Danaher 2008 Annual Report Download - page 304

held with the Company during the 24 months preceding the termination of my employment or relationship with the Company or in which I would have
responsibility for and access to confidential information similar or relevant to that which I had access to during the 24 months preceding the termination of my
employment or relationship with the Company in any geographic territory over which I had Company responsibilities during the 24 months preceding the
termination of my employment or relationship with the Company.
(d) I agree that during my employment or relationship with the Company and for a period of 24 months thereafter, I will not, nor will I assist any third
party to, directly or indirectly (i) raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of the Company, or any person
who was an employee or independent contractor of the Company during the 6 months preceding the termination of my employment or relationship with the
Company, who possesses or had access to Confidential Information of the Company, to leave the employ of or terminate a relationship with the Company;
(ii) interfere with the performance by any such persons of their duties for the Company; or (iii) communicate with any such persons for the purposes
described in Paragraph 6(d)(i) and (ii).
(e) I agree that during my employment or relationship with the Company, and for a period of 12 months thereafter, I will not, directly or indirectly, on
behalf of myself or any other person, company or entity, utilize or reveal confidential contract or relationship terms with any vendor or customer used by or
served by the Company at any time during the 24 months preceding the termination of my employment or relationship with the Company.
(f) I agree that during my employment or relationship with the Company, and for a period of 12 months thereafter, I will not, directly or indirectly, on
behalf of myself or any other person, company or entity, interfere with or assist any third party in interfering with, the relationship of the Company with any
vendor utilized by the Company at any time during the 24 months preceding the termination of my employment or relationship with the Company.
(g) I agree that during my employment or relationship with the Company and for a period of 12 months thereafter I will not directly or indirectly, on
behalf of myself or any other person, company or entity, participate in the planning, research or development of any products or services, competitive with
products or services of the Company, excluding general industry knowledge, for which I had product or service planning, research or development
responsibilities during the 24 months preceding the termination of my employment or relationship with the Company.
(h) I agree that during my employment or relationship with the Company, and for a period of 12 months thereafter, I will not, directly or indirectly,
become employed or engaged by or affiliated with any person, company or entity that was a vendor or customer of the Company, during the 24 months
preceding 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 preceding the termination of my employment or relationship with the Company.
(i) I agree that nothing in this Section 6 shall limit my obligations under Paragraph 1 of this Agreement. Further, I understand and agree that during my
employment or work relationship and the restricted time periods thereafter designated in this Agreement, while I may gather information to investigate other
employment opportunities, I understand and agree that I shall not make plans or prepare to compete, solicit or take on activities which are in violation of this
Agreement.
7. Additional Payments (Applicable Only to Employees).
(a) Termination Payments. As additional consideration for my obligations in this Agreement, the Company agrees that if the Company terminates my
employment with the Company “without cause” (as defined below), I shall be entitled to nine months base salary (excluding incentive compensation, bonus
amounts, benefits and similar items) at the monthly rate in effect at the time of my termination to be paid on the same schedule as if I were still an employee
(the “Termination Payments”). The Company will reduce the amount of any Termination Payments for withholding and FICA taxes and any other
withholdings and contributions required by law. If the Company terminates me for “cause,” or if I terminate my employment for any reason, I shall not be
entitled to any
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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