Danaher 2008 Annual Report Download - page 268

CODE SECTION 409A
REQUIREMENTS
Notwithstanding anything to the contrary in this Plan, these provisions shall apply to any payments and benefits
otherwise payable to or provided to a Participant under this Plan. For purposes of Code Section 409A, each “payment”
(as defined by Code Section 409A) made under this Plan 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 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 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 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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