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DANAHER CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN Election to Defer Form

Executive Compensation Plan Agreement

DANAHER CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN Election to Defer Form | Document Parties: Danaher Corporation You are currently viewing:
This Executive Compensation Plan Agreement involves

Danaher Corporation

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Title: DANAHER CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN Election to Defer Form
Date: 2/25/2009
Industry: Scientific and Technical Instr.     Sector: Technology

DANAHER CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN Election to Defer Form, Parties: danaher corporation
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Exhibit 10.3

DANAHER CORPORATION

NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN

Election to Defer Form

This Agreement made as of                      ,          by and between                                  , an individual residing at                                  (the “Participant”), and Danaher Corporation (the “Company”) pursuant to the Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”).

WHEREAS, the Company has established the Sub-Plan under the Danaher Corporation 2007 Stock Incentive Plan (the “2007 Stock Incentive Plan”) on behalf of its eligible non-employee Directors, and the Participant is eligible to make an election to defer all or a portion of his or her aggregate cash Compensation as a Director in any Plan Year pursuant to the terms and conditions of the Sub-Plan.

NOW THEREFORE, the parties agree as follows:

(i) General . Capitalized terms not defined herein shall have the same meaning as set forth in the 2007 Stock Incentive Plan or the Sub-Plan. In the event of a conflict or inconsistency between this Election to Defer Form and the Sub-Plan, the Sub-Plan shall control.

(ii) Deferral Amount. The Company and the Participant agree that the percentage of the Participant’s cash Compensation (i.e., cash Retainer, cash Meeting Fees, and cash Chairperson Fees (if any)), designated below, which would otherwise be payable with respect to services performed as a Director during a Plan Year beginning after the date hereof (or with respect to a newly-appointed Director, during the remainder of the Plan Year after this Election to Defer Form is submitted to the Administrator) and each Plan Year thereafter, shall instead be credited to the Participant’s account established under the Sub-Plan:

[Please check one of the following:]

 

 

¨

25% of Compensation

 

 

¨

50% of Compensation

 

 

¨

75% of Compensation

 

 

¨

100% of Compensation

(iii) Participant’s Account. The amount so deferred shall be credited to the Participant’s account as of the quarterly date the amount deferred otherwise would have been paid to the Participant. All amounts credited to the Participant’s account shall be credited as Phantom Shares. The number of whole and partial Phantom Shares credited to the Participant’s account will be based upon the dollar amount deferred for the applicable quarterly period divided by the Fair Market Value of the Company’s Common Stock on the date the amount deferred otherwise would have been paid to the Participant. The value of a Phantom Share credited to a Participant’s account shall thereafter fluctuate pari passu with the Fair Market Value of a share of the Company’s Common Stock. Participant acknowledges that (a) Phantom Shares do not constitute stock or any other equity interest in the Company and (b) the value of the shares of Company Common Stock that the Participant receives in respect of Phantom Shares upon distribution may be more or less than the initial deferral amount that relates to such Phantom Shares.


(iv) Deferral Period. Subject to Section 4.6 of the Sub-Plan, the Phantom Shares credited to a Participant’s account shall be converted into shares of Common Stock and distributed to the Participant upon the earliest of (1) the distribution event elected by the Participant below, (2) the date the Participant dies, or (3) a Change in Control of the Company:

[Please check one of the following:]

 

 

¨

Termination of Service

 

 

¨

First anniversary of Termination of Service

 

 

¨

Second anniversary of Termination of Service

 

 

¨

Third anniversary of Termination of Service

 

 

¨

Fourth anniversary of Termination of Service

 

 

¨

Fifth anniversary of Termination of Service

(v) Change in Deferral Period . Notwithstanding the foregoing and with respect to Participants who have elected distribution upon Termination of Service only, as provided in Section 4.4 of the Sub-Plan, after making the election to receive a distribution upon Termination of Service in (iv) above, the Participant may make one subsequent election to change such deferral period; provided, that such subsequent election (1) may only extend the deferral period to the


 
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