Danaher 2008 Annual Report Download - page 261

The Committee is responsible for the general operation and administration of the Plan and for carrying out its provisions
and has full discretion in interpreting and administering the provisions of the Plan. Subject to the express provisions of
the Plan, the Committee may exercise such powers and authority of the Board as the Committee may find necessary or
appropriate to carry out its functions. The Committee will exercise its powers under the Plan in a manner that preserves
the Company’s Federal income tax deduction for payments made under the Plan, in accordance with the requirements of
Section 162(m), to the maximum practical extent.
GENERAL RESPONSIBILITIES
OF THE COMMITTEE
Subject to the terms of the Plan, for each Performance Period the Committee will:
establish each Participant’s potential Award,
define Performance Goals and other Award terms and conditions for each Participant,
determine and certify in writing the Award amounts earned, based on actual performance as compared to the
Performance Goals,
determine and make permitted Negative Discretion Adjustments to Awards otherwise earned, and
decide whether, under what circumstances, and subject to what terms, Awards will be paid on a deferred basis
(including automatic deferrals at the Committee’s election or elective deferrals at the election of Participants).
Unless the Plan otherwise expressly provides, all designations, determinations, interpretations, and other decisions
made under or with respect to the Plan and all Awards made under the Plan are within the sole and absolute discretion of
the Committee and will be final, conclusive and binding on all persons, including the Company, Participants, and
Beneficiaries or other persons having or claiming any rights under the Plan.
AWARDS For any single Performance Period, an Award shall only be payable to a Participant if the Company has positive net
income for such Performance Period as determined under GAAP and the amount payable to a Participant for such
Performance Period shall equal the lesser of (1) five million dollars ($5,000,000.00), or (2) the amount earned pursuant
to the Performance Goals and other Award terms and conditions established by the Committee with respect to such
Performance Period; in each case, subject to any further Negative Discretion Adjustments as the Committee may
determine. The Committee will establish each Participant’s potential Award, including the applicable Performance Goals
and related terms and conditions, for each Performance Period within the Applicable Period. A Participant’s potential
Award may be expressed in dollars or may be based on a formula that is consistent with the provisions of the Plan.
- 2 -
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.