Danaher 2014 Annual Report Download - page 133

In addition, a recommendation will be made to the Compensation Committee of Danaher’s Board of Directors to grant you an equity award as part of
Danaher’s annual equity compensation program at its next regularly scheduled meeting after your Start Date at which equity awards are considered. The
target award value of this grant would be $2,100,000 (“2014 Annual Award”) which would be split evenly between stock options and RSUs and would vest
50% on each of the fourth and fifth anniversaries of the grant date, assuming continued employment. You will be eligible annually for an equity award under
Danaher’s equity compensation program.
The equity awards set forth above will be solely governed by the terms and conditions set forth in Danaher’s 2007 Stock Incentive Plan and in the particular
form of award agreement required to be signed with respect to each award.
• The target award value attributable to stock options will be converted into a specific number of options (rounded up to the nearest ten) based on an
assumed value per option equal to 40% of Danaher’s “average closing price”. Danaher’s “average closing price” means the average closing price of
Danaher’s common stock over a 20-day trading period ending on the grant date.
• The target award value attributable to RSUs will be converted into a specific number of RSUs (rounded up to the nearest five) using the same
“average closing price.”
• RSUs will be subject to the Company’s standard performance criteria, and will be deductible under Section 162(m) of the Internal Revenue Code.
While historically Danaher’s share price has increased over time, Danaher cannot guarantee that any RSUs or stock options granted to you will ultimately
have any particular value or any value.
EDIP Program: You will be included in a select group of executives who participate in the Executive Deferred Incentive Program (EDIP), an exclusive, non-
qualified executive benefit designed to supplement retirement benefits that otherwise are limited by IRS regulations; and provide the opportunity for you to
defer taxation on a portion of your current income (base salary or bonus or both). Initially, the Company will contribute an amount equal to 6% of your total
target cash compensation into your EDIP account annually (pro-rated for any initial partial year of eligibility as applicable). Vesting requirements and your
participation in the EDIP are subject to all of the terms and conditions set forth in such plan. Additional information on the EDIP will be provided to you by
a member of the Corporate Benefits team before your EDIP eligibility date.
Severance Benefits: You will be eligible for severance pay and benefits pursuant to the Senior Leaders Severance Pay Plan for Danaher Corporation and its
Affiliated Entities, As Restated and Amended January 1, 2013 (“Severance Plan”). For purposes of Section III.B of the Severance Plan, the total amount of
severance pay for which you are eligible will be equal to your annual base salary at the time of your employment termination multiplied by (1 + your target
bonus percentage under the annual cash incentive compensation plan as of the time of termination). Except for the foregoing provision, all other aspects of
your severance pay and benefits shall be governed solely by the terms and conditions of the Severance Plan.
Relocation: The Company is pleased to provide relocation benefits through CapRelo, our third party relocation services company. Our CapRelo
representative will contact you to explain the services, assistance and benefits provided under the Corporate/Executive Officer Relocation Policy for Danaher
Corporation and its Affiliates, coordinate your relocation coverage and answer any questions that you may have.
Reimbursement for Financial and Tax Assistance: The Company will reimburse you for financial planning and tax preparation services in an amount not to
exceed $5,000 per year provided you provide appropriate and satisfactory documentation for such reimbursement and such expenses otherwise satisfy the
Company’s practices and policies.
At-Will Employment: Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your
employment with the Company will be on an at-will basis, which means that either you or the Company can terminate the employment relationship at any
time and for any reason (or no reason), with or without notice.
Source: DANAHER CORP /DE/, 10-K, February 25, 2015 Powered by Morningstar® Document Research℠
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