8-KMaterial Agreements

DANAHER CORP /DE/ 8-K Report, Material Agreement (Mar 1, 2006)

Filed March 1, 2006For Securities:DHR

Summary

This Form 8-K filing by Danaher Corporation, dated February 28, 2006, details material definitive agreements regarding executive compensation. The Compensation Committee of the Board of Directors approved new base salaries, personal performance objectives for the executive incentive compensation program, and equity awards for several key officers. Notable changes include the base salaries for named executives, with the CEO H. Lawrence Culp, Jr. receiving $1.1 million. Additionally, Executive Vice President Patrick W. Allender's salary was adjusted to $275,000 following an agreement to work on a less than 40-hour per week basis. The filing also outlines significant equity grants, including stock options and performance-based restricted stock units, to Messrs. Culp, Knisely, and Simms, with vesting schedules tied to time and specific earnings per share targets.

Key Highlights

  • 1Danaher Corporation's Compensation Committee approved new compensation arrangements for its officers on February 23 and February 27, 2006.
  • 2CEO H. Lawrence Culp, Jr.'s base salary was set at $1,100,000.
  • 3Executive Vice President Patrick W. Allender's base salary was reduced to $275,000 due to an agreement to work part-time (less than 40 hours per week).
  • 4H. Lawrence Culp, Jr. received stock options for 810,500 shares at an exercise price of $61.69 and 324,000 performance-based restricted stock units.
  • 5Philip W. Knisely and Steven E. Simms each received stock options for 78,580 shares at an exercise price of $61.46 and 20,960 performance-based restricted stock units.
  • 6Equity awards for Messrs. Culp, Knisely, and Simms have vesting schedules that include time-based components and performance conditions related to earnings per share targets.
  • 7Annual cash incentive compensation objectives were approved for officers, excluding Messrs. Steven M. Rales and Mitchell P. Rales.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on material definitive agreements related to the compensation of Danaher Corporation's executive officers, including base salaries, incentive compensation objectives, and equity awards.

H. Lawrence Culp, Jr. (President and CEO), Philip W. Knisely (Executive Vice President), and Steven E. Simms (Executive Vice President) received equity compensation awards in the form of stock options and performance-based restricted stock units.

Mr. Culp was granted options to purchase 810,500 shares at $61.69 per share, with vesting starting on the fifth anniversary and immediate vesting upon a change of control if he remains employed. He also received 324,000 performance-based restricted stock units that vest on the sixth anniversary or upon achieving a specified EPS target.

Patrick W. Allender's base salary was reduced to $275,000 because he agreed to continue serving as Executive Vice President on a part-time basis, working less than 40 hours per week.