Danaher 2008 Annual Report Download - page 295

(e) Other than Base Salary through the Date of Termination and the cost of participation in employee welfare benefit plans and programs pursuant
to Section 10(b)(ii) hereof to the extent excludable from the Executive’s income, the aggregate amounts payable pursuant to Sections 10(a) (except in the
case of termination because of the Executive’s death), 10(b), 10(c) and 10(d) hereof during the six-month period immediately following the Executive’s
termination of employment shall not exceed two hundred percent (200%) of the limit on annual compensation that may be taken into account for
qualified plan purposes under Section 401(a)(17) of the Code for the year of his termination of employment; provided that, if the Executive dies
following his termination of employment but prior to the six month anniversary of the date thereof, then any payments previously delayed in accordance
with this Section 10(e) will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and the limitations on
payments pursuant to this Section 10(e) shall cease to apply.
(f) Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the
Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial
portion of the Company’s assets (within the meaning of Section 280G of the Code) or by any affiliate of this person, whether paid or payable or
distributed or distributable pursuant to the terms of an employment agreement or otherwise (the “Total Payments”), would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties with respect to the excise tax (the excise tax, together with any interest or penalties, are
collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (an “Excise Tax Restoration Payment”)
in an amount that shall fund the payment by the Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise
Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on
the Excise Tax Restoration or any Excise Tax. The Excise Tax Restoration Payment shall be paid to the Executive no later than the time the Executive is
required to pay the underlying excise and income taxes.
(g) Mitigation. The Executive shall not be required to mitigate amounts payable pursuant to Section 10 hereof by seeking other employment
provided, however, that the Company’s obligation to continue to provide the Executive with fringe benefits pursuant to this Agreement above, shall cease
if the Executive and his family become eligible to participate in fringe benefits substantially similar to those provided for in this Agreement as a result of
the Executive’s employment during the period that the Executive and his family is entitled to these fringe benefits.
(h) No Additional Payments. Notwithstanding anything to the contrary in this Agreement, the Executive acknowledges and agrees that in the event
of the termination of his employment, even if in breach of this Agreement, he will be entitled only to those payments specified herein for the
circumstances of his termination, and not to any other payments by way of damages or claims of any nature, whether under this Agreement or under
any other agreements between the Executive and the Company.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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