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:]
(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:]
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First
anniversary of Termination of Service
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Second
anniversary of Termination of Service
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Third
anniversary of Termination of Service
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Fourth
anniversary of Termination of Service
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Fifth
anniversary of Termination of Service
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(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