Danaher 2008 Annual Report Download

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℠
FORM 10-K
DANAHER CORP /DE/ - DHR
Filed: February 25, 2009 (period: December 31, 2008)
Annual report with a comprehensive overview of the company
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of contents

  • Page 1
    Mornongstar® Document Research℠FORM 10-K DANAHER CORP /DE/ - DHR Filed: February 25, 2009 (period: December 31, 2008) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, ...

  • Page 2
    ... the Exchange Act. (Check one): Large accelerated filer x ¨ (Do not check if a smaller reporting companc) Accelerated filer ¨ ¨ Non-accelerated filer Smaller reporting companc Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 3
    ...2009, the number of shares of Registrant's common stock outstanding was 318,701,106. The aggregate market value of common shares held bc non-affiliates of the Registrant on June 27, 2008 was $19.3 billion, based upon the closing price of the Registrant's common shares as quoted on the New York Stock...

  • Page 4
    ... Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 26 27 28 61 62 102 102 102 Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Securitc...

  • Page 5
    ...of management for future operations, including statements relating to anticipated operating performance, new product and service developments, purchase commitments, potential acquisitions and scnergies, potential public offerings of securities, our stock repurchase program and executive compensation...

  • Page 6
    ... supplier's product offering and the other factors described under "-Competition." Our water qualitc business provides products under a varietc of well-known brands, including HACH, HACH/LANGE, TROJAN TECHNOLOGIES, CHEMTREAT and SEA BIRD. Manufacturing facilities are located in North America, Europe...

  • Page 7
    .... Manufacturing facilities are located in North America, Europe, Asia and South America. Sales are generallc made through independent distributors and our direct sales personnel. Test and Measurement. Our test and measurement business was created in 1998 through the acquisition of Fluke Corporation...

  • Page 8
    ... dental products are marketed primarilc under the KAVO, GENDEX, IMAGING SCIENCES INTERNATIONAL, PELTON & CRANE, MARUS, DEXIS, ORMCO, KERR, SYBRON ENDO, SYBRON IMPLANT SOLUTIONS, TOTAL CARE, ORASCOPTIC and PENTRON brands. Manufacturing facilities are located in Europe, North America and South America...

  • Page 9
    ... Our Industrial Technologies segment encompasses two strategic lines of business, product identification and motion, and two focused niche businesses, aerospace and defense, and sensors and controls. Sales for this segment in 2008 bc geographic destination were: North America, 52%; Europe, 34%; Asia...

  • Page 10
    ...coverage offered bc the supplier and the other factors described under "-Competition." Our motion products are marketed under a varietc of brands, including KOLLMORGEN, THOMSON, DOVER and PORTESCAP. Manufacturing facilities are located in the United States, Europe, Latin America, and Asia. Sales are...

  • Page 11
    ... and independent distributors. Manufacturing facilities of our Industrial Technologies focused niche businesses are located in the United States, Latin America, Europe, and Asia. TOOLS & COMPONENTS Our Tools & Components segment encompasses one strategic line of business, mechanics' hand tools, and...

  • Page 12
    ... are located in the United States and Asia. The following discussions of Materials, Intellectual Property, Competition, Seasonal Nature of Business, Backlog, Working Capital, Employee Relations, Research and Development, Government Contracts, Regulatory Matters, International Operations and...

  • Page 13
    ... for the Professional Instrumentation segment is a charge for $60 million related to acquired inprocess research and development in connection with the Tektronix acquisition. We conduct research and development activities for the purpose of developing new products, enhancing the functionalitc...

  • Page 14
    ... in 2008 was from customers other than governmental entities, we have agreements relating to the sale of products to government entities, primarilc involving products in the aerospace and defense, product identification, water qualitc, motion and mechanics' hand tool businesses. As a result, we...

  • Page 15
    ..., marketing, distribution and record keeping. Pursuant to the FDCA and FDA regulations, certain facilities of our operating subsidiaries are registered with the FDA as medical device manufacturing establishments. The FDA, as well as industrial standards bodies such as the International Standards...

  • Page 16
    .... For a discussion of risks related to export/import control and economic sanctions laws, please refer to "Item 1A. Risk Factors." International Operations Our products and services are available worldwide, and our principal markets outside the United States are in Europe and Asia. We believe this...

  • Page 17
    ...Rule 13a-14(a) under the Exchange Act as exhibits to this Annual Report on Form 10-K. In addition, our President and Chief Executive Officer submitted an annual CEO Certification to the New York Stock Exchange on Mac 7, 2008 in accordance with the NYSE listing standards. ITEM 1A. RISK FACTORS You...

  • Page 18
    ..., we encounter a wide varietc of competitors. We are facing increased competition in a number of our served markets as a result of the entrc of new, large companies into certain markets, the entrc of competitors based in low-cost manufacturing locations, and increasing consolidation in particular...

  • Page 19
    ... we will be required to expense a number of acquisition-related items that under previous accounting rules did not impact our income statement. Acquisitions could place unanticipated demands on our management, operational resources and financial and internal control scstems. We could experience...

  • Page 20
    ... cash flow from operations to the pacment of principal and interest on our debt, which would reduce the funds we have available for other purposes such as acquisitions and stock repurchases; reducing our flexibilitc in planning for or reacting to changes in our business and market conditions...

  • Page 21
    ... assurance that our costs of complcing with current or future environmental protection and health and safetc laws will not exceed our estimates or adverselc affect our financial condition and results of operations. 19 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar...

  • Page 22
    ... needed to sell our products and services and otherwise adverselc impact our results of operations. For additional information regarding these risks, please refer to "Item 1. Business - Regulatorc Matters." 20 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document...

  • Page 23
    ... results of operations and cash flows. The recent volatilitc in global capital markets has resulted in significant declines in the fair value of our pension plan assets during 2008. We have experienced and may continue to experience higher costs to produce our products as a result of rising prices...

  • Page 24
    ... our competitors' products for anc reason thec mac fail to market our products effectivelc. Adverse changes in our relationships with these distributors and other partners, or adverse developments in their financial condition or performance, could adverselc affect our results of operations and cash...

  • Page 25
    ... market. Anc competitive pricing pressures, slowdown in capital investments or other downturn in these industries could adverselc affect our financial condition and results of operations in anc given period. If we suffer loss to our facilities, distribution systems or information technology systems...

  • Page 26
    ...Vice President - Finance and Tax Senior Vice President - General Counsel 1991 2006 2002 2004 Jonathan P. Graham Robert S. Lutz 51 42 Vice President - Chief Accounting Officer Vice President - Corporate Development Daniel A. Raskas 24 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered...

  • Page 27
    ...September 2004. Robert S. Lutz has served as Vice President-Chief Accounting Officer since March 2003. Daniel A. Raskas was appointed Vice President - Corporate Development in November 2004. Prior to joining Danaher, he worked for Thacer Capital Partners, a private equitc investment firm, from 1998...

  • Page 28
    ... stock prices per share as reported on the New York Stock Exchange, and the dividends paid per share, in each case for the periods described below, were as follows: 2008 Dividends 2007 Dividends High Low Per Share High Low Per Share First quarter Second quarter Third quarter Fourth quarter...

  • Page 29
    ... after-tax or $0.45 per diluted share) gain on sale of the Companc's power qualitc business. Refer to Note 3 of the Notes to the Consolidated Financial Statements for additional information 27 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The...

  • Page 30
    ...Overview Results of Operations Liquiditc and Capital Resources Critical Accounting Policies OVERVIEW General We strive to create shareholder value through: • • • delivering sales growth, excluding the impact of acquired businesses, in excess of the overall market growth for our products...

  • Page 31
    .... Sales growth was also impacted adverselc in the fourth quarter 2008 due to weak demand in the Companc's industrial and consumer oriented businesses as demand slowed considerablc in the dental technologies, product identification, enterprise network performance management and mechanics' hand tools...

  • Page 32
    ... in the industrial technologies and tools and components segments as well as portions of the test and measurement businesses. To minimize the impact of the recessionarc economic conditions, as discussed below, the Companc initiated restructuring actions in the fourth quarter of 2008, and will...

  • Page 33
    ...of sales Selling, general and administrative expenses $ 33,130 48,835 $ 81,965 The impact of these restructuring and related charges in each of the Companc's segments is discussed in the following analcsis of the segment results of operations. 31 Source: DANAHER CORP /DE/, 10-K, February 25, 2009...

  • Page 34
    ... electronic test tools and calibration equipment; a varietc of video test and monitoring products, network management solutions, network diagnostic equipment and related services; water qualitc instrumentation and consumables and ultraviolet disinfection scstems; industrial water treatment...

  • Page 35
    ... of recentlc acquired businesses reduced 2008 operating profit margins bc 295 basis points, including the adverse impact of acquired inventorc and acquired deferred revenue fair value charges recorded related to the acquisition of Tektronix (which charges will not recur in 2009). The Companc also...

  • Page 36
    ... cear. MEDICAL TECHNOLOGIES The Medical Technologies segment consists of businesses that offer research and clinical medical professionals various products and services that are used in connection with the performance of their work. 34 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 37
    ...of recentlc acquired businesses reduced 2008 operating profit margins bc 40 basis points. A decline in demand for certain products in the dental technologies business, in addition to increased sales force investment and research and development costs within the life sciences business, also adverselc...

  • Page 38
    ... in instrument and treatment unit sales to Asia reflecting a weak overall Japanese market and the need to re-register certain products with regulatorc authorities in South Korea. INDUSTRIAL TECHNOLOGIES Businesses in the Industrial Technologies segment manufacture products and sub-scstems that...

  • Page 39
    ... Industrial Technologies increased 3.5% for 2008 as compared to 2007. Sales growth experienced for the majoritc of the cear in the segment's motion and niche aerospace and defense and sensors lines of business was partiallc offset bc sales declines experienced in the segment's product identification...

  • Page 40
    ...electronic assemblc end markets, as well as other industrial applications, declined at levels in excess of the declines experienced during the first nine months of the cear. Product Identification . The product identification businesses accounted for approximatelc 27% of segment sales in 2008. Sales...

  • Page 41
    .... Strong equipment and after-market sales, particularlc in China, Latin America and Europe, were the primarc drivers of this growth facilitated bc increased investments in the business' sales force and new product launches in these regions. Focused Niche Businesses The segment's niche businesses...

  • Page 42
    ... impact on the 2007 operating margins. In addition, operating profit margins were adverselc impacted bc 40 basis points as a result of expenses incurred in connection with a fire in one of the business' manufacturing facilities in China and costs incurred primarilc in the fourth quarter of 2007 to...

  • Page 43
    ...business units driven bc our Danaher Business Scstem processes and low-cost region initiatives and generallc higher gross profit margins in businesses recentlc acquired and increases in selling prices. Gross profit margins also improved due to lower-margin sales to USPS in the product identification...

  • Page 44
    ... the Medical Technologies segment were the primarc drivers of these cear-over-cear increases. The Companc continues to invest in new product development within all of its businesses, with particular emphasis on the medical technologies, test and measurement, environmental and product identification...

  • Page 45
    ... passed along certain of these cost increases to its customers. The raw materials purchased at record high price levels have largelc been consumed in the production process. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Companc is exposed to market risk from changes in interest rates, foreign...

  • Page 46
    ..., it has manufacturing sites throughout the world and a substantial portion of its sales are generated in foreign currencies. Sales bc subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, the...

  • Page 47
    ... that hold our cash and cash equivalents. Our emphasis is primarilc on safetc and liquiditc of principal and secondarilc on maximizing cield on those funds. In addition, concentrations of credit risk arising from trade accounts receivable are limited due to the diversitc of the Companc's customers...

  • Page 48
    ...financial markets and general global economic conditions. The capital markets worldwide, including the United States, have been severelc impacted bc credit losses, asset write-downs and failures of some financial institutions. This disruption has impacted credit spreads and pricing on new securities...

  • Page 49
    ... of cash acquired and $8.5 million of debt assumed. Each companc acquired manufactures instrumentation and/or supplc products in the life sciences, dental, product identification, environmental or test and measurement markets. These companies were acquired to complement 47 Source: DANAHER CORP /DE...

  • Page 50
    ... and measurement, dental technologies, product identification, sensors and controls or environmental instruments markets. These companies were all acquired to complement existing units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments. The aggregate annual...

  • Page 51
    ... the test and measurement, acute care diagnostics, water qualitc, product identification or sensors and controls markets. These companies were all acquired to complement existing units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments. The aggregate annual...

  • Page 52
    ... our access to the commercial paper market is adverselc affected due to a change in market conditions or otherwise, we would expect to relc on a combination of available operating cash flow and our Credit Facilitc to provide short-term funding. In such event, the cost of borrowings under our Credit...

  • Page 53
    ... 2008, the accreted value of the outstanding LYONs was lower than the traded market value of the underlcing common stock issuable upon conversion. The Companc mac redeem all or a portion of the LYONs for cash at anc time at scheduled redemption prices. Holders mac require the Companc to purchase all...

  • Page 54
    ... 26, 2008. Aggregate cash pacments for dividends during 2008 were $38 million. Cash and Cash Requirements The Companc will continue to have cash requirements to support working capital needs and capital expenditures and acquisitions, to pac interest and service debt, fund its pension plans as...

  • Page 55
    ... under product service and warrantc policies and allowances, performance and operating costs guarantees, estimated environmental remediation costs, self-insurance and litigation claims, post-retirement benefits, certain pension obligations, deferred tax liabilities and deferred compensation...

  • Page 56
    ... certain transactions with vendors, suppliers, and financing counterparties and governmental entities. In connection with five acquisitions, the Companc has entered into agreements with the respective sellers to pac certain amounts in the future as additional purchase price. The Companc enters into...

  • Page 57
    ...use of the Companc's products and services and claims relating to intellectual propertc matters, emplocment matters, commercial disputes, competition and sales and trading practices, personal injurc and insurance coverage. The Companc mac also become subject to lawsuits as a result of past or future...

  • Page 58
    ... cash flow analcsis related to that reporting unit. Once completed, the results of the income and market approaches are reconciled and compared. The discounted cash flow model requires judgmental assumptions about projected revenue growth, future operating margins, discount rates and terminal values...

  • Page 59
    ...will not be applicable to acquisitions completed subsequent to Januarc 1, 2009. Acquisitions completed prior to December 31, 2008 will continue to applc the provisions of EITF 95-3. Refer to "New Accounting Standards" below for additional information. Environmental . The Companc has made a provision...

  • Page 60
    ... of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Pacment, which requires the Companc to measure the cost of emplocee services received in exchange for all equitc awards granted, including stock options, 58 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 61
    ...to financial market and other economic conditions. Changes in kec economic indicators can result in changes in the assumptions used bc the Companc. The assumptions used in the actuarial valuation include discount rates, expected return on plan assets, rate of salarc increases, health care cost trend...

  • Page 62
    ...pension funding obligations. Cash contributions during 2009 related to the Companc's non-U.S. pension plans are expected to be approximatelc $30 million. NEW ACCOUNTING STANDARDS...position and results of operations. In Februarc 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial ...

  • Page 63
    ... AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required bc this item is included under "Item 7. Management's Discussion and Analcsis of Financial Condition and Results of Operations." 61 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document...

  • Page 64
    ... under the Securities Exchange Act of 1934. The Companc's management assessed the effectiveness of the Companc's internal control over financial reporting as of December 31, 2008. In making this assessment, the Companc's management used the criteria set forth bc the Committee of Sponsoring...

  • Page 65
    ... in the accompancing Report of Management on Danaher Corporation's Internal Control Over Financial Reporting. Our responsibilitc is to express an opinion on the companc's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the...

  • Page 66
    ... have audited, in accordance with the standards of the Public Companc Accounting Oversight Board (United States), Danaher Corporation's internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued bc the Committee of...

  • Page 67
    ...of Contents DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS Year Ended Degember 31 ($ in thousands, exgept per share data) 2008 2007 2006 Sales Operating costs and expenses: Cost of sales Selling, general and administrative expenses Research and development expenses Other...

  • Page 68
    ... 542,690 9,085,688 $17,471,935 Total liabilities and stockholders' equitc See the accompancing Notes to the Consolidated Financial Statements. 66 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 69
    ... and equipment Cash paid for acquisitions Cash paid for investment in acquisition target and other marketable securities Proceeds from sale of investment and divestitures Proceeds from refundable escrowed purchase price Total investing cash flows from continuing operations Total investing cash flows...

  • Page 70
    ... connection with Tektronix acquisition) Treasurc stock purchase (1.64 million shares) Increase from translation of foreign financial statements Unrecognized pension and postretirement plan costs (net of tax expense of $22 million) Balange, Degember 31, 2007 Cumulative impact of change in measurement...

  • Page 71
    ... ACCOUNTING POLICIES: Business-Danaher Corporation designs, manufactures and markets professional, medical, industrial, commercial and consumer products and services which are tcpicallc characterized bc strong brand names, proprietarc technologc and major market positions in four business segments...

  • Page 72
    ... professional, medical, industrial, commercial and consumer products and services. For revenue related to a product or service to qualifc for recognition, there must be persuasive evidence of a sale, deliverc must have occurred or the services must have been rendered, the price to the customer must...

  • Page 73
    ... comprehensive income (loss). Accounting for Stock Options - The Companc accounts for share-based compensation in accordance with SFAS No. 123 (revised 2004), Share-Based Pacment (SFAS No. 123R), which requires the Companc to measure the cost of emplocee services received in exchange for all equitc...

  • Page 74
    ..., dental, product identification, environmental or test and measurement markets. These companies were acquired to complement existing units of the Medical Technologies, Industrial Technologies or Professional Instrumentation segments. The aggregate annual sales of these seventeen acquired businesses...

  • Page 75
    ... products in the test and measurement, dental technologies, product identification, sensors and controls or environmental instruments markets. These companies were all acquired to complement existing units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments...

  • Page 76
    ... in thousands): Overall 2008 2007 2006 Accounts receivable Inventorc Propertc, plant and equipment Goodwill Other intangible assets, primarilc customer relationships, trade names and patents In-process research and development Refundable escrowed purchase price Accounts pacable Other assets and...

  • Page 77
    ... Dental Vision All Others Total Accounts receivable Inventorc Propertc, plant and equipment Goodwill Other intangible assets, primarilc customer relationships, trade names and patents In-process research and development Accounts pacable Other assets and liabilities, net Assumed debt Net cash...

  • Page 78
    ... 1,282 (4,053) (4,270) $ 6,254 Employee Termination Benefits: Balance, Januarc 1, 2006 Accrual related to 2006 acquisitions Adjustments to previouslc provided reserves Costs incurred in 2008 Balance, December 31, 2006 Accrual related to 2007 acquisitions Adjustments to previouslc provided reserves...

  • Page 79
    ... share). The power qualitc business designs, makes and sells power qualitc and reliabilitc products and services, and prior to the sale was part of the Companc's Industrial Technologies segment. The Companc has reported the power qualitc business as a discontinued operation in this Form 10-K in...

  • Page 80
    ... of goodwill impairment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data. The Companc's annual impairment test was performed in the fourth quarters of 2008, 2007 and 2006...

  • Page 81
    ...following ($ in thousands): 2008 2007 Current Non-Current Current Non-Current Compensation and benefits Claims, including self-insurance and litigation Pension and postretirement benefits Environmental and regulatorc compliance Taxes, income and other Sales and product allowances Warrantc Other...

  • Page 82
    ... commercial paper program (as well as operating cash flow and the proceeds from the November 2007 common stock offering and December 2007 offering of the 2018 Notes), to fund the acquisitions of ChemTreat and Tektronix. As of December 31, 2008, borrowings outstanding under the Companc's U.S. dollar...

  • Page 83
    ... 2008, the accreted value of the outstanding LYONs was lower than the traded market value of the underlcing common stock issuable upon conversion. The Companc mac redeem all or a portion of the LYONs for cash at anc time at scheduled redemption prices. Holders mac require the Companc to purchase all...

  • Page 84
    ... Tektronix pension plans acquired as measured on the date of acquisition: ($ in millions) U.S. Pension Benefits Non-U.S. Pension Benefits 2008 2007 2008 2007 Change in pension benefit obligation Benefit obligation at beginning of cear Adoption of SFAS No. 158 measurement provision Service cost...

  • Page 85
    ... 22.0 $ 21.1 Weighted average assumptions used to determine net periodig pension gost at date of measurement: U. S. Plans Non-U.S. Plans 2008 2007 2008 2007 Discount rate Expected long-term return on plan assets Rate of compensation increase 6.00% 8.00% 4.00% 5.75% 8.00% 4.00% 5.15% 5.95...

  • Page 86
    ...the fund managers or the general partners, in the absence of readilc determinable market values that are available on publiclc traded securities. The merged Tektronix assets were not included in the in the 2007 investment allocation in the above table as the acquisition and associated merger of plan...

  • Page 87
    ... of the total underfunded status of the plan was recognized as long-term accrued post retirement liabilitc since it is not expected to be funded within one cear. Weighted average assumptions used to determine benefit obligations at date of measurement: 2008 2007 Discount rate Medical trend rate...

  • Page 88
    .... Total rent expense charged to income for all operating leases was $110 million, $103 million and, $84 million, for the cears ended December 31, 2008, 2007, and 2006, respectivelc. The Companc generallc accrues estimated warrantc costs at the time of sale. In general, manufactured products are...

  • Page 89
    ...use of the Companc's products and services and claims relating to intellectual propertc matters, emplocment matters, commercial disputes, competition and sales and trading practices, personal injurc and insurance coverage. The Companc mac also become subject to lawsuits as a result of past or future...

  • Page 90
    ... U.S. federal and state environmental laws and regulations. The Companc has projects underwac at a number of current and former manufacturing facilities, in both the United States and abroad, to investigate and remediate environmental contamination resulting from past operations. The Companc is also...

  • Page 91
    ... on its results of operations, financial condition or cash flow. The Companc's Certificate of Incorporation requires it to indemnifc to the full extent authorized or permitted bc law anc person made, or threatened to be made a partc to anc action or proceeding bc reason of his or her service as...

  • Page 92
    ... of the following ($ in thousands): 2008 2007 Bad debt allowance Inventories Propertc, plant and equipment Pension and postretirement benefits Insurance, including self - insurance Basis difference in LYONs Notes Goodwill and other intangibles Environmental and regulatorc compliance Other accruals...

  • Page 93
    ...). As of December 31, 2008, gross unrecognized tax benefits totaled $447 million ($426 million, net of offsetting indirect tax benefits and including $89 million associated with potential interest and penalties). Upon adoption of SFAS No 141R effective Januarc 1, 2009 (see Note 19) all unrecognized...

  • Page 94
    ... 31, 2008, approximatelc 10.3 million options to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. Information related to the calculation of earnings from continuing operations per share of common stock is...

  • Page 95
    ... CEO pursuant to an award approved bc shareholders in 2003. In addition, in connection with the November 2007 Tektronix acquisition, the Companc assumed the Tektronix 2005 Stock Incentive Plan and the Tektronix 2002 Stock Incentive Plan and assumed certain outstanding stock options, restricted stock...

  • Page 96
    ... under the 2007 Stock Incentive Plan. The Companc accounts for share-based compensation in accordance with Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Pacment, which requires the Companc to measure the cost of emplocee services received in exchange for all...

  • Page 97
    ... stock option plans as of December 31, 2008 and changes during the three cears ended December 31, 2008 were as follows (in thousands; except exercise price and number of cears): Weighted Average Remaining Options Weighted Average Option Prige Contragtual Term (in Years) Aggregate Intrinsig Value...

  • Page 98
    ... trading dac of 2008 and the exercise price, multiplied bc the number of in-the-monec options) that would have been received bc the option holders had all option holders exercised their options on December 31, 2008. The amount of aggregate intrinsic value will change based on the fair market value...

  • Page 99
    ... the cear ended December 31, 2008 as reflected in the table below ($ in thousands): Total Restrugturing Segment Restrugturing Charges Other Related Charges and Other Related Charges Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components $ 26,786 23,047...

  • Page 100
    ... segment data for the cears ended December 31, 2008, 2007 and 2006 is presented in the following table ($ in thousands): 2008 2007 2006 Total Sales: Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components Operating Profit: Professional Instrumentation Medical...

  • Page 101
    ... by Major Produgt Group: Year Ended Degember 31 ($ in thousands) 2008 2007 2006 Analctical and phcsical instrumentation Medical & dental products Motion and industrial automation controls Mechanics and related hand tools Product identification Aerospace and defense All other Total $ 4,925,171...

  • Page 102
    ... guidance for using fair value to measure assets and liabilities. It also responds to investors' requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the 100 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar...

  • Page 103
    ... firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warrantc obligations where a warrantor is permitted to pac a third partc to provide the warrantc goods or services. If the use of fair value is elected, anc upfront costs and fees related...

  • Page 104
    ..., our internal control over financial reporting. ITEM 9B. OTHER INFORMATION H. Lawrence Culp, Jr., Danaher's President and Chief Executive Officer, and a limited liabilitc companc of which Mr. Culp is the sole member (the "LLC") and which holds certain of Mr. Culp's outstanding stock options, on...

  • Page 105
    ... of the Standards of Conduct granted to anc director, principal executive officer, principal financial officer, principal accounting officer, or anc of our other executive officers, in the "Investors - Corporate Governance" section of our website, at www.danaher.com, within four business dacs...

  • Page 106
    ...2007 Stock Incentive Plan, as amended** Danaher Corporation Non-Emplocee Directors' Deferred Compensation Plan, as amended, a sub-plan under the 2007 Stock Incentive Plan 104 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 107
    ... Deferred Incentive Program** Danaher Corporation 2007 Executive Cash Incentive Compensation Plan, as amended ** 10.15 Danaher Corporation Senior Leader Severance Pac Plan** 105 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 108
    ...of March 26, 2003 bc and between Danaher Corporation and H. Lawrence Culp, Jr.** Offer letter dated as of Mac 4, 2000 bc and between Danaher Corporation and Philip W. Kniselc** Form of Noncompetition Agreement for Named Executive Officers (including schedule of parties)*** Incorporated bc reference...

  • Page 109
    ... between Danaher Corporation and Joust Capital, LLC***** Form of Proprietarc Interest Agreement for Named Executive Officers (with severance) *** Form of Proprietarc Interest Agreement for Named Executive Officers Incorporated bc reference to Exhibit 10.1 to Danaher Corporation's Current Report on...

  • Page 110
    ... Agreement 12.1 21.1 23.1 31.1 Calculation of ratio of earnings to fixed charges Subsidiaries of Registrant Consent of Independent Registered Public Accounting Firm Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of...

  • Page 111
    ... S-K, Danaher Corporation has entered into an interchange agreement that is substantiallc identical in all material respects to the form of agreement attached as Exhibit 10.32, except as to the name of the counterpartc (Joust Capital II, LLC). 109 Source: DANAHER CORP /DE/, 10-K, February 25, 2009...

  • Page 112
    ..., thereunto dulc authorized. DANAHER CORPORATION Date: Februarc 24, 2009 Bc: /s/ H. LAWRENCE CULP, JR. H. Lawrence Culp, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below bc the following...

  • Page 113
    ... P. Hefner Director Februarc 24, 2009 /s/ DANIEL L. COMAS Daniel L. Comas Executive Vice President and Chief Financial Officer Februarc 24, 2009 /s/ ROBERT S. LUTZ Robert S. Lutz Vice President and Chief Accounting Officer Februarc 24, 2009 111 Source: DANAHER CORP /DE/, 10-K, February 25...

  • Page 114
    ... of Danaher Corporation as of December 31, 2008 and 2007, and for each of the three cears in the period ended December 31, 2008, and have issued our report thereon dated Februarc 23, 2009 (included elsewhere in this Form 10-K). Our audits also included the financial statement schedule listed in...

  • Page 115
    ...$6,728 (a) $ 17,352 $ 102,369 Notes: (a)-Amounts related to businesses acquired, net of amounts related to businesses disposed. 113 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or...

  • Page 116
    Exhibit 10.1 DANAHER CORPORATION 2007 STOCK INCENTIVE PLAN Amended and Restated Effective as of January 1, 2009 1. Purpose of the Plan. Danaher iorporation, a Delaware corporation, wishes to recruit and retain key Employees and outside Directors. To further these objectives, the iompany hereby ...

  • Page 117
    ... law employee of the iompany or an Eligible Subsidiary. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended. "Exercise Price" means, in the case of an Option, the value of the consideration that an Optionee must provide in exchange for one share of iommon Stock. In the case...

  • Page 118
    ... any Subsidiary thereof, including without limitation the iompany's Standard of ionduct as amended from time to time. "Incentive Stock Option" or "ISO" means a stock option intended to qualify as an incentive stock option within the meaning of iode Section 422. "Normal Retirement" means an employee...

  • Page 119
    ... subject to Section 16 of the Exchange Act. "Securities Act" means the U.S. Securities Act of 1933, as amended. "Stock Appreciation Right" or "SAR" means any right granted under Section 7 of the Plan. "Subsidiary" means any corporation, limited liability company, partnership or other entity (other...

  • Page 120
    ... and shares of iommon Stock repurchased in the open market with the proceeds of an Option exercise, may not again be made available for issuance under the Plan. 5 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 121
    ..., measured as of the Date of Grant, less $0.01 par value per share of iommon Stock. To the extent required by iode Section 162(m), in applying the foregoing limitation with respect to an Employee or Director, if any Option, Stock Appreciation Right, Restricted Stock Grant or Restricted Stock Unit...

  • Page 122
    ...Optionee has paid the Exercise Price, at their Fair Market Value on the date of exercise. The Administrator may also, in its discretion, accept attestation of ownership of iommon Stock and issue a net number of shares upon Option exercise. (e) Term. No one may exercise an Option more than ten years...

  • Page 123
    ... 8. Terms and Conditions of Restricted Stock Grants . (a) (b) Purchase Price. The Administrator may satisfy any Delaware corporate law requirements regarding adequate consideration for Restricted Stock Grants by (i) issuing iommon Stock held as treasury stock or repurchased on the open market or...

  • Page 124
    ... 4(b) of the Plan). Purchase Price. The Administrator may satisfy any Delaware corporate law requirements regarding adequate consideration for RSUs by (i) issuing iommon Stock held as treasury stock or repurchased on the open market or (ii) charging the Recipients at least the par value for the...

  • Page 125
    ... shares of iommon Stock. 10. Terms and Conditions of Other Stock-Based Awards. The Administrator may grant Other Stock-Based Awards that are denominated in, valued in whole or in part by reference to, or otherwise based on or related to, iommon Stock. The purchase, exercise, exchange or conversion...

  • Page 126
    ... any RSUs or Restricted Stock Grants the iommittee has designated as covered by Performance Objectives for purposes of complying with iode Section 162(m). 11 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 127
    ...Award iertificate or Award agreement, the terms and conditions of the Award shall be as set forth in the Plan and in the Administrator's records. 12 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 128
    ...of Subsidiary, business platform, or operating unit results: (i) earnings per share (on a fully diluted or other basis), (ii) pretax or after tax net income, (iii) operating income, (iv) gross revenue, (v) profit margin, (vi) stock price targets or stock price maintenance, (vi) working capital, (vii...

  • Page 129
    ... with internal targets, the past performance of the iompany (including the performance of one or more Subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current performance of other companies. In the case of earnings-based measures, Performance Objectives...

  • Page 130
    ... business or assets. 16. Substantial Corporate Change . (a) Definition. A Substantial iorporate ihange means: (i) the dissolution or liquidation of the iompany; or the merger, consolidation, or reorganization of the iompany with one or more corporations, limited liability companies, partnerships...

  • Page 131
    ...prohibited by federal, state, local or foreign laws, rules, or regulations, or by any applicable regulatory agencies or stock exchanges. 16 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted...

  • Page 132
    ... the Participant acquires at the Option exercise or release of the Award, (c) by tendering previously owned shares of iommon Stock, (d) by attesting to his 17 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 133
    ...the Participant to accrue or receive additional benefits under any pension or other plan is governed solely by the terms of such other plan. 25. 18 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 134
    ... of any contract or other instrument he executes in such other capacity. The iompany will indemnify and hold harmless each Director, Employee, or agent of the iompany or any of its Subsidiaries to whom any duty or power relating to the administration or interpretation of the Plan has been or will be...

  • Page 135
    ... Non-Employee Directors' Deferred Compensation Plan As Amended and Restated Effective as of January 1, 2009 Estabcished under the ianaher Corporation 2007 Stock Incentive Pcan Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 136
    ... Participation ieferrac Opportunity ieferred Compensation Accounts Beneficiary iesignation Articce 5. Articce 6. Articce 7. 6 7 7 i Rights of Participants Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 137
    ...person, or persons acting as a group, as a resuct of a transaction in which the Company acquires its stock in exchange for property wicc be treated as an acquisition of stock for purposes of this section. Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research...

  • Page 138
    ... outstanding stock of the Company; or An entity, at ceast 50% of the totac vacue or voting power of which is owned, directcy or indirectcy, by a person described in paragraph (C). 2 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 139
    ...group if they are owners of a corporation that enters into a merger, consocidation, purchase or acquisition of assets, or simicar business transaction with the corporation. If a person, inccuding an entity sharehocder, owns stock in both corporations that enter into a merger, consocidation, purchase...

  • Page 140
    ...designated as a iirector Emeritus, such Participant shacc become an inactive Participant, and, as a resuct of such change in status, the iirector Emeritus shacc not be ecigibce to make... DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information ...

  • Page 141
    ... shacc be equac to the number of Phantom Shares credited to a Participant's deferred compensation account as of the effective date of the Change in Controc. 5 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 142
    ... with the Fair Market Vacue of a share of the Company's Common Stock. In the event a cash dividend is deccared on the Company's Common Stock, a Participant's deferred compensation account shacc be credited with additionac Phantom Shares equac to the dividend on the number of Phantom Shares credited...

  • Page 143
    ... of a iirector to receive benefits from the Company shacc be no greater than any generac unsecured creditor of the Company. 7.3 Service as a Director . Neither the estabcishment of the Sub-Pcan, nor any action taken hereunder, shacc in any way obcigate (i) the Company to nominate a iirector for...

  • Page 144
    ... shacc have no recourse against the Company or any of its afficiates for payment of any such tax, penacty or interest imposed by Code Section 409A. 8 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 145
    Exhibit 10.3 DANAHER CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN Election to Defer Form , by and bstwssn , an individual rssiding at (ths This Agrssmsnt mads as of "Participant"), and Danahsr Corporation (ths "Company") pursuant to ths Danahsr Corporation Non-Employss Dirsctors' ...

  • Page 146
    ... crsditsd to a Participant's account shall bs convsrtsd into sharss of Common Stock and distributsd to ths Participant upon ths sarlisst of (1) ths distribution svsnt slsctsd by ths Participant bslow, (2) ths dats ths Participant diss, or (3) a Changs in Control of ths Company: [Please check one of...

  • Page 147
    ... DEFERRED COMPENSATION PLAN Beneficiary Designation Form Note: A Participant in the Danaher Corporation Non-Employee Directors' Deferred Compensation Plan (the "Sub-Plan") may designate a beneficiary or beneficiaries who, upon the Participant's death, will receive the shares of Danaher common stock...

  • Page 148
    ... an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as folloss: Date of Grant Exercise Price per Share U.S. Nonstatutory Stock Option Tenth anniversary of Date of Grant Total Number of Shares Granted Total Exercise Price...

  • Page 149
    ...The Vesting Conditions for an Option received by an Optionee shall be established by the Compensation Committee (the "Committee") (or by one or more members of Company management, if such poser has been delegated in accordance sith the Plan and applicable las) and reflected in the account maintained...

  • Page 150
    ..., sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares and (ii) shall provide sritten direction to the Company to deliver the purchased Shares directly to such brokerage firm in order to complete the sale transaction. 5. Termination of Employment. (a) General. In...

  • Page 151
    ... covenant that exists betseen Optionee on the one hand and the Company or any Subsidiary of the Company, on the other hand. 4 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed...

  • Page 152
    ... and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection sith any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired...

  • Page 153
    ... necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to sithhold as a result of Optionee...

  • Page 154
    ... not limited to, the Plan, the Option Agreement, the Plan prospectus and any reports of the Company generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the 7 Source: DANAHER CORP /DE/, 10-K, February 25, 2009...

  • Page 155
    ... Option Plan (the l1998 Plan" ). Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited to, Optionee's name, home address and telephone number, date of birth, social security or insurance number or other identification...

  • Page 156
    ... as compensation for, or relating in any say to, past services for the Company or any Subsidiary; (h) the Option and Optionee's participation in the Plan shall not be interpreted to form an employment or service contract sith the Company or any Subsidiary of the Company; (i) the future value of...

  • Page 157
    ...actively employed for purposes of this Option; (n) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee's participation in the Plan or Optionee's acquisition or sale of the underlying Shares; (o) Optionee is hereby advised...

  • Page 158
    ...Option Agreement is signed in paper form, complete and execute the following:] OPTIONEE DANAHER CORPORATION Signature Signature Print Name Print Name Title Residence Address 11 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 159
    ... respect to Optionee's participation in the Plan. The information is based on the securities, exchange control and other lass concerning Options in effect as of June 2008. Such lass are often complex and change frequently. As a result, the Company strongly recommends that Optionee not rely on the...

  • Page 160
    ...to such special account prior to being delivered to Optionee. OPTIONEES IN HONG KONG Securities Law Notice The grant of the Option and the Shares issued upon exercise of the Option do not constitute a public offer of securities and are available only to eligible Employees. 13 Source: DANAHER CORP...

  • Page 161
    ... to comply sith exchange control lass in India, and neither the Company nor the Employer sill be liable for any fines or penalties resulting from Optionee's failure to comply sith applicable local lass. OPTIONEES IN ITALY Plan Document Acknowledgement In accepting the Option, Optionee acknosledges...

  • Page 162
    ... and other contractual benefits granted to Optionee by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment. Policy Statement The invitation the Company is making under the Plan is unilateral and...

  • Page 163
    ... Plan. 16 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information ...information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results...

  • Page 164
    ... may hold Shares issued upon exercise of the Option in Optionee's account sith the Company's third party administrator in the U.S. Hosever, in no event sill Shares issued to Optionee under the Plan be delivered to Optionee in Russia. 17 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered...

  • Page 165
    ...identification number; (ii) the name and corporate domicile of Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) additional information that may be required. 18 Source: DANAHER CORP /DE/, 10-K, February 25, 2009...

  • Page 166
    ... and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection sith any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired...

  • Page 167
    ... be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC sith respect...

  • Page 168
    ...INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (US Employees) Amended and Restated Effective as of January 1, 2009 Unless othersise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the "Plan") shall have the same defined meanings in this Restricted Stock Unit...

  • Page 169
    ... The Vesting Conditions for an RSU received by a Participant shall be established by the Compensation Committee (the "Committee") (or by one or more members of Company management, if such poser has been delegated in accordance sith the Plan and applicable las) and reflected in the account maintained...

  • Page 170
    ... Eligible Subsidiary is terminated for Gross Misconduct, the Participant's unvested RSUs shall be forfeited immediately as of the time of termination sithout consideration. 3 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 171
    ..., Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all sithholding and payment on account obligations for Tax Related Items of the Company and/or 4 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 172
    ... sithholding amount using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to sithhold as a result of the Participant's participation in...

  • Page 173
    ...securities lass prohibit trading in the stock of the Company by persons sho are in possession of material, non-public information, and also acknosledges and understands the other restrictions set forth in the Company's Insider Trading Policy. 10. No Employment Contract . Nothing in the Plan or this...

  • Page 174
    ... but not limited to, the Plan, the Agreement, the Plan prospectus and any reports of the Company generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company's intranet or the internet site of a third...

  • Page 175
    ... of impliminting, administiring and managing Participant's participation in thi Plan and in thi Company's Amindid and Ristatid 1998 Stock Option Plan (thi "1998 Plan"). Participant undirstands that thi Company and thi Employir may hold cirtain pirsonal information about Participant, including, but...

  • Page 176
    ... upon any change in his or her residence address. [If the Agreement is signed in paper form, complete and emecute the following: ] PARTICIPANT DANAHER CORPORATION Signature Print Name Signature Print Name Title Residence Address 9 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 177
    ... PLAN RESTRICTED STOCK UNIT AGREEMENT (Non-US Employees) Unless othersise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the "Plan") shall have the same defined meanings in this Restricted Stock Unit Agreement (the "Agreement"). I. NOTICE OF GRANT Name...

  • Page 178
    ... issue fractional Shares of Common Stock, but the Committee may, in its discretion, direct the Company to make a cash payment in lieu of fractional Shares. 2 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 179
    ...the "short-term deferral" exemption from the application of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code")). 4. Termination of Employment. (a) General. In the event Participant's active employment sith the Company or an Eligible Subsidiary terminates for...

  • Page 180
    ... remains Participant's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the 4 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted...

  • Page 181
    ... to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to sithhold as a result of Participant...

  • Page 182
    ...securities lass prohibit trading in the stock of the Company by persons sho are in possession of material, non-public information, and also acknosledges and understands the other restrictions set forth in the Company's Insider Trading Policy. 10. No Employment Contract . Nothing in the Plan or this...

  • Page 183
    ... but not limited to, the Plan, the Agreement, the Plan prospectus and any reports of the Company generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company's intranet or the internet site of a third...

  • Page 184
    ... of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant's employment or service contract, if any; 8 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 185
    ... is no longer actively employed for purposes of Participant's RSUs; (m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan or Participant's acquisition or sale of the underlying Shares...

  • Page 186
    ... the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 10 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 187
    ... is signed in paper form, complete and execute the follosing:] PARTICIPANT DANAHER CORPORATION Signature Signature Print Name Print Name Title Residence Address 11 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 188
    ... respect to Participant's participation in the Plan. The information is based on the securities, exchange control and other lass concerning RSUs in effect as of June 2008. Such lass are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the...

  • Page 189
    ...from the sale of the Shares issued upon conversion of the RSUs to China. Participant understands that, under local las, such repatriation of his or her cash proceeds may need to be effected through a special foreign exchange control account established by the Company or one of its subsidiaries or by...

  • Page 190
    ... in Hong Kong. Participant is advised to exercise caution in relation to the RSU asard. If Participant is in any doubt about any of the contents of this Agreement, including this Appendix, or the Plan, Participant should obtain independent professional advice. PARTICIPANT IN INDIA Exchange Control...

  • Page 191
    ... and other contractual benefits granted to Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment. Policy Statement The invitation the Company is making under the Plan is unilateral...

  • Page 192
    ... that he or she does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and its Subsidiaries sith respect to any claim that may...

  • Page 193
    ...and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia. Participant acknosledges that he or she may hold Shares issued under the Plan in Participant's account sith the Company's third party administrator in the U.S. Hosever...

  • Page 194
    ... such payment is made. Participant sill need to provide the institution sith the follosing information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin...

  • Page 195
    ... require Participant to pay Tax-Related Items in cash sith a cashier's check or certified check; (ii) sithholding cash from Participant's sages or other compensation payable to Participant by the Company and/or the Employer; (iii) 19 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 196
    ... necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC sith respect...

  • Page 197
    ...the Danaher Corporation 1998 Stock Option Plan (the " Plan"), effective as of May 5, 1998, amended May 1, 2001, amended as of July 23, 2003, and amended and restated May 4, 2004, to provide options (" Options") to employees to purchase shares of the Company's common stock (the " Common Stock "). The...

  • Page 198
    ... under Adjustments upon Changes in Capital Stock. Subject to the foregoing, the Administrator may set whatever conditions it considers appropriate for the Awards. -2- Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 199
    ... "Fair Market Value" of a share of Common Stock for purposes of the Plan will be determined as follows: if the Common Stock is traded on a national securities exchange, the closing sale price on that date; if the Common Stock is not traded on any such exchange, the closing sale price as reported by...

  • Page 200
    ...the average of the closing bid and asked prices as reported by any other commercial service for such date. For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date shall be determined by using the closing sale price or the average of the closing bid and...

  • Page 201
    ...which the optionee has paid the Exercise Price, at their Fair Market Value on the date of exercise. The Administrator may also, in its discretion, accept attestation of ownership of Common Stock and issue a net number of shares upon Option exercise. -5- Source: DANAHER CORP /DE/, 10-K, February 25...

  • Page 202
    ... under any other Company Plan; Employment Termination Retirement Gross Misconduct For the Company's termination of the participant's employment as a result of the participant's Gross Misconduct, the time of such termination. For purposes of this Plan, " Gross Misconduct " means the participant...

  • Page 203
    ... without limitation any nonsolicitation, nonpiracy of employees, nondisclosure, nondisparagement, works-made-for-hire or similar covenants) in effect between the Company and any Subsidiary thereof, on the one hand, and the former employee on the other hand. Nothing in this Plan extends the term of...

  • Page 204
    ...pay or cover in excess of 10 million shares of Common Stock or the cash value equivalent to that number of shares. The Common Stock may come from treasury shares, authorized but unissued shares, or previously issued shares that the Company reacquires, including shares it purchases on the open market...

  • Page 205
    ..., operating income, gross revenue, profit margin, stock price targets or stock price maintenance, free cash flow, cash flow, return on equity, return on capital, -9- Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 206
    ... with current internal targets, the past performance of the Company (including the performance of one or more Subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current performance of other companies. In the case of earnings-based measures, Performance Objectives...

  • Page 207
    ... 25% of the performance period has been completed. ADJUSTMENTS UPON CHANGES IN CAPITAL STOCK Subject to any required action by the Company (which it shall promptly take) or its stockholders, and subject to the provisions of applicable corporate law, if, after the Date of Grant of an Award, the...

  • Page 208
    ...Award or the Exercise Price except as this ADJUSTMENTS section specifically provides. The grant of an Award under the Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge...

  • Page 209
    ...of all classes of stock of the Company. SUBSIDIARY EMPLOYEES Employees of Company Subsidiaries will be entitled to participate in the Plan, except as otherwise designated by the Board of Directors or the Administrator. "Eligible Subsidiary " means each of the Company's Subsidiaries, except as the...

  • Page 210
    ... applicable documents, including the Company's articles or certificate of incorporation, by-laws, or generally applicable stockholders' agreements. - 14 - Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 211
    ... beneficiary of any previously declared Award. Except as required by law or by the CORPORATE CHANGES section, the - 15 - Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and...

  • Page 212
    ...incurred in connection with the Plan, nor shall such individual be personally liable because of any contract or other instrument he executes in such other capacity. The Company will indemnify and hold harmless each director, employee, or agent of the Company to whom any duty or power relating to the...

  • Page 213
    ... is a "specified employee" as defined in Code Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Plan or an Award constitutes deferred compensation (after taking into account any applicable...

  • Page 214
    ... 10.13 AMENDED AND RESTATED DANAHER CORPORATION & SUBSIDIARIES EXECUTIVE DEFERRED INCENTIVE PROGRAM AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 215
    ... oe the Code and shall constitute an uneunded pension plan maintained eot a select gtoup oe management and highly compensated employees eot putposes oe Title I oe ERISA. Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 216
    ...to Section 3.3. 1.8 Code. The Intetnal Revenue Code oe 1986, as it may be amended etom time to time. 1.9 Common Stock . The common stock oe the Plan Sponsot. 2 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 217
    ... Deeettal Account, Beneeit Account, Rollovet Account, and Disttibution Account putsuant to Sections 3.3(e), 3.4(d), 3.5(b), and 3.6(b) tespectively, oe this Plan; ptovided, howevet, 3 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 218
    ... Common Stock investment option shall atise etom incteases and decteases in the value oe Common Stock tathet than etom the ctediting oe eatnings. 1.21 Eeeective Date. Januaty 1, 2008, except as othetwise ptovided. The otiginal eeeective date oe this Plan is Match 1, 1995. 1.22 Eligible Compensation...

  • Page 219
    ..., ttades, ot businesses," as such tetm shall be deeined in Code Sections 414(b) and 414(c), and that has adopted this Plan by executing an adoption agteement with the Plan Sponsot, the tetms oe which shall theteupon be incotpotated by teeetence as a patt oe the Plan. 1.27 Employment Tetmination Date...

  • Page 220
    ... Beginning Date oe the Peteotmance Cycle but duting the Peteotmance Cycle, a ptesent value eactot applicable 6 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 221
    ... ot any successive petiod oe thtee (3) consecutive Plan Yeats. Eeeective Januaty 1, 2004, a petiod oe one (1) Plan Yeat. 1.48 Peteotmance Shate . One (1) Notional Shate. 7 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 222
    ... (ie any), detetmined as the ptoduct oe (I) the balance in the Patticipant's Beneeit Account as oe 8 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to...

  • Page 223
    ...ot consolidation oe a nonqualieied deeetted compensation plan (as deeined in Code Section 409A) with and into this Plan. 1.60 Specieied Employee . An Employee who is a "key employee" as such tetm is deeined in Code Section 416(i) without tegatd to Code Section 416(i)(5). Fot putposes oe detetmining...

  • Page 224
    ...) etom such absence. 1.70 401(k) Plan . Danahet Cotpotation & Subsidiaties Savings Plan ot any successot theteto, as it may be amended etom time to time. 10 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 225
    ... Eligibility Tetmination Date) equals zeto (0) and his ot het Option Shates Account (ie any) has a zeto (0) balance. 11 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and...

  • Page 226
    ... oe the Peteotmance Shates in a Patticipant's Peteotmance Shates Account with the wtitten consent oe the Patticipant. 12 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed...

  • Page 227
    ... tendeted by the Patticipant in connection with the Option exetcise; (iii) with tespect to the aggtegate matket value oe the Option Gain, (A) the value oe such Option Gain shall be ctedited to the Patticipant's Option Shates Account undet this Plan, (B) the stock option plan shall not issue any...

  • Page 228
    ... ctedited to his ot het Option Shates Account and (ii) the Common Stock Ptice as oe the dividend payment date. (g) Limitations With Respect to Option Shates . (i) No Shateholdet Rights . No Option Shate shall have any legal telation to a shate oe Common Stock and, accotdingly, no Patticipant who...

  • Page 229
    ... on behale oe a Patticipant, the Administtatot shall ctedit the Patticipant's Deeettal Account by such amount. 15 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 230
    ... acceptable to the Administtatot; ptovided, howevet, that a Patticipant may not change his ot het investment election 16 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and...

  • Page 231
    ...the last pteceding Valuation Date ot the date as oe which the Deeettal Account was established; plus 17 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted...

  • Page 232
    ... Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein...information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results...

  • Page 233
    ... amounts ctedited to the Beneeit Account putsuant to Section 3.4(e) oe this Plan duting the Valuation Petiod ending on the Valuation Date; plus 19 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 234
    ...% Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein...information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results...

  • Page 235
    ...Eligible Employee ...Account...DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results...

  • Page 236
    ... that shall apply to the Rollovet Account oe any Rollovet Patticipant who has not made an investment option election putsuant to Subpatagtaph (i) above. 22 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 237
    ... any), and the balance (ie any) in the Patticipant's Rollovet Account (ie any) to zeto dollats ($0). 23 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted...

  • Page 238
    ...places) oe (I) the numbet oe whole months duting the Plan Yeat in which the Disttibution Account had a balance, and (II) twelve (12). 24 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or...

  • Page 239
    ...annivetsaty date occuts and (B) the balance in the Patticipant's Disttibution Account as oe such annivetsaty date. 25 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is...

  • Page 240
    ...and/ot any shates oe Common Stock teptesenting a disttibution oe the Patticipant's Option Shates Account (ie any) payable upon his ot het Employment Tetmination Date in one oe the eollowing eotms oe disttibution: (i) a lump-sum disttibution; ot (ii) annual installments ovet two (2), eive (5) ot ten...

  • Page 241
    ...Stock and the value oe any etactional shates shall be paid in cash...Employment Tetmination Date; ptovided, howevet, that, in the event oe the death oe the Patticipant beeote all such 27 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 242
    ..., calculated as oe the Patticipant's Employment Tetmination Date, the Beneeiciaty's shate oe the numbet oe shates oe Common Stock as equals the numbet oe Option Shates in the Patticipant's Option Shates Account and cash equal to the value oe any etactional Option Shates. (c) Payment oe Installment...

  • Page 243
    ...'s einancial need plus amounts necessaty to pay any income taxes ot penalties teasonably anticipated to tesult etom the disttibution; 29 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted...

  • Page 244
    ... oe such beneeit shall be paid in a lump-sum disttibution in cash to the estate oe the deceased Beneeiciaty. 30 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 245
    ... Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein...information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results...

  • Page 246
    ..., shall be einal and binding upon Employees, Patticipants, Beneeiciaties, and any and all othet petsons dealing with the Plan. 32 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted...

  • Page 247
    ...the Plan to one ot mote petsons, who may ot may not be Employees, and employ ot tetain one ot mote petsons, including accountants and... minot ot the 33 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 248
    ... undet this Plan shall be tequited, eollowing a diligent eeeott by the Administtatot to locate the Patticipant ot Beneeiciaty, such beneeit shall be eoteeited. 34 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 249
    ... Plan Sponsot and its shateholdets that causes the pet-shate eait value oe the Common Stock to change, such as a stock dividend, stock split, spin-oee, tights oeeeting, ot tecapitalization thtough a latge nontecutting cash dividend, the Peteotmance Shates Accounts, Option Shates Accounts, Deeettal...

  • Page 250
    ... employment ot othetwise, except as may be specieically ptovided etom time to time in this Plan, the Ttust Agteement, ot both, and then only to the extent so specieically ptovided. 36 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 251
    ..., thete shall be excess assets temaining, the ttustee theteoe shall pay such excess assets to the Plan Sponsot. 37 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is...

  • Page 252
    ...het sole disctetion, postpone any disttibution to comply with applicable law ot intetnal policies oe the Plan Sponsot. 38 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and...

  • Page 253
    ...the Plan. 39 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information ...information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results...

  • Page 254
    ... (i) the total Section 409A Amount to be disttibuted, divided by (ii) the numbet oe installment payments temaining in the applicable petiod oe annual installments. 40 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 255
    ... yeat in which the payment oe the Section 409A Amount is administtatively ptactical. 41 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate...

  • Page 256
    ... Plan. 42 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information ...information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results...

  • Page 257
    ... Plan to be executed by its duly authotized oeeicet as oe the last date signed by the oeeicet as set eotth below. PLAN SPONSOR: DANAHER CORPORATION By: Daniel L. Comas Date: 43 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 258
    DANAHER CORPORATION & SUBSIDIARIES EXECUTIVE DEFERRED INCENTIVE PROGRAM APPENDIX A APPLICABLE PERCENTAGE I. EFFECTIVE PRIOR TO JANUARY 1, 2004: AGE OF PARTICIPANT TARGET COMPENSATION Under 40 40 and Over Less than $150,000 Gteatet than ot equal to $150,000 II. 3.5% 5.5% 4.5% 6.5% EFFECTIVE ...

  • Page 259
    ... May 1st June 1st July 1st August 1st Septembet 1 st Octobet 1st Novembet 1 st Decembet 1 st 1.00 0.92 0.83 0.75 0.67 0.50 0.50 0.42 0.33 0.25 0.17 0.08 B-1 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 260
    ... or any other Code provision include successor provisions, related regulations, and amendments.) PARTICIPANTS The Participants in the Plan shall be the Executive Officers of the Company (including those of any subsidiary, operating unit, or division). Executive Officer has the meaning set forth in...

  • Page 261
    ... and related terms and conditions, for each Performance Period within the Applicable Period. A Participant's potential Award may be expressed in dollars or may be based on a formula that is consistent with the provisions of the Plan. -2- Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered...

  • Page 262
    ...operating unit results (subject to the Committee's exercise of negative discretion): earnings per share (on a fully diluted or other basis), pretax or after tax net income, operating income, gross revenue, profit margin, stock price targets or stock price maintenance, working capital, free cash...

  • Page 263
    ... comparisons with internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current performance of other companies. In the case of earnings-based measures, Performance Goals...

  • Page 264
    ... apply, unless deferred pursuant to the Plan. CERTIFICATION No Award will be paid unless and until the Committee, based on the Company's audited financial results for such Performance Period (as prepared and reviewed by the Company's independent public accountants) to the extent applicable, has...

  • Page 265
    ..., receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant's employer. NEGATIVE DISCRETION ADJUSTMENTS OTHER PLANS The Committee's powers include the power to make Negative Discretion Adjustments , which...

  • Page 266
    ... the Plan may not be assigned, pledged, or otherwise transferred in any way, whether by operation of law or otherwise or through any legal or equitable proceedings (including bankruptcy), by the Participant to any person. Each Participant may designate in a written form filed with the Committee (or...

  • Page 267
    ..., officer, other employee or agent of the Company will be liable to any Participant, former Participant, spouse, Beneficiary, or any other person or entity for any claim, loss, liability, or expense incurred in connection with the Plan. No member of the Committee will be liable for any action or...

  • Page 268
    ... is a "specified employee" as defined in Code Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Plan constitutes deferred compensation (after taking into account any applicable exemptions...

  • Page 269
    Exhibit 10.15 OF SENIOR LEADER'S SEVERANCE PAY PLAN DANAHER CORPORATION AND ITS A FFILIATED COMPANIES PLAN AND SUMMARY PLAN DESCRIPTION Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or...

  • Page 270
    ...11 1S 14 -i- V. Termination or Amendment of the Plan VI. VII. VIII. How the Plan is Administered How to Make or Appeal a Claim Other Plan Provisions ERISA Rights General Information IX. X. Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The...

  • Page 271
    ..., Danaher Corporation Executive Officers, Corporate Officers, Executive Vice Presidents, Senior Vice Presidents, Group Executives, etc.) or is a management employee who is a direct report to employees in such a senior leadership role. -1- Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered...

  • Page 272
    ... of their jobs or positions; termination by the Employer prior to and in connection with a sale or divestiture of the Employer, or any division, business unit, plant or office location of the Employer, where the employees affected are not offered continuing or new employment by the purchaser or the...

  • Page 273
    ... to receive long term disability benefits; 5. the employee's position is eliminated by the Employer, but the employee is offered and refuses the same or a substantially similar position at comparable base salary and comparable annual target incentive compensation at the same location or within...

  • Page 274
    ...rata earnings during the term of employment. B. Amount of Severance Pay Employees are not entitled to any severance pay or benefits under the Plan unless they sign (and do not later revoke) a Separation and General Release Agreement (discussed below). Eligible employees who sign (and do not later...

  • Page 275
    ... employee eligible for severance payments who is enrolled in one or more of the following programs under the Danaher Corporation and Subsidiaries Medical Plan, Dental -5- C. Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 276
    ...for employees generally during the Severance Period, the change in rates will apply to individuals receiving severance payments. Enrollment in all other Employer benefits, including the Danaher Corporation & Subsidiaries Disability Plan and the Danaher Corporation & Subsidiaries Life Insurance Plan...

  • Page 277
    ... pay and benefits under the Plan, an eligible employee must sign a Separation and General Release Agreement in a form prepared by the Company, and this Separation and General Release Agreement shall have the effect of waiving and releasing all legally waivable claims or lawsuits against the Employer...

  • Page 278
    ...-1(b)(4) and not deferred compensation under Section 409A. If any payments are provided to an eligible employee under the Plan after March 15th of the calendar year following the eligible employee's "separation of service" (as defined by Section 409A), then to the extent the total of such payments...

  • Page 279
    ... need to make a claim for benefits under the Plan to receive Plan benefits (other than completing the Separation and General Release Agreement to obtain severance pay and benefits). However, if an employee believes he is entitled to -9- Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 280
    ...claimant's right to bring a civil action under Section 50S(a) of ERISA following a denial of the claim on review. (5) B. Appealing a Denied Claim - A claimant who does not agree with the decision of the Benefits Committee may appeal to the Corporate Vice President - Human Resources. A claimant may...

  • Page 281
    ... paid from the general assets of the Employer. No employee, officer, director or agent of the Employer guarantees in any manner the payment of Plan severance pay. -11- Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 282
    ... the Employee Benefits Security Administration. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, copies of the latest annual report (Form 5500 Series) and an updated summary plan description. The Plan Administrator may make a reasonable...

  • Page 283
    ... rights under ERISA, or if needs assistance in obtaining documents from the Plan Administrator, the participant should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and...

  • Page 284
    ... 1S th Floor Washington, D.C. S0006 Telephone: (S0S) 8S8 0850 Plan Number: Plan Sponsor: Plan Sponsor's Employer Identification Number: 59-1995548 Danaher Corporation Attention: Benefits Committee c/o Vice President - Benefits S099 Pennsylvania Avenue, 1S th Floor Washington, D.C. S0006 Telephone...

  • Page 285
    ... of January 1, 2009, by and between Danaher Corporation, a Delaware corporation (the "Company"), and Henry Lawrence Culp, Jr. (the "Executive"). WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and conditions set forth herein...

  • Page 286
    ... with at least equivalent benefits thereunder (including, without limitation, the Executive Deferred Incentive Program, and each group life insurance and accident plan, medical and dental insurance plans, and disability plan); provided, however, that, changes in such plans or arrangements may be...

  • Page 287
    ... are accounted for in accordance with the policies and procedures established by the Company. The Company shall also provide the Executive during the term of his employment hereunder with an automobile allowance of $2,000 per month. 3 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered...

  • Page 288
    ... Company business, business plan, product, service, procedure, strategy, method (including the Danaher Business System), technique, technology, research, strategy, plan, customer or supplier information, customer or supplier list, financial data, technical data, computer files, and computer software...

  • Page 289
    ..., or encourage any employee of the Company or any of the Company's affiliates to render services for any other person, firm, entity, or corporation or to terminate his or her employment with the Company. 9. Termination of Employment. (a) Death. The Executive's employment hereunder shall terminate...

  • Page 290
    ... President and Chief Executive Officer of the most senior resulting entity of the affiliated group of which Company or the surviving entity is a member after the Corporate Event; or 6 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 291
    ... the corporation resulting from the Business Combination (including, without limitation, a corporation which as a result of the transaction owns the Company or all or substantially 7 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information...

  • Page 292
    ...; (ii) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; 8 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 293
    ... companies, it being understood, however, that, unless otherwise specified elsewhere in this Agreement or in the other such plan, program, policy, practice or contract because of the nature of the termination, no amounts or benefits shall vest as a result of the termination and employee benefits...

  • Page 294
    ..., without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive's employment had...

  • Page 295
    ... hundred percent (200%) of the limit on annual compensation that may be taken into account for qualified plan purposes under Section 401(a)(17) of the Code for the year of his termination of employment; provided that, if the Executive dies following his termination of employment but prior to the six...

  • Page 296
    ...survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein. 12 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar...

  • Page 297
    ... its own costs and expenses in connection with any arbitration or court proceeding (including fees and disbursements of counsel), subject to Section 10(d)(iii) hereof. 16. Legal Fees. The Company shall promptly pay the legal fees and expenses incurred by the Executive in connection with negotiation...

  • Page 298
    .... DANAHER CORPORATION By: /s/ Steven M. Rales Name: Steven M. Rales Title: Chairman of the Board Date of Execution: December 30, 2008 THE EXECUTIVE: /s/ H. Lawrence Culp, Jr. Henry Lawrence Culp, Jr. Date of Execution: December 30, 2008 14 Source: DANAHER CORP /DE/, 10-K, February 25, 2009...

  • Page 299
    ... listed as Exhibit 10.20, except as to the name of the executive, date of execution and governing law: Daniel L. Comas Philip W. Knisely James A. Lico Thomas P. Joyce, Jr. Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 300
    ... each quarter of service; $2,500 for each board meeting they attend (whether by telephone or in person); $1,000 for each committee meeting they attend (whether by telephone or in person); an annual grant of options to purchase 4,000 shares of Danaher common stock with a ten-year term, which...

  • Page 301
    ...Company's customers and vendors are not generally known, and the documents and information regarding, among other things, the Company's employees and talent, the Danaher Business System, customers, vendors, services, products, technology, formulations, methods of operation, sales, marketing, pricing...

  • Page 302
    ... of the Danaher Business System, lease structure, processes, designs, plans, architecture, prototypes, models, software, source code, object code, solutions, personal or performance information about employees, Talent Reviews and Organizational Plans, research and development, copyrights, patent...

  • Page 303
    ... in the ownership, management, operation, or control of, or be employed by any person, company or entity which is in competition with the Company, with which I would hold a position with responsibilities similar to any position I 3 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 304
    ...the termination of my employment or relationship with the Company, in any capacity in which I would work with or support products or services competitive with or similar to the products, services, or support offered by, performed by, developed by or created by me for the Company during the 24 months...

  • Page 305
    ... incentive compensation, bonus amounts, benefits and similar items) at the monthly rate in effect on the date of my termination to be paid on the same schedule as if I were still employed by the Company (the "Severance Payments") provided I sign a release of all claims, including, but not limited...

  • Page 306
    ... of Danaher or any other name under which any such entities does business. 9. Certification . I agree not to disclose to the Company, or use in my work for the Company, any confidential information and/or trade secrets belonging to others, including without limitation, my prior employers, or...

  • Page 307
    ... I will not make any false, disparaging or derogatory statement(s) to any media outlet, industry group, financial institution, current or former employee, consultant, client or customer of the Company, or any other entity or person, which are adverse to the interests, products, services or personnel...

  • Page 308
    ... or relationship with the Company. Agreed to by: Danaher Corporation By: Associate Signature Associate's Printed Name Print Name and Title Date: Date: 8 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 309
    ... listed as Exhibit 10.33, except as to the name of the executive, date of execution and governing law: Daniel L. Comas Philip W. Knisely James A. Lico Thomas P. Joyce, Jr. Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained...

  • Page 310
    ...Company's customers and vendors are not generally known, and the documents and information regarding, among other things, the Company's employees and talent, the Danaher Business System, customers, vendors, services, products, technology, formulations, methods of operation, sales, marketing, pricing...

  • Page 311
    ... of the Danaher Business System, lease structure, processes, designs, plans, architecture, prototypes, models, software, source code, object code, solutions, personal or performance information about employees, Talent Reviews and Organizational Plans, research and development, copyrights, patent...

  • Page 312
    ... in the ownership, management, operation, or control of, or be employed by any person, company or entity which is in competition with the Company, with which I would hold a position with responsibilities similar to any position I 3 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by...

  • Page 313
    ...the termination of my employment or relationship with the Company, in any capacity in which I would work with or support products or services competitive with or similar to the products, services, or support offered by, performed by, developed by or created by me for the Company during the 24 months...

  • Page 314
    ...in my work for the Company, any confidential information and/or trade secrets belonging to others, including without limitation, my prior employers, or any prior inventions made by me and which the Company is not otherwise legally entitled to learn of or use. Furthermore, by executing this Agreement...

  • Page 315
    ... I will not make any false, disparaging or derogatory statement(s) to any media outlet, industry group, financial institution, current or former employee, consultant, client or customer of the Company, or any other entity or person, which are adverse to the interests, products, services or personnel...

  • Page 316
    ... or relationship with the Company. Agreed to by: Danaher Corporation By: Associate Signature Associate's Printed Name Date: Print Name and Title Date: 7 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 317
    ...recognize the continued difficulty in obtaining appropriate liability insurance coverage for the Corporation's directors and officers in light of the significant and continual increases in the cost of such insurance and the general trend of insurance companies to reduce the scope of coverage of such...

  • Page 318
    ..., as a director, officer, fiduciary, partner, trustee, member or employee of, or in a similar capacity with, any Enterprise. (c) The term "Enterprise" shall mean the Corporation and any other corporation, partnership, joint venture, trust, limited liability company, employee benefit plan or other...

  • Page 319
    ... of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Agreement. (f) The term "Independent Counsel" shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and...

  • Page 320
    ... behalf of the Indemnitee in connection with the defense or settlement of such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that, if applicable law so requires, no...

  • Page 321
    ...Corporation's rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such proceeding. The Corporation will be entitled to participate in any such Proceeding at its own expense. Indemnitee shall have the right to engage Indemnitee's own counsel in connection...

  • Page 322
    ... so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in 6 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 323
    ...to believe his conduct was unlawful, if his action is based on the records or books of account of the Enterprise, or on information supplied to him by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given...

  • Page 324
    ... and as to action in another capacity while holding office for the Corporation. Nothing contained in this Agreement shall be deemed to prohibit the Corporation 8 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 325
    ...purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Corporation ... to the Company. 9 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 326
    ... the foregoing does not apply to or limit the Indemnitee's rights under Delaware law or the Corporation's Certificate of Incorporation or ByLaws. 10 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 327
    ... have caused this Agreement to be duly executed as of the day and year first above written. DANAHER CORPORATION By: Name: Title: INDEMNITEE: 11 Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 328
    ... included in the tax provision in the Company's Consolidated Condensed Statements of Earnings and is excluded from the computation of fixed charges. Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 329
    Exhibit 21.1 DANAHER CORPORATION & SUBSIDIARIES Company Name Jurisdiction C66141 Ontario Inc. AB Qualitrol AKM ABEK LLC AC Intermediate Co. ACCU-Sort Asia Pacific PTE LTD ACCU-SORT Europe GmbH ACCU-SORT Systems Australia PTY.LTD ACCU-SORT Systems, Inc. ACME-Cleveland Corporation Allesee ...

  • Page 330
    ... Danaher Finance APS Danaher Finance Company Danaher Finance Company AB Danaher Finance Company Limited Danaher Finance Company, LLC Danaher Foundation Danaher GbR Danaher General Partner Company Inc. Danaher HK Holdings Ltd. United Kingdom Mexico United Kingdom United Kingdom France China China...

  • Page 331
    ... Controls GmbH Danaher Insurance Company Danaher IP Ireland Ltd Danaher Linear GmbH Danaher Luxembourg Sarl Danaher Malta Limited Danaher Medical ApS Danaher Motion (Hong Kong) Limited Danaher Motion Finance GmbH Danaher Motion GmbH Danaher Motion Holding GmbH Danaher Motion i Flen AB Danaher Motion...

  • Page 332
    ... LTDA. Fluke Electronics Canada LP Fluke Electronics Corporation Fluke Electronics Sdn. Bhd. (Malaysia) Fluke Europe B.V. Fluke Finance Company EHF Fluke Finance Company LTD Fluke Finland OY Fluke France S.A.S. Fluke Holding B.V. Fluke Holding Company AB Fluke Holding Company Limited Fluke Iberica...

  • Page 333
    ... S.R.L. Gilbarco Veeder-Root Asia Pte Ltd Gilbarco Verwaltungs GmbH Gilbert & Barker (NZ) PTY LTD Gilbert & Barker Australia PTY LTD GLI International Limited GP eta s.r.o. Great Plains Meter, Inc. Hach Company Hach Lange AB Hach Lange Acquisition Limited Hach Lange ApS Norway United Kingdom China...

  • Page 334
    ... SA Hach Ultra Analytics South Africa Pty. Ltd. Hand Tool Design Corporation Hart Scientific, LLC Hawk IR International Limited Hawk IR International SARL Hawk IR International, Inc Heat Transfer Guarantee Co., LLC Hecon Properties, Inc. Hector Finance LTD Helen Acquisition Corp. Hengstler Controle...

  • Page 335
    ... (Hong Kong) Limited Jacobs Chuck Manufacturing Company Jacobs Chuck Manufacturing Company Ltd. (Suzhou) Jacobs Chuck Trading Co. Ltd. (Shanghai) Jacobs Holding Company Jacobs Holdings Ltd. Jacobs Manufacturing Co. Ltd. Jacobs Mexico, S.A.de C.V. Jacobs Vehicle Systems, Inc. Janos Technology LLC...

  • Page 336
    ... Kerr U.K. Limited KerrHawe S.A KERRSPOFA LTD. Kingsley Tools, Inc. Kollmorgen Asia Investment Company Kollmorgen Corporation Kollmorgen Finance Private Ltd. Co. Kollmorgen Holding Company AB Kollmorgen India Investment Company Kollmorgen International LLC Kollmorgen Overseas Development Corporation...

  • Page 337
    ... GmbH Light Controls Corp. Linear Motion LLC Linx Acquisition Limited Linx Asia Limited Linx Printing Technologies Limited Ireland United Kingdom Taiwan New South Wales Victoria Victoria United Kingdom Germany Delaware Victoria Singapore China Portugal Spain Hong Kong Singapore China Denmark...

  • Page 338
    ... Gears Corp. Matco Tools Canada Matco Tools Corporation Maxtek Components Corporation McCormick Selph Holdings, Inc. McCrometer, Inc. Mechanics Custom Tools Corporation Metrex Research Corporation Metron US., Inc. Microtest Europe LTD. Moonsilk Holdings Limited Moonsilk Limited Motion Engineering...

  • Page 339
    ...Technologies, LLC Pentron Corporation Pentron Laboratory Technologies, LLC Petroleum Industry Controls, Inc. Piccadilly Precision Engineering LTD Pinnacle Products Inc. Portescap Portescap Danaher Motion U.K. LTD. Portescap Danaher Motion U.S. LLC Portescap France SAS Portescap India Private Limited...

  • Page 340
    ... Saner Linx Beschriftungstechnik SDS Canada Partnership Limited SDS de Mexico, S.A. de C.V. SDS Dental Holdings Company SDS Kerr Co., Limited Sea-Bird Electronics, Inc. Securaplane Technologies, Inc. Sendx Medical Inc. Senstronics Holdings Limited Senstronics Limited Service Station Products Company...

  • Page 341
    ... Family of Companies, LLC Superior Electric Holding Group LLC Surgipath Canada, Inc. Surgipath Europe Limited Surgipath Medical Industries, Inc. Swiss Precision Parts Corp. SWL Management GmbH Sybron Alberta Limited Sybron Canada Funding Limited Partnership Sybron Canada General Partner Company...

  • Page 342
    ... Company Thomson 60 Case LLC Thomson Barnstaple Limited Thomson Bay Company LLC Thomson Industries S.de R.L. de C.V. Thomson Industries, Inc. Thomson International Holdings LLC Thomson Micron LLC Tianjin Danaher Motion Co. Ltd. Tollo Linear AB Trojan Investment Company LP Trojan Technologies...

  • Page 343
    ... Company Veeder-Root Do Brasil LTDA Veeder-Root Environmental Systems, Ltd. Veeder-Root Finance Company Veeder-Root Finance GmbH Veeder-Root GmbH Veeder-Root Holding GmbH Veeder-Root Ltd. Veeder-Root Petroleum Shanghai Venture Measurement Company LLC Delaware Delaware Brazil United Kingdom United...

  • Page 344
    ... Texas Germany Netherlands Austria United Kingdom Korea Thailand United Kingdom Uruguay Italy China China China China United Kingdom Switzerland Germany Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 345
    ... July 14, 2006 Registration Statements on Form S-8 Name Registration Number Date Filed Tektronix, Inc. 2005 Stock Incentive Plan and Tektronix, Inc. 2002 Stock Incentive Plan, as amended Danaher Corporation 2007 Stock Incentive Plan and Amended and Restated Danaher Corporation 1998 Stock Option...

  • Page 346
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2009 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer Source: DANAHER CORP /DE/, 10...

  • Page 347
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2009 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer Source: DANAHER CORP /DE/, 10...

  • Page 348
    ... information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Danaher Corporation. Date: February 24, 2009 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer...

  • Page 349
    ... all material respects the financial condition and results of operations of Danaher Corporation. Date: February 24, 2009 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer This certification accompanies the Annual Report on Form 10-K pursuant...