Danaher 2008 Annual Report Download - page 317

Exhibit 10.35
INDEMNIFICATION AGREEMENT
This Agreement is made as of the day of 200 , by and between Danaher Corporation, a Delaware corporation (the “Corporation), and
(the “Indemnitee”), a director or officer of the Corporation.
WHEREAS, it is essential to the Corporation to retain and attract as directors and officers the most capable persons available; and
WHEREAS, the Corporation and Indemnitee recognize the continued difficulty in obtaining appropriate liability insurance coverage for the
Corporation’s directors and officers in light of the significant and continual increases in the cost of such insurance and the general trend of insurance
companies to reduce the scope of coverage of such insurance; and
WHEREAS, the Corporation and Indemnitee further recognize the increase in corporate litigation in general, subjecting directors and officers to expensive
litigation risks at the same time as the availability, cost and scope of coverage of liability insurance provide increasing challenges to the Corporation; and
WHEREAS, it is now and has always been the express policy of the Corporation to indemnify its directors and officers; and
WHEREAS, the Corporation desires the Indemnitee to serve, or continue to serve, as a director or officer of the Corporation.
NOW THEREFORE, the Corporation and the Indemnitee do hereby agree as follows:
1. Agreement to Serve. The Indemnitee agrees to serve or continue to serve as a director or officer of the Corporation for so long as the Indemnitee is duly
elected or appointed or until the effective date of Indemnitee’s resignation, if earlier.
2. Definitions. As used in this Agreement:
(a) The term “Change in Control” shall mean the earliest to occur after the date of this Agreement of any one of the following:
(i) any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the
Corporation representing thirty percent (30%) or more of the combined voting power of the Corporation’s then outstanding securities;
(ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at
the beginning of such period constitute the Board of Directors of the Corporation (the “Board”), and any new director (other than (x) any director designated by
a person who has entered into an agreement with the Corporation to effect a transaction described in Sections 2(a)(i), 2(a)(iii), 2(a)(iv) or 2(a)(v), and (y) any
director whose initial assumption of office occurs as a result of an actual or threatened
Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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