Danaher 2008 Annual Report Download - page 265

FORFEITURE
OR PRORATION
Within the Applicable Period and subject to the Committee certification required for payment of Awards, the Committee
may adopt such forfeiture, proration, or other rules as it deems appropriate, in its sole and absolute discretion, regarding
the impact on Awards of a Participant’s death, Disability, or other events or situations determined by the Committee to
constitute an appropriate exception to attainment of any Performance Goal for purposes of Treas. Reg. Sec. 1.162-
27(e)(2) (as amended from time to time).
A Participant shall be considered to have a Disability if the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be expected to result in death
or that has lasted or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of
any medically determinable physical or mental impairment which can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer.
NEGATIVE
DISCRETION
ADJUSTMENTS
The Committee’s powers include the power to make Negative Discretion Adjustments, which are adjustments that
eliminate or reduce (but not increase) an Award otherwise payable to a Participant for a Performance Period. No Negative
Discretion Adjustment may cause an Award to fail to qualify as “performance based compensation” under Section
162(m).
OTHER
PLANS
A Participant in this Plan may not also participate in the Company’s general bonus plans during any Performance
Period if such participation would cause an Award under this Plan to fail to qualify as “performance based” under
Section 162(m).
Awards will not be treated as compensation for purposes of any other compensation or benefit plan, program, or
arrangement of the Company or any subsidiary unless and except to the extent that the Board or the Committee
determines in writing.
Neither the adoption of this Plan nor the submission of the Plan to the Company’s shareholders for approval will be
construed as limiting the power of the Board or the Committee to adopt such other incentive arrangements as either may
otherwise deem appropriate.
LEGAL
COMPLIANCE
The Company will not make payments of Awards until all applicable requirements imposed by Federal and state laws,
rules, and regulations, and by any applicable regulatory agencies, have been fully met. No provision in the Plan or
action taken under it authorizes any action that Federal or state laws otherwise prohibit.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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