Exhibit 10.8
DANAHER CORPORATION
1250 24TH STREET NW
SUITE 800
WASHINGTON, DC, USA 20037
GEORGE M. SHERMAN TELEPHONE (202) 828-0850
PRESIDENT FACSIMILE (202) 828-0860
CHIEF EXECUTIVE OFFICER
-STRICTLY PRIVATE & CONFIDENTIAL-
May 4, 2000
Mr. Philip W. Knisely
8305 River Road
Richmond, VA 25229
Dear Phil:
Thank you very much for the time spent during our recent series of discussions.
Along with the Danaher Business System, our culture is the key to Danaher's
recent and future success. We share the enthusiasm you have expressed for our
organization, and look forward to you becoming a part of the Danaher team. Your
initial responsibilities will include approximately $1 billion in revenue,
including full P&L and operating responsibility for our Motion Control, Power
Quality & Reliability and Industrial Control companies. As discussed, Danaher's
growth orientation is supported by our focus on both organic growth and growth
through acquisition. It is our intention that you will be integral in driving
this growth activity and, as a result, you will take on significantly greater
revenue and operating responsibility during your Danaher career.
I'd like to document the offer of employment extended to you, and your
acceptance.
Title: Executive Vice President, Danaher Corporation
(Corporate Officer)
Start Date: 6/19/00
Annual Compensation: Base Salary: $ 360,000.00
Target Bonus $ (%): $ 252,000.00 (70%)
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Target Total Compensation: $ 612,000.00
You will participate in the Danaher Employee Stock Option Program. The Danaher
Corporation Board of Directors has approved an initial stock option grant of
500,000 shares. Two hundred and fifty thousand shares of this option grant will
vest 100% on the 4/th/ year anniversary of the effective date of this grant, and
two hundred and fifty thousand shares will vest 100% on the 5/th/ year
anniversary of the effective date of this grant. The price of these share
options will be established by the NYSE closing price on the effective date of
this grant. You will receive further details and confirmation of this stock
option grant shortly hereafter. You will be eligible for additional option
grants, beginning in 2005.
You will participate, in our "Executive Deferred Incentive Program" (EDIP); an
exclusive executive benefit designed to provide you with long term earnings
based on the continued appreciation of Danaher Corporation stock. Based on your
target total cash compensation of $612,000.00, this program will initially
provide you with approximately $40,000.00 worth of "phantom" stock annually.
Your EDIP participation will begin on May 1, 2000. You will receive further
information on EDIP from Dennis Longo. You will also be provided with a Country
Club Membership and a Level I Company Car. Once you begin the car lease program,
you will expense gas, oil, and maintenance, and the company will provide
insurance for this vehicle. This program is considered taxable income and will
be treated as such.
Page 2
Philip W. Knisely
Employment Offer
You will be provided with personalized estate, tax and retirement income
planning services as well as reimbursement of estate execution and tax
preparation expenses. You will have a personal advisor through Danaher's
established provider, Asset Management Group, for your retirement income and
estate planning. Arthur Andersen is our recommended tax preparation provider.
The detail of this benefit will be provided by Dennis Longo.
It is agreed that you will initially be based out of a Virginia location.
Complete relocation benefits will be provided at some point in the future if
required, based on mutual understanding and sound business needs.
You will be eligible for all regular exempt associate benefits and will be
eligible for comprehensive medical, dental and life insurance benefits
immediately upon your first day of employment. Brochures on our various benefit
programs including the Danaher Retirement and Savings Plan are enclosed. If you
would like to review them, or have any questions on benefits, please feel free
to call Dennis Longo at your convenience.
Phil, this offer of employment is contingent upon:
. Completion of the company's Employment Agreement, which outlines
specifics pertaining to non-competition, non-solicitation of
customers, non-piracy of company employees and confidentiality.
. Completion prior to employment, and as requested thereafter, of our
Inventions, Trademarks and Copyrights Agreement, Code of Business
Conduct Certification, and Conflict of Interest Questionnaire (copies
enclosed) and,
. Successfully passing our pre-employment physical.
In order to confirm your understanding and acceptance of these terms and
conditions please sign the original copy of this letter as well as the
enclosures listed above in the spaces indicated and return it to me. Additional
copies are enclosed for your personal records.
Thank you very much Phil for accepting our offer. I look forward to working with
you on Danaher's "Journey to Excellence" as we strive to achieve our vision and
long term objectives. Should you have any questions in the meantime, please do
not hesitate to call me or Dennis.
Best Regards,
Sincerely yours,
/s/ George M. Sherman
George M. Sherman
cc D. Longo
Enclosures
I understand and accept the terms and conditions of this offer of employment.
/s/ Philip W. Knisely / 4/14/00
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Philip W. Knisely / Date