Danaher 2008 Annual Report Download - page 292

all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to the Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be; or
(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
(e) Notice of Termination. Any termination of the Executive’s employment by the Company or the Executive (other than pursuant to Section 9(a)
hereof) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 11 hereof. For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any,
and, if for “Cause” or for “Good Reason”, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of
the Executive’s employment under the provision so indicated and must be given within ninety (90) days of the initial existence of the condition alleged to
constitute Cause or Good Reason, as the case may be.
(f) Date of Termination. For purposes of this Agreement, the “Date of Termination” shall mean (i) if the Executive’s employment is terminated by
the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated pursuant to Section 9(b)(i) hereof, thirty
(30) days after Notice of Termination, provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time
basis during this 30-day period; (iii) if the Executive’s employment is terminated pursuant to Section 9(b)(ii) or 9(c) hereof, the date specified in the
Notice of Termination; and (iv) if the Executive’s employment is terminated for any other reason, the date on which Notice of Termination is given.
10. Compensation Upon Termination.
(a) If the Executive terminates this Agreement by giving notice of termination pursuant to Section 2, or if the Executive’s employment is terminated
by the Executive’s death, the Company shall pay or provide the following amounts to the Executive or to the Executive’s estate (or as may be directed by
the legal representatives of the estate), as the case may be, except as otherwise provided by Section 10(e) hereof, not later than 14 days from the Date of
Termination in the case of the payments referred to in clauses (i), (ii) and (iii) below, not later than two and one-half months following the end of the
calendar year in which the Date of Termination occurs in the case of payments referred to in clause (iv) below, and, at the time when such payments are
due in the case of the payments referred to in clause (v) below (the respective “Payment Due Dates”) and the Company shall have no further obligations
to the Executive under this Agreement:
(i) Base Salary through the Date of Termination;
(ii) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable
programs;
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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