Danaher 2008 Annual Report Download - page 213

DURATION OF PLAN Unless the Board extends the Plan’s term, the Administrator may not grant Awards after May 4, 2008. The Plan will
then terminate but will continue to govern unexercised and unexpired Awards.
CODE SECTION 409A
REQUIREMENTS
Notwithstanding anything to the contrary in this Plan or any Award agreement, these provisions shall apply to any
payments and benefits otherwise payable to or provided to a participant under this Plan and any Award. For purposes of
Code Section 409A, each “payment” (as defined by Code Section 409A) made under this Plan or an Award shall be
considered a “separate payment.” In addition, for purposes of Code Section 409A, payments shall be deemed exempt
from the definition of deferred compensation under Code Section 409A to the fullest extent possible under (i) the “short-
term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation
pay no later than the second calendar year following the calendar year containing the participant’s “separation from
service” (as defined for purposes of Code Section 409A)) the “two years/two-times” separation pay exemption of
Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.
If the participant is a “specified employee” as defined in Code Section 409A (and as applied according to procedures of
the Company and its affiliates) as of his separation from service, to the extent any payment under this Plan or an Award
constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A), and to
the extent required by Code Section 409A, no payments due under this Plan or an Award may be made until the earlier
of: (i) the first day of the seventh month following the participant’s separation from service, or (ii) the participant’s date
of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a
lump sum, without interest, on the first day of the seventh month following the participant’s separation from service. If
this Plan or any Award fails to meet the requirements of Code Section 409A, neither the Company nor any of its
affiliates shall have any liability for any tax, penalty or interest imposed on the participant by Code Section 409A, and
the participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty
or interest imposed by Code Section 409A.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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