Danaher 2012 Annual Report Download - page 123

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 A recommendation will be made to the Compensation Committee of Danaher’s Board of Directors to grant you stock
options and RSUs with a total target award value of $3,500,000 (representing the combined target award value of a 2012
annual grant and a new hire grant), at its next regularly scheduled meeting after the commencement of your employment at
which equity awards are considered. The awards approved by the Compensation Committee 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 dollar value of your “new hire” grant is $2,100,000 which would be awarded entirely in RSUs and
would vest 20% on each of the first five anniversaries of the grant date, assuming continued employment. The target
award dollar value attributable to these RSUs will be converted into a specific number of RSUs (rounded up to the
nearest five) based on the average closing price of Danaher’s common stock over a 15-day trading period ending on
the 7th business day before the grant date (the “average price”).
•The target award dollar value of your 2012 annual grant will be $1,400,000 which will be split evenly between stock
options and RSUs. The target award dollar 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 the average price.
The target award dollar value attributable to RSUs will be converted into a specific number of RSUs (rounded up to
the nearest five) using the average price. 1/3 of these stock options and RSUs would vest on each of the third, fourth
and fifth anniversaries of the grant date, assuming continued employment and satisfaction of applicable performance
conditions.
 The Company will pay you a signing bonus equal to $1,200,000, payable in four separate payments of $300,000 each
(subject to applicable tax withholding). The first payment will be made within 30 days after your employment start date,
and the remaining three payments will be made within 30 days of the second, third and fourth anniversaries of such start
date, respectively, with each payment being subject to: (i) your continued active employment with Danaher through and on
the date of such payment; and (ii) except as to the first payment, your timely execution without revocation of a general
release of claims in favor of Danaher Corporation and its affiliates in a form reasonably satisfactory to the Company.
 The Company will pay you a retention bonus equal to $2,400,000, payable in three separate payments of $800,000 (subject
to applicable tax withholding). Each payment will be made within 30 days of the eighth, ninth, and tenth anniversaries of
your employment start date, respectively, with each payment being subject to: (i) your continued active employment with
Danaher through and on the date of such payment; and (ii) your timely execution without revocation of a general release of
claims in favor of Danaher Corporation and its affiliates in a form reasonably satisfactory to the Company.
Source: DANAHER CORP /DE/, 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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