Danaher 2014 Annual Report Download - page 121

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7. Additional Payments (Applicable Only to Employees).
(a) Termination Payments. As additional consideration for my obligations in this Agreement, the Company agrees that if the Company terminates
my employment with the Company "without cause" (as defined below), I shall be entitled to nine months base salary (excluding incentive compensation,
bonus amounts, benefits and similar items) at the monthly rate in effect at the time of my termination to be paid on the same schedule as if I were still an
employee (the "Termination Payments"). The Company will reduce the amount of any Termination Payments for withholding and FICA taxes and any other
withholdings and contributions required by law. If the Company terminates me for "cause," or if I terminate my employment for any reason, I shall not be
entitled to any 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
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Source: DANAHER CORP /DE/, 10-K, February 25, 2015 Powered by Morningstar® Document Research℠
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