Danaher 2008 Annual Report Download - page 289

(b) Injunctive Relief. In the event the restrictions against engaging in a competitive activity contained in Section 8(a) hereof shall be determined by
any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or
by reason of their being too extensive in any other respect, Section 8(a) hereof shall be interpreted to extend only over the maximum period of time for
which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects
as to which it may be enforceable, all as determined by the court in the action.
(c) Non-Solicitation. The Executive covenants and agrees that the Executive will not, during the Executive’s employment hereunder and for a
period of three (3) years thereafter solicit, induce, entice, or encourage or attempt to solicit, induce, entice, 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 upon the Executive’s death.
(b) By the Company. The Company may terminate the Executive’s employment hereunder under the following circumstances:
(i) The Company may terminate the Executive’s employment hereunder for “Disability.” For purposes of this Agreement, the Company
shall have the right to terminate the Executive’s employment by reason of “Disability” if, as a result of the Executive’s incapacity due to physical
or mental illness, the Executive shall have been absent from his duties hereunder on a full-time basis for the entire period of six (6) consecutive
months, and within thirty (30) days after written notice of termination is given shall not have returned to the performance of his duties hereunder
on a full-time basis.
(ii) The Company may terminate the Executive’s employment hereunder with or without “Cause.” For purposes of this Agreement, “Cause”
shall mean (A) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than any such failure
resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice
of Termination, as defined in Section 9(e), by the Executive for Good Reason, as defined in Section 9(c)), after demand for substantial
performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not
substantially performed his duties, which is not cured within thirty (30) days after notice of such failure has been given to the Executive by the
Company, (B) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise
(including, but not limited to, conduct that violates Section 8(a) hereof), or (C) the Executive’s conviction of any felony. For purposes of this
paragraph, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done by him not in good
faith and without reasonable belief that his action or omission was in the best interest of the Company.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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