Danaher 2008 Annual Report Download - page 267

AMENDMENT OR
TERMINATION
OF PLAN
Subject to the limitations set forth in this section, the Board may amend, suspend, or terminate the Plan at any time,
without the consent of the Participants or their Beneficiaries.
The Board or the Committee may make any amendments necessary to comply with applicable regulatory requirements,
including Section 162(m) and regulations thereunder.
The Board must submit any Plan amendment to the Company’s shareholders for their approval if and to the extent such
approval is required under Section 162(m).
LIMITATIONS ON
LIABILITY
No member of the Committee and no other individual acting as a director, officer, other employee or agent of the
Company will be liable to any Participant, former Participant, spouse, Beneficiary, or any other person or entity for any
claim, loss, liability, or expense incurred in connection with the Plan. No member of the Committee will be liable for any
action or determination (including, but limited to, any decision not to act) made in good faith with respect to the Plan or
any Award under the Plan. If a Committee member intended to qualify as an ‘outside director’ under Section 162(m)
does not in fact so qualify, the mere fact of such nonqualification will not invalidate any award or other action made by
the Committee under the Plan that otherwise was validly made under the Plan.
NO EMPLOYMENT
CONTRACT
Nothing contained in this Plan constitutes an employment contract between the Company and the Participants. The Plan
does not give any Participant any right to be retained in the Company’s employ, nor does it enlarge or diminish the
Company’s right to end the Participant’s employment or other relationship with the Company.
APPLICABLE LAW The laws of the State of Delaware (other than its choice of law provisions) govern this Plan and its interpretation.
DURATION OF
THE PLAN
The Plan will remain effective until terminated by the Board, provided, however, that the continued effectiveness of the
Plan will be subject to the approval of the Company’s shareholders at such times and in such manner as Section
162(m) may require.
DISCLOSURE AND
APPROVAL OF
THE PLAN
The Plan must be submitted to Company shareholders for their approval. The specific terms of the Plan, including the
class of employees eligible to be Participants, the Performance Goals, and the terms of payment of Awards, must be
disclosed to the shareholders to the extent Section 162(m) requires. The shareholders must approve the Plan by a
separate vote after such disclosure. If the shareholders do not approve the Plan, the Plan will be treated as void and of no
effect.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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