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Exhibit
10.4
DANAHER
CORPORATION
2007 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
(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:
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| Date of
Grant |
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| Exercise
Price per Share |
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$
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| Total Number
of Shares Granted |
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| Total
Exercise Price |
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$
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| Type of
Option |
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Nonstatutory Stock Option |
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| Expiration
Date |
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Tenth
anniversary of Date of Grant |
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| Vesting
Schedule |
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| Time-Based
Vesting Criteria |
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| and/or |
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| [Performance
Objective] |
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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, 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) 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) 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 (other than death, Disability,
Retirement or Gross Misconduct), the Optionee shall have a
period
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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
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