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Exhibit 10.4
DANAHER
CORPORATION
2007 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
(Non-Employee
Directors)
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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___________________________________________________________ |
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| Exercise
Price per Share |
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$___________________________________________________________ |
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| Total Number of Shares Granted |
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___________________________________________________________ |
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| Total
Exercise Price |
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$___________________________________________________________ |
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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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100%
vested upon grant |
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. Exercise of Option
.
(a) Right to Exercise
. This Option shall be exercisable during its term in accordance
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.
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.
3. 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
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(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.
4. Termination
.
(a) General . In the
event the Optionee’s status as an Eligible Director
terminates for any reason (other than death or Gross Misconduct),
the Optionee shall have a period of three (3) months,
commencing with the date the Optionee is no longer an Eligible
Director, to exercise the vested portion of any outstanding
Options.
(b) Death . Upon
Optionee’s death, all unexpired options 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) Gross Misconduct .
If the Optionee is terminated as an Eligible Director by reason of
Gross Misconduct, the Optionee’s unexercised Options shall
terminate immediately as of the time of termination, without
consideration.
(d) Violation of
Post-Termination 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 status as an Eligible Director, such Options shall
nevertheless expire as of the date the Optionee violates any
covenant not to compete or similar covenant that exists between the
Optionee on the one hand and the Company or any subsidiary of the
Company, on the other hand.
(e) 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.
5. Non-Transferability of
Option; Term of Option .
(a) Unless the Committee
determines otherwise in advance in writing, 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.
6. 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
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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
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