Danaher 2008 Annual Report Download - page 298

20. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by
and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof).
21. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and it
supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein other than stock option
agreements and certificates and the Company’s employee benefit plans which are covered by the Employee Retirement Income Security Act of 1974.
22. Section 409A Compliance . It is the intent of this Agreement to comply with the requirements of Section 409A of the Code so that none of the
severance and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and this Agreement
shall be interpreted accordingly. Executive’s right to a series of installment payments under this Agreement shall be treated as a right to a series of separate
payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). The foregoing notwithstanding, the Company shall in no event whatsoever be liable for any
additional tax, interest or penalty incurred by the Executive as a result of the failure of any payment or benefit to satisfy the requirements of Section 409A.
23. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of
the day and year first hereinabove written.
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
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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