Danaher 2008 Annual Report Download - page 305

Termination Payments. I agree that a transfer of my employment by the Company to a successor, assign or another affiliate, subsidiary or business unit of the
Company shall in no event constitute a “termination” of any kind. Paragraph 7(a) shall not apply to me if I have an independent contractor or consulting
relationship with the Company.
(1) For purposes of this Agreement, termination “without cause” shall mean that the Company terminates my employment for any reason,
including a reduction-in-force, other than for “cause.” “Cause” shall include the following, to be determined in the reasonable judgment of the Company:
(i) my dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Company, or any
other action in willful disregard of the interests of the Company;
(ii) my conviction of, or pleading guilty or no contest to (1) a felony, (2) any misdemeanor (other than a traffic violation), or (3) any other
crime or activity that would impair my ability to perform duties or impair the business reputation of the Company;
(iii) my refusal or willful failure to satisfactorily perform any duties assigned to me;
(iv) my failure or refusal to comply with Company standards, policies or procedures, including without limitation the Company’s
Standards of Conduct as amended from time to time;
(v) material misrepresentation or a breach of any of my representations, obligations or agreements under this Agreement;
(vi) my death; or
(vii) my incapacity due to physical or mental illness that results in absence from work on a full-time basis for twelve consecutive months.
(b) Severance Payment. The Company agrees that if the Company terminates my employment “without cause” (as defined above), I shall be entitled
to severance pay of three months of my base salary (excluding incentive compensation, bonus amounts, benefits and similar items) at the monthly rate in
effect on the date of my termination to be paid on the same schedule as if I were still employed by the Company (the “Severance Payments”) provided I sign a
release of all claims, including, but not limited to, those arising out of my employment and discontinuance of employment with the Company. Such release
must be executed at the time of termination, and will be in the format of the Company’s standard release in effect at that time. (A copy of the current version is
available from Human Resources for my review.) The Severance Payments will commence upon completion of the Termination Payments provided for in
Paragraph 7(a). The Company will reduce the amount of any Severance Payments for withholding and FICA taxes and any other withholdings and
contributions required by law. I agree that a transfer of my employment by the Company to a successor, assign or another affiliate, subsidiary or business
unit of the Company shall in no event constitute a “termination” of any kind. Paragraph 7(b) shall not apply to me if I have an independent contractor or
consulting relationship with the Company.
(c) Internal Revenue Code Section 409A Requirements . Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to
any payments and benefits otherwise payable to or provided to me under this Agreement. For purposes of Section 409A of the Internal Revenue Code of 1986,
as amended (“Section 409A”), each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In
addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest
extent possible under (1) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (2) (with respect to amounts paid no later than the
second calendar year following the calendar year containing my “separation from service” (as defined for purposes of Section 409A)) the “two-years/two-
times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.
If I am a “specified employee” as defined in Section 409A (and as applied according to Company procedures) as of my separation from service, to the
extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to
the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day following the six-month
anniversary of my separation from service, or (ii) my date of death; provided, however, that any payments delayed during this six-month period shall be paid
in the aggregate in a lump sum, without interest, on the first day of the seventh month following my separation from service. If this
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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