Danaher Corporation Description of Compensation Arrangements for Certain Executive Officers
Exhibit 10.6
Danaher Corporation
Description of Compensation Arrangements for Certain Executive Officers
Following is a description of the compensation arrangements for each of the Company’s named executive officers and for each other executive officer who is also a member of the Company’s Board of Directors (the “officers”). The compensation arrangements consist of salary and perquisites, and, for all officers other than Messrs. Steven M. Rales and Mitchell P. Rales, annual cash incentive compensation and equity awards. Except for Mr. Culp, who is party to an employment agreement with Danaher incorporated by reference to Exhibits 10.11 and 10.12 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004, each of the officers is an at-will employee of Danaher.
| Name and Position | Base Salary | |||
| Steven M. Rales Chairman of the Board | $ | 295,000 | ||
| Mitchell P. Rales Chairman of the Executive Committee | $ | 295,000 | ||
| H. Lawrence Culp, Jr. President and Chief Executive Officer | $ | 1,000,000 | ||
| Patrick W. Allender Executive Vice President, Chief Financial Officer and Secretary | $ | 550,000 | ||
| Philip W. Knisely Executive Vice President | $ | 550,000 | ||
| Steven E. Simms Executive Vice President | $ | 550,000 | ||
| Daniel L. Comas Senior Vice President-Finance and Corporate Development | $ | 300,000 | ($400,000 effective April 4, 2004) | |
The officers are entitled to all benefits made generally available to Danaher associates. In addition, the perquisites provided to the officers consist primarily of term life insurance, reimbursement for club dues and tax preparation and financial planning services, parking, an automobile allowance, relocation costs, annual physical, and, with respect to the Chief Executive Officer and the Chief Financial Officer, personal use of the Company plane when not in use for business purposes. In addition, Messrs. Steven M. Rales and Mitchell P. Rales are permitted to make personal use of designated Company office space and secretarial, tax and accounting services.
In addition, each officer (other than Messrs. Steven M. Rales and Mitchell P. Rales) participates in the Company’s Executive Deferred Incentive Program (“EDIP”), a shareholder-approved, non-qualified, unfunded deferred compensation program. The Company credits an amount to the officer’s EDIP account on an annual basis in accordance with the terms of the EDIP, which is incorporated by reference as Exhibit 10.4 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004.
Annual cash incentive compensation awards are determined in accordance with the Danaher Corporation executive officer incentive compensation program, which is described in Exhibit 10.7 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004.
Awards of equity compensation are made in accordance with the Amended and Restated Danaher Corporation 1998 Stock Option Plan, which is attached as Exhibit 10.1 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004, or any successor stockholder-approved equity compensation plan.
All officers (other than Messrs. H. Lawrence Culp, Jr., Patrick W. Allender, Steven M. Rales and Mitchell P. Rales) are party to a Noncompetition Agreement, the form of which is attached as Exhibit 10.17 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004. With respect to Messrs. Culp and Allender, non-competition provisions are included in their employment agreement and retirement agreement, respectively. In addition, Mr. Allender is party to arrangements incorporated by reference to Exhibits 10.15 and 10.16 to the Form 10-K, Mr. Knisely is party to an arrangement incorporated by reference to Exhibit 10.13 to the Form 10-K, and Mr. Simms is party to an arrangement incorporated by reference to Exhibit 10.14 to the Form 10-K.
