Danaher 2008 Annual Report Download - page 263

The Committee shall determine whether such Performance Goals are attained, and such determination will be final and
conclusive. Each Performance Goal may be expressed in absolute and/or relative terms, may be based on or use
comparisons with internal targets, the past performance of the Company (including the performance of one or more
subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current performance of other
companies. In the case of earnings-based measures, Performance Goals may use comparisons relating to capital
(including, but not limited to, the cost of capital), shareholders’ equity and/or shares outstanding, or to assets or net
assets.
The measures used in setting Performance Goals under the Plan for any given Performance Period will, to the extent
applicable, be determined in accordance with generally accepted accounting principles (“GAAP”) and in a manner
consistent with the methods used in the Company’s audited financial statements, without regard to (i) extraordinary or
nonrecurring items in accordance with GAAP, (ii) the impact of any change in accounting principles that occurs during
the Performance Period (or that occurred during any period that the Performance Period is being compared to) and the
cumulative effect thereof (provided that the Committee may either apply the changed accounting principle to all periods
referenced in the Award, or exclude the changed accounting principle from all periods referenced in the Award),
(iii) goodwill and other intangible impairment charges, (iv) gains or charges associated with discontinued operations or
restructuring activities, (v) gains or charges related to the sale or impairment of assets, (vi) all charges directly related to
acquisitions, including all contingent liabilities identified as of the acquisition date, (vii) the impact of any change in tax
law that occurs during the Performance Period (or that occurred during any period that the Performance Period is being
compared to) which exceeds $10 million, and (viii) other objective income, expense, asset, and/or cash flow adjustments
as may be consistent with the purposes of the Performance Goals set for the given Performance Period and specified by
the Committee within the Applicable Period, unless in each case the Committee decides otherwise within the Applicable
Period; provided, that with respect to the gains and charges referred to in sections (iii) through (vi), only gains or
charges that individually or as part of a series of related items exceed $10 million are excluded.
In all cases, Performance Goals are to be set in a manner that will satisfy any applicable requirements under Treas. Reg.
Sec. 1.162-27(e)(2) (as amended from time to time). Subject to any amendment to such regulation, such requirements
include requirements that achieving Performance Goals be “substantially uncertain” at the time that they are established,
that Performance Goals be defined in such a
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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