Danaher 2008 Annual Report Download - page 306

Agreement fails to meet the requirements of Section 409A, the Company shall not have any liability for any tax, penalty or interest imposed on me by
Section 409A, and I shall have no recourse against the Company for payment of any such tax, penalty or interest imposed by Section 409A.
8. Best Efforts. I agree that during my employment or relationship with the Company, I will devote my best efforts to the performance of my duties and the
advancement of the Company and shall not engage in any other employment, profitable activities, or other pursuits which would cause me to disclose or utilize
the Company’s Confidential Information, or reflect adversely on the Company. This obligation shall include, but is not limited to, obtaining the Company’s
consent prior to performing tasks for customers of the Company outside of my customary duties for the Company, giving speeches or writing articles, blogs,
or posts, about the business of the Company, improperly using the name of the Company or identifying my association or position with the Company in a
manner that reflects unfavorably upon the Company. I further agree that I will not use, incorporate, or otherwise create any business entity or organization or
domain name using any name confusingly similar to the name Danaher Corporation or the name of any affiliate 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 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, I certify that I am not subject to any restrictive covenants and/or obligations that would prevent me from
fully performing my duties for the Company. I also agree that after my employment or relationship with the Company terminates, the Company may contact
any employer or prospective employer of mine to inform them of my obligations under this Agreement and that, for a period of five (5) years after my
employment or relationship with the Company terminates, I shall affirmatively provide this Agreement to all subsequent employers.
10. Injunctive Relief and Attorney’s Fees . In the event of a breach or a threatened breach of this Agreement by me, I acknowledge and agree that the
Company will face irreparable injury which would be difficult to calculate in monetary terms and for which damages would be an inadequate remedy, I agree
that the Company shall be entitled, in addition to remedies otherwise available at law or in equity, to obtain and enforce immediately temporary restraining
orders, preliminary injunctions and final injunctions without the posting of a bond enjoining such breach or threatened breach. Should the Company
successfully enforce any portion of this Agreement before a trier of fact, the Company shall be entitled to receive and recover from me all of its reasonable
attorney’s fees, litigation expenses and costs incurred as a result of enforcing this Agreement against me.
11. Amendment, Waiver, Severability and Merger. Except as set forth in Paragraph 13 below, this Agreement is my entire agreement with the Company
with respect to the subject matter hereof, and it amends (to the extent enforceable) all previous oral or written understandings or agreements, if any, made by or
with the Company regarding the same subject matter and can be revoked or modified only by a written agreement signed by me and the Company. No waiver
of any breach of any provision of this Agreement by the Company shall be effective unless it is in writing and no waiver shall be construed to be a waiver of
any succeeding breach or as a modification of any provision of this Agreement. The provisions of this Agreement shall be severable and if any provision of
this Agreement is found by any court to be unenforceable, in whole or in part, the remainder of this Agreement as well as the provisions of my prior agreement
with the Company, if any, regarding the same subject matter as that which was found unenforceable herein shall nevertheless be enforceable and binding on
the parties. I also agree that the trier of fact may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is
valid and enforceable under applicable law. Further, I acknowledge and agree that I have not, will not and cannot rely on any representations not expressly
made herein. The terms of this Agreement shall not be amended by me or the Company except by the express written consent of the Company and me. The
paragraph headings in this Agreement are for convenience of reference and in no way define, limit or affect the meaning of this Agreement.
12. At-Will Employment Status. I acknowledge and agree that nothing in this Agreement shall be construed or is intended to create a guarantee of
employment, express or implied, for any specific period of time. I acknowledge and agree that this Agreement does not require me to continue my employment
or relationship with the Company for any particular length of time (unless otherwise agreed to in writing as an independent contractor or consultant) and shall
not be construed to require the Company to continue my employment, relationship or
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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