Danaher 2008 Annual Report Download - page 286

5. Compensation.
(a) Base Salary. The Company shall pay to the Executive an annual base salary (the “Base Salary”) at the rate of $600,000 per year. The Base
Salary shall be reviewed for increases no less frequently than annually on the same basis as such salary reviews are made with respect to other executive
officers of the Company. If the Executive’s Base Salary is increased, the increased amount shall be the Base Salary for the remainder of the term of the
Executive’s employment hereunder. The Base Salary shall be payable biweekly or in such other installments as shall be consistent with the Company’s
payroll procedures.
(b) Annual Bonus. During 2009 and each succeeding calendar year of the term, the Executive shall have a bonus opportunity of which the
baseline annual bonus percentage shall be one hundred twenty-five percent (125%) of the Executive’s Base Salary; provided that if the bonus program
shall thereafter be revised, the Executive’s overall bonus opportunity shall be comparable; and further provided that the Executive’s maximum bonus
opportunity for extraordinary performance, expressed as a percentage of the product of the baseline annual bonus percentage and the Executive’s Base
Salary, shall be not less favorable than that provided for the Executive on the Effective Date, or for the President and Chief Executive Officer, following
any appointment to that office (the “Annual Bonus”). The amount of the Annual Bonus shall be determined by the Compensation Committee of the
Board in its sole discretion, based upon the Company’s achievement of pre-established, objective budgetary and other performance goals. For any year
in which the Company has a shareholder approved bonus plan meeting the requirements of Section 162(m) of the Internal Revenue Code, such bonus
shall be determined by such committee in a manner that will permit the Annual Bonus payable to the Executive to be fully deductible by the Company.
The amount of each Annual Bonus shall be determined and paid not later than 15 days after the Company’s earnings for the preceding fiscal year have
been publicly announced.
(c) Other Benefits. The Company shall maintain in full force and effect, and the Executive shall be entitled to participate in, all of the employee
benefit and fringe benefit plans and arrangements in effect on the date hereof in which executives of the Company participate or plans or arrangements
providing the Executive with at least equivalent benefits thereunder (including, without limitation, the Executive Deferred Incentive Program, and each
group life insurance and accident plan, medical and dental insurance plans, and disability plan); provided, however, that, changes in such plans or
arrangements may be made, including termination of such plans or arrangements if it occurs pursuant to a program applicable to all executives of the
Company and does not result in a proportionately greater reduction in the rights of or benefits to the Executive as compared with any other executive of
the Company. Nothing paid to the Executive under any fringe plan or arrangement presently in effect or made available in the future shall be deemed to
be in lieu of the salary payable to the Executive pursuant to Section 5(a). Any payments or benefits payable to the Executive under this Section 5(c) in
respect of any calendar year during which the Executive is employed by the Company for less than the entire such year shall, unless otherwise provided
in the applicable plan or arrangement be pro-rated in accordance with the number of days in such calendar year during which he is so employed.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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