way, whether by operation of law or otherwise or through any legal or equitable
proceedings (including bankruptcy), by the participant to any person, except by will or by operation of applicable laws
of descent and distribution. If necessary to comply with Rule 16b-3 under the Exchange Act, the participant may not
transfer or pledge shares of Common Stock acquired under an Award until at least six months have elapsed from (but
excluding) the Date of Grant, unless the Administrator approves otherwise in advance in writing. The Administrator
may, in its discretion, expressly provide that a participant may transfer his Award, without receiving consideration, to
(i) members of the optionee’s immediate family (children, grandchildren, or spouse), (ii) trusts for the benefit of such
family members, or (iii) partnerships whose only partners are such family members.
AMENDMENT OR
TERMINATION OF PLAN AND
OPTIONS
The Board may amend, suspend, or terminate the Plan at any time, without the consent of the participants or their
beneficiaries; provided, however, that no amendment will deprive any participant or beneficiary of any previously
declared Award. Except as required by law or by the CORPORATE CHANGES section, the
- 15 -
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.