Danaher 2008 Annual Report Download - page 320

reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in
settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with 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 and, with respect to any criminal Proceeding,
had no reasonable cause to believe that his or her conduct was unlawful.
(b) Indemnification in Proceedings by or in the Right of the Corporation . The Corporation shall indemnify the Indemnitee in accordance with the
provisions of this Section 3(b) if the Indemnitee was or is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to
procure a judgment in its favor (other than a Proceeding referred to in Section 6 below) by reason of the Indemnitee’s Corporate Status or by reason of any
action alleged to have been taken or omitted in connection therewith, against all Expenses actually and reasonably incurred by or on 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 indemnification shall be made under this
Section 3(b) in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to
the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses
as the Court of Chancery or such other court shall deem proper.
4. Indemnification of Expenses of Successful Party . Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been
successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein (other than a Proceeding referred to in
Section 6), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection
therewith. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
5. Indemnification for Expenses of a Witness. To the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a witness in any
Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of
the Indemnitee in connection therewith.
6. Exceptions to Right of Indemnification . Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the
Indemnitee under this Agreement:
(a) in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was (i) approved by the Board, or (ii) in
connection with successfully establishing Indemnitee’s right to indemnification or advancement of Expenses under this Agreement; or
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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