Danaher 2009 Annual Report Download - page 117

Exhibit 10.19
Danaher Corporation
Description of Non-Management Director Compensation Arrangements
Following is a description of the compensation arrangements for each of the Company’s non-management directors. For 2010, our non-management
directors receive:
• an annual cash retainer of $40,000, paid in four, equal installments following each quarter of service;
• $2,500 for each board meeting they attend (whether by telephone or in person);
• $1,000 for each committee meeting they attend (whether by telephone or in person);
• an annual grant of options to purchase 4,000 shares of Danaher common stock with a ten-year term, which grant is fully vested as of the date of grant;
and
• payment of or reimbursement for Danaher-related out-of-pocket expenses, including travel expenses.
In addition, the chair of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee receives an annual retainer of
$15,000, paid in quarterly installments.
Each non-employee director can elect to defer all or a part of the cash director fees that he or she receives with respect to a particular year under the Non-
Employee Directors’ Deferred Compensation Plan, which is a sub-plan under the 2007 Stock Incentive Plan. Amounts deferred under the plan are converted
into a particular number of phantom shares of Danaher common stock, calculated based on the closing price on the quarterly date that such fees would
otherwise have been paid. A director may elect to have his or her plan balance distributed upon cessation of Board service, or one, two, three, four or five years
after cessation of Board service. All distributions from the plan are in the form of shares of Danaher common stock.
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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