Danaher 2008 Annual Report Download - page 291

(vii) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement.
(d) Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean any one or more of the following circumstances:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of the greater of (1) 30% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”) and (2) the lowest whole number percentage which is greater than the
combined percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities owned by Steven and Mitchell
Rales and affiliates (within the meaning of Rule 12b-2 of the Securities Exchange Act of 1934, as amended) of Steven and Mitchell Rales (without
duplication); provided, however, that for purposes of this subsection any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company shall not constitute a Change of Control; or
(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election
by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though the individual were a member of the Incumbent Board, but excluding, for this purpose, any individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case, unless, following a Business Combination, all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding
shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from the Business Combination (including, without limitation, a corporation which as a
result of the transaction owns the Company or all or substantially
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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