Danaher 2008 Annual Report Download - page 293

(iii) any deferred compensation (together with any accrued interest or earnings thereon) including but not limited to deferred bonuses
allocated or credited to the Executive or his account as of the Date of Termination, or date of payment, if later;
(iv) the product of (x) an amount equal to the average of the annual bonus awards paid to the Executive with respect to the three years
preceding the year of termination, but not to exceed two hundred and fifty percent (250%) of the Executive’s Base Salary, times (y) the number of
days in the calendar year of termination through the Date of Termination, divided by 365; and
(v) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided as of the Date of Termination
or which the Executive is eligible to receive at the Date of Termination in accordance with the terms of any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies, it being understood, however, that, unless otherwise specified elsewhere in
this Agreement or in the other such plan, program, policy, practice or contract because of the nature of the termination, no amounts or benefits
shall vest as a result of the termination and employee benefits shall cease to accrue as of the Date of Termination.
For purposes of this Agreement, the amounts listed in subsections (i) through (v) above shall be collectively referred to as the “Accrued Obligations.”
(b) (i) Except as otherwise provided by Section 10(e) hereof, if the Company terminates the Executive’s employment for Disability as provided in
Section 9(b)(i) hereof, the Company shall pay or provide the Executive all of the Accrued Obligations, on the respective Payment Due Dates, and the
Company shall have no further obligations to the Executive under this Agreement except as provided in clause (ii) below; provided, that payments made
to the Executive during the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any
payment under disability benefit plans of the Company, to the extent not previously applied to reduce any payment.
(ii) The Company shall maintain in full force and effect, for the continued benefit of the Executive for twelve months following the Date of
Termination due to Disability, all employee welfare benefit plans and programs in which the Executive was entitled to participate immediately
prior to the Date of Termination provided that the Executive’s continued participation is possible under the general terms and provisions of such
plans and programs. In the event that the Executive’s participation in any such plan or program is barred, the Company shall arrange to provide
the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and
programs from which his continued participation is barred.
(c) Except as otherwise provided by Section 10(e) hereof, if the Company terminates the Executive’s employment for Cause as provided in
Section 9(b)(ii) hereof, or if the Executive terminates his employment without Good Reason, the Company shall pay or provide, on the respective
Payment Due Dates, the Executive all of the Accrued Obligations, other than the payment described in Section 10(a)(iv) hereof, and the Company shall
have no further obligations to the Executive under this Agreement.
9
Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.