Danaher 2008 Annual Report Download - page 294

(d) Except as otherwise provided by Section 10(e) hereof, if the Company terminates the Executive’s employment other than for Cause or
Disability or if the Executive terminates the Executive’s employment for Good Reason as provided in Section 9(c) hereof, or if the Company terminates
this Agreement by giving notice of termination pursuant to Section 2, the Company shall pay or provide, on the respective Payment Due Dates or as
otherwise provided below, and shall have no further obligations to the Executive:
(i) The Accrued Obligations;
(ii) An amount equal to the sum of (x) the Executive’s Base Salary and (y) the average of the annual bonus awards paid to the Executive
with respect to the three years preceding the year of termination (but not to exceed two hundred and fifty percent (250%) of the Executive’s Base
Salary), in substantially equal proportionate installments in accordance with the Company’s normal payroll practices, commencing with the first
payroll period in the month following the month in which the Date of Termination occurs, for a period of two years;
(iii) The Company shall pay all reasonable legal fees and expenses incurred by the Executive as a result of such termination, including the
reasonable fees and expenses of enforcing the terms of this Agreement, if the Executive establishes that he was terminated without Cause or
terminated his employment for Good Reason, or in connection with any tax audit or proceeding to the extent attributable to the application of
Section 4999 of the Internal Revenue Code of 1986 as amended (the “Code”) to any payment or benefit provided hereunder;
(iv) For two years after the Date of Termination, or any longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue benefits to the Executive and the Executive’s family at least equal to those which would have been
provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the
Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is
eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under the other plan during the applicable period of eligibility; and
(v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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