Fortive Corporation Non-Employee Directors Deferred Compensation Plan Election Form

This Agreement made as of                     ,          by and between                                 , an individual residing at                                  (the “Participant”), and Fortive Corporation (the “Company”) pursuant to the Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”).

WHEREAS, the Company has established the Sub-Plan under the Fortive Corporation 2016 Stock Incentive Plan (the “2016 Stock Incentive Plan”) for the benefit of its eligible non-employee Directors, and the Participant is eligible to make an election regarding the form in which the Participant will receive all of his or her aggregate Annual Retainer in any Deferral Year pursuant to the terms and conditions of the Sub-Plan.

NOW, THEREFORE, the parties agree as follows:

(i) General. Capitalized terms not defined herein shall have the same meaning as set forth in the 2016 Stock Incentive Plan or the Sub-Plan. In the event of a conflict or inconsistency between this Election Form and the Sub-Plan, the Sub-Plan shall control.

(ii) Election. The Company and the Participant agree that the Annual Retainer payable to the Participant with respect to services performed during a Deferral Year beginning after the date hereof (or with respect to a newly-appointed Director, during the remainder of the Deferral Year after this Election Form is submitted to the Administrator), and each Deferral Year thereafter except to the extent this Election Form is changed, shall be paid in the form of:

 

 

(iii) Delivery Date. In the event that the Participant elects to receive any portion of the Annual Retainer in the form of an Equity Retainer, the delivery date for such Equity Retainer shall be the earlier of (1) the date elected by the Participant below and (2) the date the Participant dies:

 

 

 

 

 

 

(iv) Timing and Irrevocability of Election. Once a Participant has submitted an Election Form, the Participant may only change the Election Form, or change the form of his or her Annual Retainer, if he or she notifies the Administrator in writing of the change prior to December 31 of the calendar year preceding the Deferral Year for which the change is to be effective. If the Participant changes his or her election, the change shall be effective beginning with the Deferral Year following the calendar year in which the change is made. With regard only to a Participant who is initially appointed as a Director after December 31 of the

calendar year preceding the Deferral Year for which the election is to be effective, this Election Form must be received no later than the date the Participant initially becomes eligible to participate in the Sub-Plan to be effective.

(v) Participant Acknowledgement. The Participant acknowledges receipt of the Sub-Plan, the 2016 Stock Incentive Plan and the prospectus relating thereto and agrees to be bound by all the terms and provisions thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.