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DANAHER CORPORATION 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

Option Agreement

DANAHER CORPORATION 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT | Document Parties: DANAHER CORPORATION You are currently viewing:
This Option Agreement involves

DANAHER CORPORATION

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Title: DANAHER CORPORATION 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Date: 7/19/2007

DANAHER CORPORATION 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT, Parties: danaher corporation
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Exhibit 10.5

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

(Non-US Employees)

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

 

I. NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

Date of Grant      
Exercise Price per Share   $                                                                                                                         
Total Number of Shares Granted      
Total Exercise Price   $                                                                                                                         
Type of Option   U.S. Nonstatutory Stock Option
Expiration Date   Tenth anniversary of Date of Grant
Vesting Schedule  
Time-Based Vesting Criteria      
and/or  
[Performance Objective]      

 

II. AGREEMENT

1. Grant of Option . The Company hereby grants to the Optionee named in the Notice of Stock Option Grant (the “Optionee”), an option (the “Option”) to purchase the number of shares (the “Shares”) set forth in the Notice of Stock Option Grant, at the exercise price per Share set

 


forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

2. Vesting .

(a) Vesting Schedule . Except as may otherwise be set forth in this Option Agreement or in the Plan, Options awarded to an Optionee shall not vest until the Optionee (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such Options and (ii) continues to be actively employed with the Company or an Eligible Subsidiary for the periods required to satisfy the time-based vesting criteria (“Time-Based Vesting Criteria”) applicable to such Options. The Performance Objective and Time-Based Vesting Criteria applicable to an Option are collectively referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are satisfied is referred to as the “Vesting Date.” The Vesting Conditions for an Option received by an Optionee shall be established by the Compensation Committee (the “Committee”) (or by one or more members of Company management, if such power has been delegated in accordance with the Plan and applicable law) and reflected in the account maintained for the Optionee by an external third party administrator of the Option awards. Further, during any approved leave of absence, to the extent permitted by local law, the Committee shall have discretion to provide that the vesting of the Options shall be frozen as of the first day of the leave and shall not resume until and unless the Optionee returns to active employment prior to the Expiration Date of the Options.

(b) Performance Objective . The Committee shall determine whether the Performance Objective applicable to an Option has been met, and such determination shall be final and conclusive. Until the Committee has made such a determination, the Performance Objective may not be considered to have been satisfied. Notwithstanding any determination by the Committee that the Performance Objective has been attained with respect to particular Options, such Options shall not be considered to have vested unless and until the Optionee has satisfied the Time-Based Vesting Criteria applicable to such Options.

(c) Age 65 . Notwithstanding the foregoing, the Time-Based Vesting Criteria applicable to all Options held by an Optionee shall be deemed 100% satisfied upon the Optionee’s attainment of age 65; provided that such Options shall remain subject to any applicable Performance Objective that remains unsatisfied as of such date.

3. Exercise of Option .

(a) Right to Exercise . This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.

(b) Method and Time of Exercise . This Option shall be exercisable by any method made available from time to time by the external third party administrator of the Option awards. An exercise may be made with respect to whole Shares only, and not for a fraction of a Share.

 

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Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Committee may require the Optionee to take any reasonable action in order to comply with any such rules or regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

(c) Acknowledgment of Potential Securities Law Restrictions . Unless a registration statement under the Securities Act covers the Shares issued upon exercise of an Option, the Committee may require that the Optionee agree in writing to acquire such Shares for investment and not for public resale or distribution, unless and until the Shares subject to the Award are registered under the Securities Act. The Committee may also require the Optionee to acknowledge that he or she shall not sell or transfer such Shares except in compliance with all applicable laws, and may apply such other restrictions as it deems appropriate. The Optionee also acknowledges that the U.S. federal securities laws prohibit trading in the stock of the Company by persons who are in possession of material, non-public information, and also acknowledges and understands the other restrictions set forth in the Company’s Insider Trading Policy.

4. Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash, delivered to the external third party administrator of the Option awards in any methodology permitted by such third party administrator;

(b) to the extent permitted by applicable law, payment under a cashless exercise program approved by the Company or through a broker-dealer sale and remittance procedure pursuant to which the Optionee (i) shall provide written instructions to a licensed broker acceptable to the Company and acting as agent for the Optionee to effect the immediate sale of some or all of the purchased Shares and to remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares and (ii) shall provide written direction to the Company to deliver the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or

(c) to the extent permitted by applicable law, surrender of other Shares which have been owned by the Optionee for more than six (6) months on the date of surrender, and have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the exercised Shares.

5. Termination of Employment .

(a) General . In the event the Optionee’s active employment with the Company or an Eligible Subsidiary terminates for any reason (other than death or Retirement), all unvested Options shall be automatically forfeited by the Optionee as of the date of termination. In the event the Optionee’s employment with the Company or an Eligible Subsidiary terminates for any reason

 

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(other than death, Disability, Retirement or Gross Misconduct), the Optionee shall have a period of three (3) months, commencing with the date the Optionee is no longer actively employed, to exercise the vested portion of any outstanding Options.

(b) Death . Upon Optionee’s death, all unexpired options shall become fully exercisable and may be exercised for a period of twelve (12) months thereafter by the personal representative of the Optionee’s estate or any other person to whom the Option is transferred under a will or under the applicable laws of descent and distribution.

(c) Disability . In the event the Optionee’s employment with the Company or an Eligible Subsidiary terminates by reason of the Optionee’s Disability, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and the Optionee shall have until the first anniversary of the Optionee’s termination of employment for Disability to exercise the vested portion of any outstanding Options.

(d) Normal Retirement . In the event the Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary at or after reaching age 65, and as of the date of the Optionee’s Normal Retirement the Optionee holds Options that remain subject to any Performance Objective, the Options shall remain outstanding for up to the fifth anniversary of such date (or if earlier, up to the Expiration Date of the Option) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the Options shall remain outstanding and may be exercised up until the fifth anniversary of the date of the Optionee’s Normal Retirement (or if earlier, up until the Expiration Date of the Options)). In the event the Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary at or after reaching age 65, and as of the date of the Optionee’s Normal Retirement, the Optionee holds Options that are not subject to any unsatisfied Performance Objective, the Options shall remain outstanding and may be exercised up until the fifth anniversary of such date (or if earlier, up until the Expiration Date of the Option).

(e) Early Retirement . In the event the Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary prior to age 65 and the Committee determines that the cessation of Optionee’s employment constitutes Early Retirement, the Optionee’s unvested Options shall remain outstanding and shall continue to vest (as to both the Performance Objective and Time-Based Vesting Criteria, as applicable) for a period of five (5) years following the date of the Optionee’s Retirement.

(f) Gross Misconduct . If the Optionee’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct, the Optionee’s unexercised Options shall terminate immediately as of the time of termination, without consideration.

(g) Violation of Post-Employment Covenant . To the extent that any of the Optionee’s Options remain outstanding under the terms of the Plan or this Option Agreement after termination of the Optionee’s employment with the Company or an Eligible Subsidiary, such Options shall nevertheless expire as of the date the Optionee violates any covenant not to compete or other post-employment covenant that exists between the Optionee on the one hand and the Company or any Subsidiary of the Company, on the other hand.

 

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(h) Substantial Corporate Change . Upon a Substantial Corporate Change, the Optionee’s outstanding Options shall terminate unless provision is made for the assumption or substitution of such Options as provided in Section 16(b) of the Plan.

6. Non-Transferability of Option; Term of Option .

(a) This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs and permitted successors and assigns of the Optionee.

(b) This Option may be exercised only prior to the Expiration Date set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

7. Amendment of Option or Plan . The Plan and this Option Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. Optionee expressly warrants that he or she is not accepting this Option Agreement in reliance on any promises, representations, or inducements other than those contained herein. The Company’s Board may amend, modify or terminate the Plan or any Option in any respect at any time; provided, however, that modifications to this Option Agreement or the Plan that adversely affect the Optionee’s rights hereunder can be made only in an express written contract signed by the Company and the Optionee. Notwithstanding anything to the contrary in the Plan or this Option Agreement, the Company reserves the right to revise this Option Agreement and Optionee’s rights under outstanding Options as it deems necessary or advisable, in its sole discretion and without the consent of the Optionee, (1) upon a Substantial Corporate Change, (2) as required by law, or (3) to comply with Section 409A of the Code (“Section 409A”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this award of Options.

8. Tax Obligations .

(a) Withholding Taxes . Regardless of any action the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items (“Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains the Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related Items.

 

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Prior to the relevant taxable event, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Company and/or the Employer. In this regard, the Optionee authorizes the Company and/or the Employer, in its sole discretion and to the extent permitted under local law, to satisfy the obligations with regard to all Tax Related Items legally payable by the Optionee by one or a combination of the following: (i) require the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of Shares that are not satisfied by any of the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares to the Optionee if the Optionee fails to comply with Optionee’s obligations in connection with the Tax Related Items as described in this Section.

(b) Code Section 409A . Payments made pursuant to this Plan and the Option Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Option Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sol


 
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