Danaher 2008 Annual Report Download - page 290

(iii) The Company, in the sole discretion of the Board, may terminate the Executive’s employment hereunder at any time other than for
Disability or Cause, for any reason or for no reason at all.
(c) By the Executive. The Executive may terminate the Executive’s employment hereunder at any time, with or without “Good Reason”, provided
that any termination for Good Reason shall in no event occur more than two years following the initial existence of the condition alleged to constitute
Good Reason. For purposes of this Agreement, “Good Reason” shall mean any one or more of the following circumstances:
(i) A failure by the Company to comply with any material provision of this Agreement which has not been cured within thirty (30) days
after notice of such noncompliance has been given by the Executive to the Company, including, without limitation, any failure to appoint or
continue the Executive to an office or position as required by this Agreement;
(ii) Any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 9(e) hereof (and for purposes of this Agreement no such purported termination shall be effective);
(iii) The assignment to the Executive of any duties materially inconsistent with his status as the President and Chief Executive Officer of the
Company or a material adverse alteration in the nature or status of his responsibilities in connection with such positions;
(iv) Relocation of the Executive to a location which is not within Washington, the District of Columbia, or the suburban Maryland or
Virginia area adjacent to the District of Columbia, except for required travel on the Company’s business to an extent substantially consistent with
the Executive’s business travel obligations;
(v) The failure by the Company to continue in effect any compensation or benefit plan in which the Executive participated as of the
Effective Date and which is material to the Executive’s aggregate compensation and benefits hereunder, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s
participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive’s participation relative to other participants, as existed at the Effective Date;
(vi) If there is a Change of Control, merger, acquisition or other similar affiliation with another entity (a “Corporate Event”) and the
Executive does not continue as the President and Chief Executive Officer of the most senior resulting entity of the affiliated group of which
Company or the surviving entity is a member after the Corporate Event; or
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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