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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

FORM 10-K

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2008

OR

® TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934
For the transition period from to

Commission File Number: 1-8089

DANAHER CORPORATION
(Exact n am e of re gistran t as spe cifie d in its ch arte r)

Delaware 59-1995548
(State of incorporation ) (I.R.S . Em ploye r Ide n tification n u m be r)

2099 Pennsylvania Ave. N.W., 12th Floor


Washington, D.C. 20006-1813
(Addre ss of Principal Exe cu tive O ffice s) (Zip C ode )

Registrant’s telephone number, including area code: 202-828-0850

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Nam e of Each Exch an ge O n W h ich


C lass Re giste re d
Common Stock $.01 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE
(Title of C lass)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ®

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ® No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No ®

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K ® .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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(Check one):

Large accelerated filer x Accelerated filer ®


Non-accelerated filer ® (Do not check if a smaller reporting company) Smaller reporting company ®

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ® No x

As of February 12, 2009, the number of shares of Registrant’s common stock outstanding was 318,701,106. The aggregate market value of
common shares held by non-affiliates of the Registrant on June 27, 2008 was $19.3 billion, based upon the closing price of the Registrant’s
common shares as quoted on the New York Stock Exchange composite tape on such date.

EXHIBIT INDEX APPEARS ON PAGE 104

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the Registrant’s proxy statement for its 2009 annual meeting of stockholders to
be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end. With the exception of the sections of the 2009 Proxy
Statement specifically incorporated herein by reference, the 2009 Proxy Statement is not deemed to be filed as part of this Form 10-K.
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TABLE OF CONTENTS

PAGE
PART I
Item 1. Business 3
Item 1A. Risk Factors 15
Item 1B. Unresolved Staff Comments 23
Item 2. Properties 23
Item 3. Legal Proceedings 24
Item 4. Submission of Matters to a Vote of Security Holders Executive Officers of the Registrant 24
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 26
Item 6. Selected Financial Data 27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61
Item 8. Financial Statements and Supplementary Data 62
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 102
Item 9A. Controls and Procedures 102
Item 9B. Other Information 102
PART III
Item 10. Directors, Executive Officers and Corporate Governance 103
Item 11. Executive Compensation 103
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 103
Item 13. Certain Relationships and Related Transactions, and Director Independence 103
Item 14. Principal Accountant Fees and Services 103
PART IV
Item 15. Exhibits and Financial Statement Schedules 103

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INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS


Certain information included or incorporated by reference in this Annual Report, written statements or other documents filed with or furnished
by us to the SEC, in our press releases or in our communications and discussions through webcasts, conference calls and other presentations,
may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements, including statements regarding: projections of revenue, profit,
profit margins, expenses and cost-reduction activities, our effective tax rate, our tax provision and changes to our tax provision, tax audits,
cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures; plans, strategies and
objectives of management for future operations, including statements relating to anticipated operating performance, new product and service
developments, purchase commitments, potential acquisitions and synergies, potential public offerings of securities, our stock repurchase
program and executive compensation; growth and other trends in markets we sell into; future economic conditions or performance; the impact
of adopting new accounting pronouncements; the outcome of outstanding claims, legal proceedings or other contingent liabilities;
assumptions underlying any of the foregoing; and any other statements that address activities, events or developments that Danaher
Corporation (“Danaher,” “we,” “us,” “our”) intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking
statements may be characterized by terminology such as “believe,” “anticipate,” “should,” “would,” “intend,” “plan,” “will,” “expects,”
“estimates,” “projects,” “positioned,” “strategy,” and similar expressions. These statements are based on assumptions and assessments made
by our management in light of their experience and perception of historical trends, current conditions, expected future developments and other
factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not
limited to the risks and uncertainties set forth under “Item 1A. Risk Factors” in this Annual Report.

Any such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may
differ materially from those envisaged by such forward-looking statements. Forward-looking statements speak only as of the date of the report,
statement, document, press release, webcast, call or other presentation in which they are made. We do not assume any obligation to update
any forward-looking statement.

PART I
ITEM 1. BUSINESS
General
We derive our sales from the design, manufacture and marketing of professional, medical, industrial, commercial and consumer products,
which are typically characterized by strong brand names, proprietary technology and major market positions. Our business consists of four
segments: Professional Instrumentation, Medical Technologies, Industrial Technologies, and Tools & Components.

We strive to create shareholder value through:


• delivering sales growth, excluding the impact of acquired businesses, in excess of the overall market growth for our products and
services;
• upper quartile financial performance compared to our peer companies; and
• upper quartile cash flow generation from operations compared to our peer companies.

To accomplish these goals, we use a set of tools and processes, known as the DANAHER BUSINESS SYSTEM (“DBS”), which are designed
to continuously improve business performance in critical areas of quality, delivery, cost and innovation. Within the DBS framework, we pursue
a number of ongoing strategic initiatives intended to improve our performance, including initiatives relating to manufacturing improvement,
idea generation, product development and commercialization and global sourcing of materials and services. To further these objectives we also
acquire businesses that either strategically fit within our existing business portfolio or expand our portfolio into a new and attractive business
area. We believe that many acquisition opportunities remain available within our target markets. The extent to which appropriate acquisitions
are made and effectively integrated can affect our overall growth and operating results. We also continually assess the strategic fit of our
existing businesses and may divest businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on
investment.

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Danaher Corporation, originally DMG, Inc., was organized in 1969 as a Massachusetts real estate investment trust. In 1978 it was reorganized
as a Florida corporation under the name Diversified Mortgage Investors, Inc. (“DMI”) which in a second reorganization in 1980 became a
subsidiary of a newly created holding company named DMG, Inc. We adopted the name Danaher in 1984 and were reincorporated as a
Delaware corporation following the 1986 annual meeting of our shareholders.

Operating Segments
The table below describes the percentage of our total annual revenues attributable to each of our four segments over each of the last three
fiscal years:

For th e Ye ars En de d De ce m be r 31
S e gm e n t 2008 2007 2006

Professional Instrumentation 38% 32% 31%


Medical Technologies 26% 27% 23%
Industrial Technologies 26% 29% 32%
Tools & Components 10% 12% 14%

Sales in 2008 by geographic destination were: North America, 50% (including 47% in the U.S.); Europe, 31%; Asia/Australia, 14%; and other
regions, 5%. For additional information regarding our segments and sales by geography, please refer to Note 17 in the Consolidated Financial
Statements included in this Annual Report.

PROFESSIONAL INSTRUMENTATION
Businesses in our Professional Instrumentation segment offer professional and technical customers various products and services that are
used to enable or enhance the performance of their work. The Professional Instrumentation segment encompasses two strategic lines of
business: environmental and test and measurement. Sales for this segment in 2008 by geographic destination were: North America, 46%;
Europe, 29%; Asia/Australia, 19%; and other regions, 6%.

Environmental. The environmental businesses serve two main markets: water quality and retail/commercial petroleum. We entered the water
quality sector in 1996 through the acquisition of American Sigma and have enhanced our geographical coverage and product and service
breadth through subsequent acquisitions, including the acquisition of Dr. Lange in 1998, Hach Company in 1999, Viridor Instrumentation in
2002, Trojan Technologies Inc. in 2004 and ChemTreat, Inc. in 2007. Today, we are a worldwide leader in the water quality sector. Our water
quality operations design, manufacture and market:
• a wide range of analytical instruments, related consumables, and associated services that detect and measure chemical, physical,
and microbiological parameters in drinking water, wastewater, groundwater, ocean bodies and ultrapure water;
• ultraviolet disinfection systems; and
• industrial water treatment solutions, including chemical treatment solutions and analytical services intended to address corrosion,
scaling and biological growth problems in boiler, cooling water and industrial waste water applications.

Typical users of our analytical instruments, related consumables and associated services, and our ultraviolet disinfection systems, include
professionals in municipal drinking water and wastewater treatment plants, industrial process water and wastewater treatment facilities, third-
party testing laboratories and environmental field operations. Typical users of our industrial water treatment solutions include professionals in
industrial plants in a wide range of industries. Customers in these industries choose suppliers based on a number of factors including the
customer’s existing supplier relationships, product performance and ease of use, the comprehensiveness of the supplier’s product offering
and the other factors described under “—Competition.” Our water quality business provides products under a variety of well-known brands,
including HACH, HACH/LANGE, TROJAN TECHNOLOGIES, CHEMTREAT and SEA BIRD. Manufacturing facilities are located in North
America, Europe, and Asia. Sales are made through our direct sales personnel, independent representatives, independent distributors and e-
commerce.

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We have participated in the retail/commercial petroleum market since the mid-1980s through our Veeder-Root business, and have enhanced
our geographic coverage and product and service breadth through various acquisitions including the acquisitions of Red Jacket in 2001,
Gilbarco in 2002 and Autotank Ltd. in 2008. Today, we are a leading worldwide provider of products and services for the retail/commercial
petroleum market. Through the Gilbarco Veeder-Root business, we design, manufacture, and market a wide range of retail/commercial
petroleum products and services, including:
• environmental monitoring and leak detection systems;
• vapor recovery equipment;
• fuel dispensers;
• point-of-sale and merchandising systems;
• submersible turbine pumps; and
• remote monitoring and outsourced fuel management services, including compliance services, fuel system maintenance, and
inventory planning and supply chain support.

Typical users of these products include independent and company-owned retail petroleum stations, high-volume retailers, convenience stores,
and commercial vehicle fleets. Customers in this industry choose suppliers based on a number of factors including product features,
performance and functionality, the supplier’s geographical coverage and the other factors described under “—Competition.” We market our
retail/commercial petroleum products under a variety of brands, including GILBARCO, VEEDER-ROOT, RED JACKET and GILBARCO
AUTOTANK. Manufacturing facilities are located in North America, Europe, Asia and South America. Sales are generally made through
independent distributors and our direct sales personnel.

Test and Measurement. Our test and measurement business was created in 1998 through the acquisition of Fluke Corporation, and has since
been supplemented by the acquisitions of a number of additional test and measurement businesses. We doubled the size of the test and
measurement business with the acquisition of Tektronix, Inc. in November 2007. Our test and measurement business consists of four primary
businesses.

The Fluke businesses design, manufacture, and market a variety of compact professional test tools, as well as calibration equipment, for
electrical, industrial, electronic, and calibration applications. These test products measure voltage, current, resistance, power quality,
frequency, pressure, temperature and air quality. Typical users of these products include electrical engineers, electricians, electronic
technicians, medical technicians, and industrial maintenance professionals. Products in this business are marketed under a variety of brands,
including FLUKE, RAYTEK, FLUKE BIOMEDICAL and AMPROBE. Sales in the Fluke business are generally made through independent
distributors as well as direct sales personnel.

The Fluke Networks business provides software and hardware products used for testing, monitoring and analyzing local and wide area
(“enterprise”) networks and the fiber and copper infrastructure of those networks. Typical users of these products include computer network
engineers and technicians. Products in this business are primarily marketed under the FLUKE NETWORKS brand. Sales in the Fluke Networks
business are generally made through direct sales personnel as well as independent distributors.

The Tektronix Instruments business offers general purpose test products as well as a variety of video test, measurement and monitoring
products. Tektronix’s general purpose products, including oscilloscopes, logic analyzers, signal sources and spectrum analyzers, are used to
capture, display and analyze streams of electrical data. Typical users include research and development engineers who use these products to
design, de-bug and manufacture electronic components, subassemblies and end-products in a wide variety of industries, including the
communications, computer, consumer electronics, education, military/aerospace and semiconductor industries. Tektronix’s video test products
include waveform monitors, video signal generators, compressed digital video test products and other test and measurement equipment used
to help ensure delivery of the best possible video experience to the viewer. Typical users of these products include video equipment
manufacturers, content developers and traditional television broadcasters. Products in this business are marketed under the TEKTRONIX and
MAXTEK brands. Sales in the Tektronix Instruments business are generally made through direct sales personnel as well as independent
distributors and resellers.

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The Tektronix Communications business offers network management solutions, network diagnostic equipment and related support services
for both fixed and mobile telecommunications networks. Network management tools continuously manage network performance and help
optimize the service performance of the communications network. Network diagnostic equipment is used to test and monitor
telecommunications networks. Typical users of these products include telecommunication network operators and technicians. Products in this
business are marketed under the TEKTRONIX brand. Sales in the Tektronix Communications business are generally made through direct sales
personnel as well as independent distributors and resellers.

Test and measurement business manufacturing facilities are located in North America, Europe, and Asia. Our test and measurement
businesses are leaders in their served market segments. The test and measurement industry continues to be competitive, both in the United
States and abroad. We face competition from companies who compete with us in multiple product categories and from companies who
compete with us in specialized areas of test and measurement. Competition in the Fluke businesses is based on a number of factors, including
the performance, ruggedness, ease of use, ergonomics and aesthetics of the product and the other factors described under “—Competition.”
Competition in the Tektronix businesses is also based on a number of factors, including product performance, technology and product
availability as well as the other factors described under “—Competition.”

MEDICAL TECHNOLOGIES
Our Medical Technologies segment consists of businesses that offer research and clinical medical professionals various products and
services that are used in connection with the performance of their work. Sales for this segment in 2008 by geographic destination were: Europe,
41%; North America, 39%; Asia/Australia, 15%; and other regions, 5%.

We entered the medical technologies line of business in 2004 through the acquisitions of Kaltenbach & Voigt GmbH & Co KG (KaVo), Gendex,
and Radiometer A/S. We have subsequently added to the medical technologies business through various acquisitions, most notably the
acquisitions of Leica Microsystems in 2005 and Sybron Dental Specialties and Vision Systems Limited in 2006. The medical technologies
businesses serve four main markets: dental, acute care, pathology and life sciences research.

Dental. We are a leading worldwide provider of dental products. Through our dental products businesses we design, manufacture and market
a variety of products used primarily in the dental field, including:
• impression, bonding and restorative materials;
• endodontic systems and related consumables;
• infection control products;
• orthodontic bracket systems and lab products;
• implant systems;
• air and electric handpieces;
• treatment units; and
• digital imaging and other visualization and magnification systems.

Typical users of these products include dentists, orthodontists, endodontists, oral surgeons, dental technicians, and other oral health
professionals. Dental professionals choose dental products based on a number of factors, including product performance, the product’s
capacity to enhance productivity and the other factors described under “—Competition.” Our dental products are marketed primarily under the
KAVO, GENDEX, IMAGING SCIENCES INTERNATIONAL, PELTON & CRANE, MARUS, DEXIS, ORMCO, KERR, SYBRON ENDO,
SYBRON IMPLANT SOLUTIONS, TOTAL CARE, ORASCOPTIC and PENTRON brands. Manufacturing facilities are located in Europe, North
America and South America. Sales are generally made through independent distributors, with the exception of orthodontic, implants and
endodontic products which are generally sold directly to the end user.

Acute Care. Our acute care diagnostics business was created in 2004 through the acquisition of Radiometer and has since been supplemented
by additional acquisitions. Our acute care diagnostics business is a leading worldwide provider of blood gas and immunochemistry
instruments and related consumables and services. Sold under the

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RADIOMETER brand, these instruments are used to rapidly measure critical immunochemistry parameters including blood gases and
diagnostic protein levels. Typical users of Radiometer products include hospital central laboratories, intensive care units, hospital operating
rooms, and hospital emergency rooms. Customers in this industry select products based on a number of factors, including the accuracy and
speed of the product, the scope of tests that can be performed, the product’s ability to enhance productivity and the other factors described
under “—Competition.” Manufacturing facilities are located in Europe and North America, and sales are made primarily through our direct
sales personnel and through distributors in some countries.

Pathology Diagnostics. Our pathology diagnostics business was created in 2005 through the acquisition of Leica Microsystems and has been
expanded through subsequent acquisitions, including Vision Systems in 2006 and Surgipath Medical Industries, Inc. and CoreTech in 2008.
Our pathology diagnostics business is a leading global provider of instrumentation and related consumables used throughout the workflow of
a pathology laboratory. Our pathology diagnostics products include:
• slide barcoding devices;
• tissue embedding, processing and slicing (microtomes) instruments and related consumables;
• chemical and immuno-staining instruments; and
• protein and DNA detection chemistries.

Typical users of our pathology diagnostic products include pathologists, lab managers and researchers. Customers in this industry select
products based on a number of factors, including operational reliability, the product’s ability to produce consistent samples and the breadth of
the offered reagent portfolio, as well as the other factors described under “—Competition.” We generally market our products under the
LEICA BIOSYSTEMS and SURGIPATH brands. Manufacturing facilities are located in Europe and Australia. The businesses sell to customers
through direct sales personnel.

Life Sciences Instrumentation. Our life sciences instrumentation business was created in 2005 through the acquisition of Leica Microsystems
and has been expanded through subsequent acquisitions. Our Leica business is a leading global provider of professional microscopes
designed to manipulate, preserve and capture images of, and enhance the user’s visualization of, microscopic structures. Our life sciences
products include:
• laser scanning (confocal) microscopes;
• compound microscopes and related equipment;
• surgical and other stereo microscopes; and
• specimen preparation products for electron microscopy.

Typical users of our products include research, medical and surgical professionals operating in research and pathology laboratories, academic
settings and surgical theaters. Customers in this industry select products based on a number of factors, including product performance and
ergonomics, the product’s capacity to enhance productivity, and the other factors described under “—Competition.” We generally market our
products under the LEICA MICROSYSTEMS brand. Manufacturing facilities are located in Europe, Australia, Asia and the United States. The
businesses sell to customers through a combination of our direct sales personnel, independent representatives and independent distributors.

INDUSTRIAL TECHNOLOGIES
Businesses in our Industrial Technologies segment manufacture products and sub-systems that are typically incorporated by customers and
systems integrators into production and packaging lines as well as incorporated by original equipment manufacturers (OEMs) into various
end-products. Many of the businesses also provide services to support their products, including helping customers integrate and install the
products and helping ensure product uptime. Our Industrial Technologies segment encompasses two strategic lines of business, product
identification and motion, and two focused niche businesses, aerospace and defense, and sensors and controls. Sales for this segment in 2008
by geographic destination were: North America, 52%; Europe, 34%; Asia/Australia, 10%; and other regions, 4%.

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Product Identification. We entered the product identification market through the acquisition of Videojet in 2002, and have expanded our
product and geographic coverage through various subsequent acquisitions, including the acquisitions of Willett International Limited and
Accu-Sort Systems Inc. in 2003 and Linx Printing Technologies PLC in January 2005. We are a leader in our served product identification
market segments. Our businesses design, manufacture, and market a variety of equipment used to print and read bar codes, date codes, lot
codes, and other information on primary and secondary packaging. Typical users of these products include food and beverage manufacturers,
pharmaceutical manufacturers, retailers, package and parcel delivery companies, the United States Postal Service and commercial printing and
mailing operations. Customers in this industry choose suppliers based on a number of factors, including printer speed and accuracy,
equipment uptime and reliable operation without interruption, ease of maintenance, service coverage and the other factors described under
“—Competition.” Our product identification products are marketed under a variety of brands, including VIDEOJET, ACCU-SORT, WILLETT,
ZIPHER, ALLTEC and LINX. Manufacturing facilities are located in the United States, Europe, South America, and Asia. Sales are generally
made through our direct sales personnel and independent distributors.

Motion. We entered the motion control industry through the acquisition of Pacific Scientific Company in 1998, and have subsequently
expanded our product and geographic breadth with additional acquisitions, including the acquisitions of American Precision Industries,
Kollmorgen Corporation and the motion businesses of Warner Electric Company in 2000, and Thomson Industries in 2002. We are currently
one of the leading worldwide providers of precision motion control equipment. Our businesses provide a wide range of products including:
• standard and custom motors;
• drives;
• controls; and
• mechanical components (such as ball screws, linear bearings, clutches/brakes, and linear actuators).

These products are sold in various precision motion markets such as the markets for packaging equipment, medical equipment, robotics, circuit
board assembly equipment, elevators and electric vehicles (such as lift trucks). Customers are typically systems integrators who use our
products in production and packaging lines and OEMs that integrate our products into their machines and systems. Customers in this
industry choose suppliers based on a number of factors, including the comprehensiveness of the supplier’s product offering, the geographical
coverage offered by the supplier and the other factors described under “—Competition.” Our motion products are marketed under a variety of
brands, including KOLLMORGEN, THOMSON, DOVER and PORTESCAP. Manufacturing facilities are located in the United States, Europe,
Latin America, and Asia. Sales are generally made through our direct sales personnel and independent distributors.

Aerospace and Defense. Our aerospace and defense business designs, manufactures, and markets a variety of aircraft and defense equipment,
including:
• smoke detection and fire suppression systems;
• energetic material systems;
• electronic security systems;
• linear actuators;
• electrical power generation systems; and
• submarine periscopes and related sensors.

These product lines came principally from the acquisitions of Pacific Scientific in 1998 and Kollmorgen in 2000 and have been supplemented by
several subsequent acquisitions. Typical users of these products include commercial and business aircraft manufacturers as well as defense
systems integrators and prime contractors. Customers in this industry choose suppliers based on a number of factors, including the supplier’s
experience with the particular technology or application in the aerospace and defense industry, product reliability and the other factors
described under “—Competition.” Our aerospace and defense products are marketed under a variety of brands, including the PACIFIC
SCIENTIFIC, SUNBANK, SECURAPLANE, KOLLMORGEN ELECTRO-OPTICAL, ARTUS, CALZONI and OECO brands. Sales are generally
made through our direct sales personnel.

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Sensors & Controls. Our sensors & controls products include instruments that measure and control discrete manufacturing variables such as
temperature, position, quantity, level, flow, and time. Users of these products span a wide variety of manufacturing markets. Certain
businesses included in this group also make and sell instruments, controls and monitoring systems used by the electric utility industry to
monitor their transmission and distribution systems. These products are marketed under a variety of brands, including DYNAPAR,
HENGSTLER, PARTLOW, PREDYNE, WEST, NAMCO, GEMS SENSORS, SETRA, QUALITROL and HATHAWAY. Sales are generally made
through our direct sales personnel and independent distributors.

Manufacturing facilities of our Industrial Technologies focused niche businesses are located in the United States, Latin America, Europe, and
Asia.

TOOLS & COMPONENTS


Our Tools & Components segment encompasses one strategic line of business, mechanics’ hand tools, and four focused niche businesses:
Delta Consolidated Industries, Hennessy Industries, Jacobs Chuck Manufacturing Company and Jacobs Vehicle Systems. Sales for this
segment in 2008 by geographic destination were: North America, 85%; Asia/Australia, 8%; Europe, 5%; and other regions, 2%.

Mechanics’ Hand Tools. The mechanics’ hand tools business consists of several companies that do business as the Danaher Tool Group
(“DTG”), and Matco Tools (“Matco”). DTG is one of the largest worldwide producers of general purpose mechanics’ hand tools, primarily
ratchets, sockets, and wrenches, and specialized automotive service tools for the professional and “do-it-yourself” markets. DTG has been the
principal manufacturer of Sears Holdings Corporation’s CRAFTSMAN line of mechanics’ hand tools for over 65 years. Matco manufactures
and distributes professional tools, toolboxes and automotive equipment through independent mobile distributors, who sell primarily to
professional mechanics under the MATCO brand. Professional and do-it-yourself mechanics typically select tools based on quality, brand,
price, relevant innovative features and the other factors described under “—Competition.”

We market tool products under our own brand names and also private-label products for certain customers. The hand tools that we sell into
the industrial and consumer markets are branded under the ARMSTRONG, ALLEN, GEARWRENCH and SATA names, while service tools for
the automotive markets are branded under the K-D TOOLS name. Typical users of DTG products include professional automotive and
industrial mechanics as well as “do-it-yourself” consumers. Manufacturing facilities are located in the United States and Asia. Sales are
generally made through independent distributors and retailers.

Delta Consolidated Industries. Delta is a leading manufacturer of automotive truckboxes and industrial gang boxes, which it sells primarily
under the DELTA and JOBOX brands. These products are used by both commercial users, such as contractors, and individual consumers.
Sales are generally made through independent distributors and retailers.

Hennessy Industries. Hennessy is a leading North American full-line wheel service equipment manufacturer, providing brake lathes, vehicle
lifts, tire changers, wheel balancers, and wheel weights under the AMMCO, BADA, and COATS brands. Typical users of these products are
automotive tire and repair shops. Sales are generally made through our direct sales personnel, independent distributors, retailers, and original
equipment manufacturers.

Jacobs Chuck Manufacturing Company. Jacobs designs, manufactures, and markets chucks and precision tool and work holding devices,
primarily for the portable power tool industry, under the JACOBS brand. Founded by the inventor of the three-jaw drill chuck, Jacobs
maintains a worldwide leadership position in drill chucks. Customers are primarily major manufacturers of portable power tools, and sales are
typically made through our direct sales personnel.

Jacobs Vehicle Systems (“JVS”). JVS is a leading worldwide supplier of supplemental braking systems for commercial vehicles, selling JAKE
BRAKE brand engine retarders for class 6 through 8 vehicles and bleeder and exhaust brakes for class 2 through 7 vehicles. Customers are
primarily major manufacturers of class 2 through class 8 vehicles, and sales are typically made through our direct sales personnel.

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Manufacturing facilities of our Tools & Components focused niche businesses are located in the United States and Asia.

************************************

The following discussions of Materials, Intellectual Property, Competition, Seasonal Nature of Business, Backlog, Working Capital,
Employee Relations, Research and Development, Government Contracts, Regulatory Matters, International Operations and Major
Customers include information common to all of our segments.

Materials
Our manufacturing operations employ a wide variety of raw materials, including steel, copper, cast iron, electronic components, aluminum,
plastics and other petroleum-based products. Prices of oil and gas also significantly affect our costs for freight and utilities. We purchase raw
materials from a large number of independent sources around the world. No single supplier is material, although for some of the components
that we use that require particular specifications there may be a limited number of suppliers that can readily provide such components. We
utilize a number of techniques, including the use of alternative materials and qualification of multiple sources of supply, to address potential
disruption in our supply chain. There have been no raw material shortages that have had a material adverse effect on our business as a whole,
although over the last three years the prices of raw materials have been volatile and for several types of raw materials prices increased
substantially in 2007 and 2008 before declining late in 2008. For a further discussion of risks related to the materials and components required
for our operations, please refer to “Item 1A. Risk Factors.”

Intellectual Property
We own numerous patents, trademarks, copyrights, trade secrets and licenses to intellectual property owned by others. Although in
aggregate our intellectual property is important to our operations, we do not consider any single patent or trademark to be of material
importance to any segment or to the business as a whole. From time to time, however, we do engage in litigation to protect our intellectual
property rights. For a discussion of risks related to our intellectual property, please refer to “Item 1A. Risk Factors.” All capitalized brands and
product names throughout this document are trademarks owned by, or licensed to, Danaher or its subsidiaries.

Competition
Although our businesses generally operate in highly competitive markets, our competitive position cannot be determined accurately in the
aggregate or by segment since none of our competitors offer all of the same product lines or serve all of the same markets as we do. Because of
the diversity of the products we sell and the variety of markets we serve, we encounter a wide variety of competitors, including well-
established regional or specialized competitors, as well as larger companies or divisions of larger companies that have greater sales, marketing,
research, and financial resources than we do. We are facing increased competition in a number of our served markets as a result of the entry of
new, large companies into certain markets, the entry of competitors based in low-cost manufacturing locations, and increasing consolidation in
particular markets. The number of competitors varies by product line. Our management believes that we have a market leadership position in
many of the markets we serve. Key competitive factors vary among our businesses and product lines, but typically include the specific factors
noted above with respect to each particular business, as well as price, quality, delivery speed, service and support, innovation, distribution
network, and brand name. For a discussion of risks related to competition, please refer to “Item 1A. Risk Factors.”

Seasonal Nature of Business


General economic conditions have an impact on our business and financial results, and certain of our businesses experience seasonal and
other trends related to the industries and end-markets that they serve. For example, European sales are often weaker in the summer months,
medical and capital equipment sales are often stronger in the fourth calendar quarter, sales to original equipment manufacturers are often
stronger immediately preceding and following the launch of new products, and sales to the United States government are often stronger in the
third calendar quarter. However, as a whole, we are not subject to material seasonality.

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Working Capital
We maintain an adequate level of working capital to support our business needs. There are no unusual industry practices or requirements
relating to working capital items. In addition, our sales and payment terms are generally similar to those of our competitors.

Backlog
The table below provides the unfulfilled orders attributable to each of our four segments at the end of 2008 and 2007 ($ in millions):

As of De ce m be r 31
S e gm e n t 2008 2007

Professional Instrumentation $ 619 $ 597


Medical Technologies 176 235
Industrial Technologies 783 811
Tools & Components 58 66

We expect that a large majority of unfilled orders will be delivered to customers within 3 to 4 months. Given the relatively short delivery
periods and rapid inventory turnover that are characteristic of most of our products and the shortening of product life cycles, we believe that
backlog is indicative of short-term revenue performance but not necessarily a reliable indicator of medium or long-term performance.

Employee Relations
At December 31, 2008, we employed approximately 50,300 persons, of which approximately 22,100 were employed in the United States. Of these
United States employees, approximately 2,700 were hourly-rated, unionized employees. Outside the United States, we have government-
mandated collective bargaining arrangements or union contracts in certain countries, particularly in Europe where many of our employees are
represented by unions or works councils. While we generally have experienced satisfactory relations at our various locations, we are subject
to potential work stoppages, union and works council campaigns and potential labor disputes, any of which could adversely impact our
productivity and results of operations.

Research and Development


The table below describes our research and development expenditures over each of the last three years, by segment and in the aggregate ($ in
millions):

For th e Ye ars En de d De ce m be r 31
S e gm e n t 2008 2007 2006

Professional Instrumentation * $ 375 $ 272 $ 174


Medical Technologies 190 168 123
Industrial Technologies 148 150 133
Tools & Components 12 11 10
Total $ 725 $ 601 $ 440

* Included in 2007 research and development expenses for the Professional Instrumentation segment is a charge for $60 million related
to acquired in-process research and development in connection with the Tektronix acquisition.

We conduct research and development activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease
of use and reliability of our existing products and expanding the applications for

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which uses of our products are appropriate. Our research and development efforts include internal initiatives and those that use licensed or
acquired technology. We anticipate that we will continue to make significant expenditures for research and development as we seek to provide
a continuing flow of innovative products to maintain and improve our competitive position. For a discussion of the risks related to the need to
develop and commercialize new products and product enhancements, please refer to “Item 1A. Risk Factors.”

Government Contracts
Although the substantial majority of our revenue in 2008 was from customers other than governmental entities, we have agreements relating to
the sale of products to government entities, primarily involving products in the aerospace and defense, product identification, water quality,
motion and mechanics’ hand tool businesses. As a result, we are subject to various statutes and regulations that apply to companies doing
business with the government. For a discussion of risks related to government contracting requirements, please refer to “Item 1A. Risk
Factors.”

Regulatory Matters
We face comprehensive government regulation both within and outside the United States relating to the development, manufacture, sale and
distribution of our products and services. The following sections describe certain of these regulations.

Environmental Laws and Regulations


Our operations are subject to environmental laws and regulations in the jurisdictions in which they operate, which impose limitations on the
discharge of pollutants into the ground, air and water and establish standards for the use, generation, treatment, storage and disposal of
hazardous and non-hazardous wastes. A number of our operations involve the handling, manufacturing, use or sale of substances that are or
could be classified as hazardous materials within the meaning of applicable laws. We must also comply with various health and safety
regulations in both the United States and abroad in connection with our operations. Compliance with these laws and regulations has not had
and, based on current information and the applicable laws and regulations currently in effect, is not expected to have a material adverse effect
on our capital expenditures, earnings or competitive position, and we do not anticipate material capital expenditures for environmental control
facilities. For a discussion of risks related to compliance with environmental and health and safety laws, please refer to “Item 1A. Risk
Factors.”

In addition to environmental compliance costs, we from time to time incur costs related to alleged damages associated with past or current
waste disposal practices or other hazardous materials handling practices. For example, generators of hazardous substances found in disposal
sites at which environmental problems are alleged to exist, as well as the owners of those sites and certain other classes of persons, are subject
to claims brought by state and federal regulatory agencies pursuant to statutory authority. We have received notification from the U.S.
Environmental Protection Agency, and from state and non-U.S. environmental agencies, that conditions at a number of sites where we and
others previously disposed of hazardous wastes require clean-up and other possible remedial action, including sites where we have been
identified as a potentially responsible party under U.S. federal and state environmental laws and regulations. We have projects underway at a
number of current and former manufacturing facilities, in both the United States and abroad, to investigate and remediate environmental
contamination resulting from past operations. We are also from time to time party to personal injury or other claims brought by private parties
alleging injury due to the presence of or exposure to hazardous substances.

We have made a provision for environmental investigation and remediation and environmental-related personal injury claims with respect to
sites owned or formerly owned by the Company and its subsidiaries. We generally make an assessment of the costs involved for our
remediation efforts based on environmental studies as well as our prior experience with similar sites. If the Company determines that potential
remediation liability for properties currently or previously owned is probable and reasonably estimable, it accrues the total estimated costs,
including investigation and remediation costs, associated with the site. We also estimate our exposure for probable environmental-related
personal injury claims and accrue for this estimated liability. While we actively pursue insurance recoveries as well as recoveries from other
potentially responsible parties, we do not recognize any recoveries for environmental liability claims until realized.

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The ultimate cost of site cleanup is difficult to predict given the uncertainties of our involvement in certain sites, uncertainties regarding the
extent of the required cleanup, the availability of alternative cleanup methods, variations in the interpretation of applicable laws and
regulations, the possibility of insurance recoveries with respect to certain sites and the fact that imposition of joint and several liability with
right of contribution is possible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and other
environmental laws and regulations. Please see Note 7 to the Consolidated Financial Statements for information about the amount of our
environmental provisions. All provisions have been recorded without giving effect to any possible future third party recoveries. For the
reasons described above, we cannot assure you that our estimates of environmental liabilities will not change.

In view of our financial position and provisions for environmental remediation matters and environmental-related personal injury claims and
based on current information and the applicable laws and regulations currently in effect, we believe that our liability related to past or current
waste disposal practices and other hazardous materials handling practices will not have a material adverse effect on our results of operations,
financial condition or cash flow. For a discussion of risks related to past or future releases of, or exposures to, hazardous substances, please
refer to “Item 1A. Risk Factors.”

Medical Devices
Certain of our products are medical devices that are subject to regulation by the United States Food and Drug Administration (the “FDA”) and
by the counterpart agencies of the non-U.S. countries where our products are sold. Some of the regulatory requirements of these foreign
countries are different than those applicable in the United States.

Pursuant to the Federal Food, Drug, and Cosmetic Act (the “FDCA”), the FDA regulates virtually all phases of the development, manufacture,
sale, and distribution of medical devices, including their introduction into interstate commerce, manufacture, advertising, labeling, packaging,
marketing, distribution and record keeping. Pursuant to the FDCA and FDA regulations, certain facilities of our operating subsidiaries are
registered with the FDA as medical device manufacturing establishments. The FDA, as well as industrial standards bodies such as the
International Standards Organization (ISO), regularly inspect our registered and/or certified facilities.

We sell both Class I and Class II medical devices. A medical device, whether exempt from, or cleared pursuant to, the premarket notification
requirements of the FDCA, or approved pursuant to a premarket approval application, is subject to ongoing regulatory oversight by the FDA
to ensure compliance with regulatory requirements, including, but not limited to, product labeling requirements and limitations, including those
related to promotion and marketing efforts, quality system requirements and medical device (adverse event) reporting. For a discussion of risks
related to our regulation by the FDA and counterpart agencies of other countries, please refer to “Item 1A. Risk Factors.”

Certain of our products utilize radioactive material, and we are subject to federal, state and local regulations governing the management,
storage, handling and disposal of these materials.

In addition, we are subject to various federal, state and local laws targeting fraud and abuse in the healthcare industry, including anti-kickback
and false claims laws.

Export/Import Compliance
We are required to comply with various export/import control and economic sanctions laws, including:
• the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls,
which, among other things, imposes license requirements on the export from the United States of defense articles and defense
services (which are items specifically designed or adapted for a military application and/or listed on the United States Munitions
List);
• the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which,
among other things, impose licensing requirements on the export or re-export of certain dual-use goods, technology and software
(which are items that potentially have both commercial and military applications);

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• the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic
sanctions imposed against designated countries, governments and persons based on United States foreign policy and national
security considerations; and
• the import regulatory activities of the U.S. Customs and Border Protection.

Non-U.S. governments have also implemented similar export and import control regulations, which may affect our operations or transactions
subject to their jurisdictions. For a discussion of risks related to export/import control and economic sanctions laws, please refer to “Item 1A.
Risk Factors.”

International Operations
Our products and services are available worldwide, and our principal markets outside the United States are in Europe and Asia. We believe
this geographic diversity allows us to draw on the skills of a worldwide workforce, provides stability to our operations, allows us to drive
economies of scale, provides revenue streams that may help offset economic trends that are specific to individual economies and offers us an
opportunity to access new markets for products. In addition, we believe that our future growth depends in part on our ability to develop
products and sales models that target developing countries. The table below describes annual revenue derived outside the U.S. as a
percentage of total annual revenue for each of the last three years, by segment and in the aggregate:

Ye ar En de d De ce m be r 31
S e gm e n t 2008 2007 2006

Professional Instrumentation 57% 55% 53%


Medical Technologies 64% 63% 66%
Industrial Technologies 51% 50% 50%
Tools & Components 19% 17% 14%
Total percentage of revenue derived outside of the United States 53% 51% 49%

The table below describes long-lived assets located outside the United States as a percentage of total long-lived assets in each of the last
three years, by segment and in the aggregate:

Ye ar En de d De ce m be r 31
S e gm e n t 2008 2007* 2006

Professional Instrumentation 28% 26% 43%


Medical Technologies 58% 60% 55%
Industrial Technologies 18% 18% 24%
Tools & Components 8% 6% 6%
Total percentage of long-lived assets located outside of the United States 37% 37% 42%

* Percentages presented for the year ended December 31, 2007 have been restated to reflect the finalization of the purchase
accounting and associated allocation of long-lived assets, including goodwill and other intangible assets, to appropriate
geographies related to the November 2007 acquisition of Tektronix.

For additional information related to revenues and long-lived assets by country, please refer to Note 17 to the Consolidated Financial
Statements and for information regarding deferred taxes by geography, please refer to Note 13 to the Consolidated Financial Statements.

The manner in which our products and services are sold outside the United States differs by business and by region. Most of our sales in
non-U.S. markets are made by subsidiaries located outside the United States, though we also sell directly from the U.S. into non-U.S. markets
through various representatives and distributors. In countries with low sales volumes, we generally sell through representatives and
distributors.

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Financial information about our international operations is contained in Note 17 of the Consolidated Financial Statements and information
about the possible effects of foreign currency fluctuations on our business is set forth in “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” For a discussion of risks related to our non-US operations and foreign currency exchange,
please refer to “Item 1A. Risk Factors.”

Major Customers
No customer accounted for more than 10% of consolidated sales in 2008, 2007 or 2006.

Available Information
We maintain an internet website at www.danaher.com. We make available free of charge on the website our annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a)
or 15(d) of the Exchange Act, as soon as reasonably practicable after filing such material electronically with, or furnishing such material to, the
SEC. Our Internet site and the information contained on or connected to that site are not incorporated by reference into this Form 10-K.

Corporate Governance Guidelines and Committee Charters


Our Corporate Governance Guidelines, the charters of each of the Audit Committee, the Compensation Committee and the Nominating and
Governance Committee of the Board of Directors, and the Danaher Standards of Conduct (including code of ethics provisions that apply to
our principal executive officer, principal financial officer, principal accounting officer and other senior financial officers) are available in the
“Investors – Corporate Governance” section of our website at www.danaher.com. Stockholders may request a free copy of these documents
from:
Danaher Corporation
Attention: Corporate Secretary
2099 Pennsylvania Avenue, N.W.
12th Floor
Washington, DC 20006

Certifications
We have filed certifications under Rule 13a-14(a) under the Exchange Act as exhibits to this Annual Report on Form 10-K. In addition, our
President and Chief Executive Officer submitted an annual CEO Certification to the New York Stock Exchange on May 7, 2008 in accordance
with the NYSE listing standards.

ITEM 1A. RISK FACTORS


You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this Annual
Report on Form 10-K and other documents we file with the SEC. The risks and uncertainties described below are those that we have
identified as material, but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties
that affect many other companies, such as the current global economic slowdown, disruption in the financial markets and other U.S. and
non-U.S. economic and industry conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest rates,
terrorism, international conflicts, major health concerns, natural disasters or other disruptions of expected economic or business
conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our
business, including our results of operations, liquidity and financial condition.

Deteriorating general economic conditions and uncertainties in the global financial markets may adversely affect our operating results
and financial condition.

Our business is sensitive to changes in general economic conditions, both inside and outside the U.S. Financial markets in the United States
and abroad have experienced extreme disruption in recent months, including, among other things, extreme volatility in security prices, severely
diminished liquidity and credit availability and declining valuations of investments. These disruptions are likely to have an ongoing adverse
effect on the world economy. A continuing economic downturn and financial market disruptions may:
• reduce demand for our products and services, increase order cancellations and result in longer sales cycles and slower adoption of
new technologies;

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• increase the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;
• increase price competition in our served markets;
• result in supply interruptions, which could disrupt our ability to produce our products;
• increase the risk of impairment of long-lived assets due to underutilized manufacturing capacity; and
• increase the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their
contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us.

In addition, although we were able to continue accessing the commercial paper markets throughout 2008, there can be no assurances that the
commercial paper markets will remain available to us or that the lenders participating in our revolving credit facility will be able to provide
financing in accordance with their contractual obligations. We cannot predict the ultimate outcome of these financial market and general
economic developments and they could have a material adverse effect on our ability to draw on our revolving credit facility and borrow money
in the credit markets or otherwise, or on the terms of such borrowings.

We face intense competition and if we are unable to compete effectively, we may face decreased demand or price reductions for our
products.

Our businesses operate in industries that are intensely competitive. Because of the diversity of products we sell and the variety of markets we
serve, we encounter a wide variety of competitors. We are facing increased competition in a number of our served markets as a result of the
entry of new, large companies into certain markets, the entry of competitors based in low-cost manufacturing locations, and increasing
consolidation in particular markets. In order to compete effectively, we must retain longstanding relationships with major customers and
continue to grow our business by establishing relationships with new customers, continually developing new products and services designed
to maintain our brand recognition and leadership position in various product categories and penetrating new markets, including in developing
countries. Our failure to compete effectively may reduce our revenues, profitability and cash flow, and pricing pressures resulting from
competition may adversely impact our profitability.

Our growth depends in part on the timely development and commercialization, and customer acceptance, of new products and product
enhancements based on technological innovation.

We generally sell our products in industries that are characterized by rapid technological changes, frequent new product introductions and
changing industry standards. If we do not develop new products and product enhancements based on technological innovation on a timely
basis, our products will become technologically obsolete over time and our revenues, cash flow, profitability and competitive position will
suffer. Our success will depend on several factors, including our ability to:
• correctly identify customer needs and preferences and predict future needs and preferences;
• allocate our research and development funding to products with higher growth prospects;
• anticipate and respond to our competitors’ development of new products and technological innovations;
• differentiate our offerings from our competitors’ offerings;
• innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have
valuable applications in our served markets;
• obtain adequate intellectual property rights;
• successfully commercialize new technologies in a timely manner, price them competitively and manufacture and deliver new
products in sufficient volumes on time; and
• encourage customers to adopt new technologies.

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In addition, if we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily
in research and development of products that do not lead to significant revenue. Even if we successfully innovate and develop new products
and product enhancements, we may incur substantial costs in doing so, and our profitability may suffer.

Our growth rate could decline if the markets into which we sell our products decline or do not grow as anticipated.

Our growth depends in part on the growth of the markets which we serve. Any decline or lower than expected growth in our served markets
could result in diminished demand for our products and services, which would adversely affect our growth rate and profitability.

Our acquisition of businesses could negatively impact our profitability and return on invested capital.

As part of our business strategy we acquire businesses in the ordinary course, some of which may be material. During 2008, we acquired
seventeen businesses for an aggregate purchase price of approximately $423 million (including transaction costs and net of cash acquired);
during 2007, we acquired twelve businesses for an aggregate purchase price of approximately $3.6 billion (including transaction costs and net
of cash acquired); and during 2006, we acquired eleven businesses for an aggregate purchase price of approximately $2.7 billion (including
transaction costs and net of cash acquired). Our acquisitions involve a number of risks and financial, accounting, managerial and operational
challenges, including the following, any of which could adversely affect our growth and profitability:
• Any acquired business, technology, service or product could under-perform relative to our expectations and the price that we paid
for it, or not perform in accordance with our anticipated timetable.
• Acquisitions could cause our financial results to differ from our own or the investment community’s expectations in any given
fiscal period, or over the long term.
• Acquisition-related earnings charges could adversely impact operating results, particularly in light of the adoption of Statement of
Financial Accounting Standard (SFAS) No. 141 (R), Business Combinations, which will apply to any acquisition completed in 2009
or later. Under SFAS No. 141(R), we will be required to expense a number of acquisition-related items that under previous
accounting rules did not impact our income statement.
• Acquisitions could place unanticipated demands on our management, operational resources and financial and internal control
systems.
• We could experience difficulty in integrating personnel, operations and financial and other systems.
• We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition.
• We may assume by acquisition unknown liabilities, known contingent liabilities that become realized, known liabilities that prove
greater than anticipated, or internal control deficiencies. The realization of any of these liabilities or deficiencies may increase our
expenses, adversely affect our financial position or cause us to fail to meet our financial reporting obligations.
• As a result of our acquisitions, we have recorded significant goodwill and other identifiable intangible assets on our balance sheet.
If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets.

Any inability to consummate acquisitions at our prior rate could negatively impact our growth rate.

We may not be able to consummate acquisitions at similar rates to the past, which could adversely impact our growth rate. Promising
acquisitions are difficult to identify and complete for a number of reasons, including high valuations, the recent tightening of the credit
markets, competition among prospective buyers and the need for regulatory, including antitrust, approvals. Changes in accounting or
regulatory requirements or further deterioration in the credit markets could also adversely impact our ability to consummate acquisitions. Our
ability to grow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate companies and
businesses at appropriate prices and realize anticipated cost savings.

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The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and may result
in unexpected liabilities.

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain
liabilities related to the operation of the company before we acquired it. In most of these agreements, however, the liability of the former
owners is limited and certain former owners may not be able to meet their indemnification responsibilities. We cannot assure you that these
indemnification provisions will fully protect us, and as a result we may face unexpected liabilities that adversely affect our profitability and
financial position.

Contingent liabilities from businesses that we have sold could adversely affect our results of operations and financial condition.

We have retained responsibility for some of the known and unknown contingent liabilities related to a number of businesses we have sold,
such as lawsuits, tax liabilities, product liability claims and environmental matters, and have agreed to indemnify the purchasers of these
businesses for certain known and unknown contingent liabilities. The resolution of these contingencies has not had a material adverse effect
on our results of operations or financial condition but we can not be certain that this favorable pattern will continue.

Our indebtedness may limit our operations and our use of our cash flow.

As of December 31, 2008, we had approximately $2.6 billion in outstanding indebtedness. In addition, we had the ability to incur an additional
$826 million of indebtedness in the form of commercial paper or bank loans under our outstanding facilities and programs. We may also obtain
additional long-term debt and lines of credit to meet future financing needs. Our debt level and related debt service obligations could have
negative consequences, including:
• requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which would
reduce the funds we have available for other purposes such as acquisitions and stock repurchases;
• reducing our flexibility in planning for or reacting to changes in our business and market conditions; and
• exposing us to interest rate risk since a portion of our debt obligations are at variable rates.

We may incur significantly more debt in the future. If we add new debt, the risks described above could increase.

Our current revolving credit facility imposes restrictions on us, including certain restrictions on our ability to incur liens on our assets, and
requires us to maintain a consolidated leverage ratio (the ratio of consolidated indebtedness to consolidated indebtedness plus shareholders’
equity) as of the last day of any fiscal quarter of 0.65 to 1.0 or less. In addition, our long-term debt obligations include covenants that may
adversely affect our ability to incur certain secured indebtedness or engage in certain types of sale and leaseback transactions. Our ability to
comply with these restrictions and covenants may be affected by events beyond our control. If we breach any of these restrictions or
covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our outstanding indebtedness could be
declared immediately due and payable.

We may be required to recognize impairment charges for our long-lived assets.

At December 31, 2008, the net carrying value of long-lived assets (property, plant and equipment, goodwill, other intangible assets and other
long term assets) totaled approximately $13.3 billion. In accordance with generally accepted accounting principles, we periodically assess our
long-lived assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to our business, unexpected
significant changes or planned changes in use of the assets, divestitures and market capitalization declines may result in impairments to
goodwill and other long-lived assets. Future impairment charges could significantly affect our results of operations in the periods recognized.

Foreign currency exchange rates may adversely affect our results of operations and financial condition.

Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar. Increased
strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, which may have a material
adverse effect on sales or require us to lower our prices, and also decrease our reported revenues or margins in respect of sales conducted in
foreign currencies to the extent we are unable or determine not to increase local currency prices. Likewise, decreased strength of the U.S. dollar
could have

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a material adverse effect on the cost of materials and products purchased overseas. In addition, our sales and expenses are translated into U.S.
dollars for reporting purposes. The strengthening or weakening of the U.S. dollar could result in unfavorable translation effects as the results
of transactions in foreign countries are translated into U.S. dollars.

If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may
suffer competitive injury or expend significant resources enforcing our rights.

We own numerous patents, trademarks, copyrights, trade secrets and licenses to intellectual property owned by others, which in aggregate are
important to our operations. The intellectual property rights that we obtain, however, may not provide us a significant competitive advantage.
In addition, the steps that we and our licensors have taken to maintain and protect our intellectual property may not prevent it from being
challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed
or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position
or for other business reasons. Our failure or inability to obtain intellectual property rights that convey competitive advantage, adequately
protect our intellectual property or prevent circumvention or unauthorized use of such property, could adversely impact our competitive
position and results of operations.

Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant
litigation expenses, losses or licensing expenses or be prevented from selling products or services.

From time to time, we receive notices from third parties regarding intellectual property infringement or misappropriation. Our intellectual
property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or
misappropriation. In the event of a successful claim against us, we could lose our rights to critical technology or be required to pay substantial
damages or license fees with respect to the infringed rights, any of which could adversely impact our competitive position, revenues,
profitability and cash flows. Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs
and diversion of management attention and resources, which could adversely affect our profitability and cash flows.

We are subject to a variety of litigation in the course of our business that could adversely affect our results of operations and financial
condition.

We are subject to a variety of litigation incidental to our business, including claims for damages arising out of the use of our products or
services and claims relating to intellectual property matters, employment matters, commercial disputes, competition and sales and trading
practices, environmental matters, personal injury, insurance coverage and acquisition-related matters. Some of these lawsuits include claims
for punitive and consequential as well as compensatory damages. The defense of these lawsuits may divert our management’s attention, we
may incur significant expenses in defending these lawsuits, and we may be required to pay damage awards or settlements or become subject to
equitable remedies that could adversely affect our financial condition, operations and results of operations. Moreover, any insurance or
indemnification rights that we may have may be insufficient or unavailable to protect us against potential loss exposures. In addition,
developments in legal proceedings in any given period may require us to adjust the loss contingency estimates that we have recorded in our
financial statements, which could adversely affect our results of operations in any period.

Our operations, products and services expose us to the risk of environmental liabilities, costs, litigation and violations that could
adversely affect our financial condition, results of operations and reputation.

Certain of our operations, products and services are subject to environmental laws and regulations, which impose limitations on the discharge
of pollutants into the ground, air and water and establish standards for the use, generation, treatment, storage and disposal of hazardous and
non-hazardous wastes. We must also comply with various health and safety regulations in the U.S. and abroad in connection with our
operations. We cannot assure you that we have been or will be at all times in substantial compliance with environmental and health and safety
laws. Failure to comply with any of these laws could result in civil and criminal, monetary and non-monetary penalties and damage to our
reputation. In addition, we cannot provide assurance that our costs of complying with current or future environmental protection and health
and safety laws will not exceed our estimates or adversely affect our financial condition and results of operations.

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In addition, we may incur costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal
practices or other hazardous materials handling practices. We are also from time to time party to personal injury or other claims brought by
private parties alleging injury due to the presence of or exposure to hazardous substances. For additional information regarding these risks,
please refer to “Item 1. Business – Regulatory Matters.” We cannot assure you that our liabilities arising from past or future releases of, or
exposures to, hazardous substances will not exceed our estimates or adversely affect our financial condition, results of operations and
reputation or that we will not be subject to additional claims for personal injury or cleanup in the future based on our past, present or future
business activities.

Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial condition,
results of operations and reputation.

In addition to the environmental regulations noted above, our businesses are subject to extensive regulation by U.S. and non-U.S.
governmental and self-regulatory entities at the federal, state and local levels, including the following:
• We are required to comply with various import laws and export control and economic sanctions laws, which may affect our
transactions with certain customers, business partners and other persons and dealings with or between our employees and
subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain
products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting
the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase
the cost of obtaining, certain products and at times can interrupt our supply of imported inventory.
• Certain of our products are medical devices and other products that are subject to regulation by the FDA, by counterpart agencies
of other countries and by regulations governing the management, storage, handling and disposal of hazardous or radioactive
materials. Violations of these regulations, efficacy or safety concerns or trends of adverse events with respect to our products can
lead to warning letters, declining sales, recalls, seizures, injunctions, administrative detentions, refusals to permit importations,
partial or total shutdown of production facilities or the implementation of operating restrictions, suspension or withdrawal of
approvals and pre-market notification rescissions. In addition, we are subject to various federal, state and local laws targeting fraud
and abuse in the healthcare industry, including anti-kickback and false claims laws.
• We also have agreements relating to the sale of products to government entities and are subject to various statutes and regulations
that apply to companies doing business with the government. The laws governing government contracts differ from the laws
governing private contracts. For example, many government contracts contain pricing and other terms and conditions that are not
applicable to private contracts. Our agreements relating to the sale of products to government entities may be subject to
termination, reduction or modification in the event of changes in government requirements, reductions in federal spending and
other factors. Government contracts that have been awarded to us following a bid process could become the subject of a bid
protest by a losing bidder, which could result in loss of the contract. We are also subject to investigation and audit for compliance
with the requirements governing government contracts, including requirements related to procurement integrity, export control,
employment practices, the accuracy of records and the recording of costs. A failure to comply with these requirements might result
in suspension of these contracts and suspension or debarment from government contracting or subcontracting.

In addition, failure to comply with any of these regulations could result in civil and criminal, monetary and non-monetary penalties, disruptions
to our business, limitations on our ability to manufacture, import and export products and services, and damage to our reputation. Our
products and operations are also often subject to the rules of industrial standards bodies such as the ISO, and failure to comply with these
rules could result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our results of
operations. For additional information regarding these risks, please refer to “Item 1. Business – Regulatory Matters.”

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Our reputation and our ability to do business may be impaired by improper conduct by any of our employees, agents or business partners.

We cannot provide assurance that our internal controls will always protect us from reckless or criminal acts committed by our employees,
agents or business partners that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials,
bribery, competition, money laundering and data privacy. Any such improper actions could subject us to civil or criminal investigations in the
U.S. and in other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties against us or our subsidiaries,
and could damage our reputation.

Changes in our tax rates or exposure to additional income tax liabilities could affect our profitability. In addition, audits by tax
authorities could result in additional tax payments for prior periods.

We are subject to income taxes in the U.S. and in various non-U.S. jurisdictions. Our effective tax rate can be affected by changes in the mix of
earnings in countries with differing statutory tax rates (including as a result of business acquisitions and dispositions and tax planning
strategies), changes in the valuation of deferred tax assets and liabilities, accruals related to contingent tax liabilities, the results of audits and
examinations of previously filed tax returns and changes in tax laws. Any of these factors may adversely affect our tax rate and decrease our
profitability in any period. The amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and
by non-U.S. tax authorities. If these audits result in assessments different from our reserves, our future results may include unfavorable
adjustments to our tax liabilities.

Our defined benefit pension plans are subject to financial market risks that could adversely affect our results of operations and cash flows.

The performance of the financial markets (particularly the equity markets) and interest rates impact our funding obligations under our defined
benefit pension plans. Significant changes in market interest rates, decreases in the fair value of plan assets and investment losses on plan
assets may increase our funding obligations and adversely impact our results of operations and cash flows. The recent volatility in global
capital markets has resulted in significant declines in the fair value of our pension plan assets during 2008.

We have experienced and may continue to experience higher costs to produce our products as a result of rising prices for commodities.

Our manufacturing operations employ a wide variety of raw materials, including steel, copper, cast iron, electronic components, aluminum,
plastics and other petroleum-based products. Prices of oil and gas also significantly affect our costs for freight and utilities. Over the last three
years, the prices of raw materials have been volatile. For several types of raw materials, prices increased substantially in 2007 and 2008 before
declining late in 2008. Due to the highly competitive nature of the industries which we serve and the cost-containment efforts of our
customers, we may be unable to fully pass along cost increases through higher prices. If we are unable fully to recover higher raw material
costs through price increases or offset these increases through other cost reductions, we could experience lower margins and profitability and
our business, results of operations, financial condition and cash flows could be materially and adversely affected.

If we cannot adjust our purchases of materials, components and equipment required for our manufacturing activities to reflect changing
market conditions or customer demand, our income and results of operations may suffer.

We purchase materials, components and equipment from third parties for use in our manufacturing operations. Our income could be adversely
impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations. During a market upturn,
suppliers may extend lead times, limit supplies or increase prices. If we cannot purchase sufficient products at competitive prices and quality
and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed or
our material or manufacturing costs may increase. Conversely, in order to secure supplies for the production of products, we sometimes enter
into non-cancelable purchase commitments with vendors, which could impact our ability to adjust our inventory to reflect declining market
demands. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to
incur additional charges and our profitability may suffer.

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In addition, some of our businesses purchase certain requirements from sole or limited source suppliers. If these or other suppliers encounter
financial, operating or other difficulties or if our relationship with them changes, we could face manufacturing or sourcing interruptions, delays
and inefficiencies.

If we cannot adjust our manufacturing capacity to reflect the demand for our products, our income and results of operations may suffer.

Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, our
manufacturing capacity may at times exceed our production requirements or fall short of our production requirements. Any or all of these
problems could result in the loss of customers, provide an opportunity for competing products to gain market acceptance and otherwise
adversely affect our business and financial results.

Changes in governmental regulations may reduce demand for our products or increase our expenses.

We compete in markets in which we or our customers must comply with federal, state, local and foreign regulations, such as health and safety,
environmental and food and drug regulations and regulations governing communications. We develop, configure and market our products to
meet customer needs created by these regulations. These regulations are complex, change frequently and have tended to become more
stringent over time. Any significant change in any of these regulations could reduce demand for our products or increase our costs of
producing these products.

In addition, in certain of our markets our growth depends in part upon the introduction of new regulations. In these markets, the failure of
governmental and other entities to adopt new regulations, or the adoption of new regulations which our products and services are not
positioned to address, could adversely affect our growth rate. In addition, certain of our customers receive reimbursement from government
insurance programs for some of the costs of the products that they purchase from us. A reduction in governmental support for healthcare
services or adverse changes in legislation governing the delivery or pricing of healthcare services may cause healthcare-industry participants
to purchase fewer of our products and services or to reduce the prices they are willing to pay.

Work stoppages, union and works council campaigns, labor disputes and other matters associated with our labor force could adversely
impact our results of operations and cause us to incur incremental costs.

We have a number of U.S. collective bargaining units and various non-U.S. collective labor arrangements. We are subject to potential work
stoppages, union and works council campaigns and potential labor disputes, any of which could adversely impact our productivity and results
of operations.

Adverse changes in our relationships with, or the financial condition or performance of, key distributors, resellers and other channel
partners could adversely affect our results of operations.

Certain of our businesses sell a significant amount of their products to key distributors, resellers and other channel partners that have valuable
relationships with customers and end-users. Some of these distributors and other partners also sell our competitors’ products, and if they
favor our competitors’ products for any reason they may fail to market our products effectively. Adverse changes in our relationships with
these distributors and other partners, or adverse developments in their financial condition or performance, could adversely affect our results of
operations and cash flows. For example, the recent economic downturn and financial market disruption has increased the possibility that one
or more of our significant customers, or a group of less significant customers, could become insolvent, which could result in uncollectible
accounts receivable in excess of established reserves, preference actions that would require us to repay to the bankruptcy estate payments
recently received from such customer, increased obsolete inventory and impairment of long-lived assets due to underutilized manufacturing
capacity. In addition, the consolidation of distributors in certain of our served industries, as well as the formation of large and sophisticated
purchasing groups in industries such as healthcare, could adversely impact our profitability.

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The inability to hire, train and retain a sufficient number of qualified officers and other employees could impede our ability to compete
successfully.

If we cannot hire, train and retain a sufficient number of qualified officers and other employees, we may not be able to:
• effectively integrate acquired businesses and realize anticipated performance results from those businesses;
• effectively implement the DANAHER BUSINESS SYSTEM throughout our organization and achieve the cost savings and other
benefits that effective implementation of the DBS can achieve; and
• otherwise profitably grow our business.

International economic, political, legal and business factors could negatively affect our results of operations, cash flows and financial
condition.

In 2008, approximately 53% of our sales were derived outside the U.S. Since our growth strategy depends in part on our ability to further
penetrate markets outside the U.S., we expect to continue to increase our sales outside the U.S., particularly in emerging markets. In addition,
many of our manufacturing operations and suppliers are located outside the U.S. Our international business is subject to risks that are
customarily encountered in non-U.S. operations, including:
• interruption in the transportation of materials to us and finished goods to our customers;
• changes in a specific country’s or region’s political or economic conditions;
• trade protection measures and import or export licensing requirements;
• unexpected changes in laws or regulatory requirements, including negative changes in tax laws;
• limitations on ownership and on repatriation of earnings;
• difficulty in staffing and managing widespread operations;
• differing labor regulations;
• differing protection of intellectual property; and
• wars and terrorist activities and the U.S. and international response thereto.

Any of these risks could negatively affect our results of operations, cash flows, financial condition and growth.

Cyclical economic conditions have affected and may continue to adversely affect our financial condition and results of operations.

Certain of our businesses operate in industries that have historically experienced periodic downturns, which have adversely impacted demand
for the equipment and services that we manufacture and market. Any competitive pricing pressures, slowdown in capital investments or other
downturn in these industries could adversely affect our financial condition and results of operations in any given period.

If we suffer loss to our facilities, distribution systems or information technology systems due to catastrophe, our operations could be
seriously harmed.

Our facilities, distribution systems and information technology systems are subject to catastrophic loss due to fire, flood, terrorism or other
natural or man-made disasters. If any of these facilities or systems were to experience a catastrophic loss, it could disrupt our operations, delay
production and shipments and result in large expenses to repair or replace the facility.

ITEM 1B. UNRESOLVED STAFF COMMENTS


None

ITEM 2. PROPERTIES
Our corporate headquarters are located in Washington, D.C. in a facility that we lease. At December 31, 2008, we had 226 significant
manufacturing and distribution locations worldwide, comprising approximately 21 million square feet, of which approximately 13 million square
feet are owned and approximately 8 million square feet are leased. Of

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these manufacturing and distribution locations, 117 facilities are located in the United States and 109 are located outside the United States,
primarily in Europe and to a lesser extent in Asia, the rest of North America, Latin America and Australia. The number of manufacturing and
distribution locations by business segment is:
• Professional Instrumentation, 69;
• Medical Technologies, 52;
• Industrial Technologies, 69; and
• Tools & Components, 36.

We consider our facilities suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing
leases as they expire or in finding alternative facilities. Please refer to Note 11 in the Consolidated Financial Statements included in this Annual
Report for additional information with respect to our lease commitments.

ITEM 3. LEGAL PROCEEDINGS


For a discussion of legal proceedings, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Legal Proceedings”.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No matters were submitted to a vote of security holders during the fourth quarter of 2008.

EXECUTIVE OFFICERS OF THE REGISTRANT


Set forth below are the names, ages, positions and experience of our executive officers. All of our executive officers hold office at the pleasure
of our Board of Directors.

Nam e Age Position O ffice r S ince

Steven M. Rales 57 Chairman of the Board 1984


Mitchell P. Rales 52 Chairman of the Executive Committee 1984
H. Lawrence Culp, Jr. 45 Chief Executive Officer and President 1995
Daniel L. Comas 45 Executive Vice President and Chief Financial Officer 1996
Philip W. Knisely 54 Executive Vice President 2000
James A. Lico 43 Executive Vice President 2002
Thomas P. Joyce, Jr. 48 Executive Vice President 2002
William K. Daniel II 44 Executive Vice President 2006
James H. Ditkoff 62 Senior Vice President – Finance and Tax 1991
Jonathan P. Graham 48 Senior Vice President – General Counsel 2006
Robert S. Lutz 51 Vice President – Chief Accounting Officer 2002
Daniel A. Raskas 42 Vice President – Corporate Development 2004

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Steven M. Rales has served as Chairman of the Board since January 1984. In addition, during the past five years, he has been a principal in
private and public business entities in the areas of manufacturing and film production. Mr. Rales is a brother of Mitchell P. Rales.

Mitchell P. Rales has served as Chairman of the Executive Committee since 1990. In addition, during the past five years, he has been a principal
in private and public business entities in the manufacturing area. Mr. Rales is a brother of Steven M. Rales.

H. Lawrence Culp, Jr. was appointed President and Chief Executive Officer in 2001.

Daniel L. Comas was appointed Executive Vice President and Chief Financial Officer in April 2005. He served as Vice President-Corporate
Development from 1996 to April 2004 and as Senior Vice President-Finance and Corporate Development from April 2004 to April 2005.

William K. Daniel II joined Danaher as Vice President and Group Executive in July 2006 and was appointed Executive Vice President in July
2008. From 1987 until he joined Danaher he worked at ArvinMeritor, Inc., a supplier of motor vehicle systems and components, in a variety of
general management positions, most recently as Senior Vice President.

Philip W. Knisely has served as Executive Vice President since he joined Danaher in June 2000.

James A. Lico was appointed Executive Vice President in September 2005. He has served in a variety of general management positions since
joining Danaher in 1996, including most recently as President of Fluke Corporation from July 2000 until September 2005, as Vice President and
Group Executive of Danaher from December 2002 until September 2005, and as Vice President – Danaher Business Systems Office from
September 2004 until September 2005.

Thomas P. Joyce, Jr. was appointed Executive Vice President in May 2006. He has served in a variety of general management positions since
joining Danaher in 1990, including most recently as Vice President and Group Executive of Danaher from December 2002 until May 2006.

James H. Ditkoff has served as Senior Vice President-Finance and Tax since December 2002.

Jonathan P. Graham joined Danaher as Senior Vice President-General Counsel in July 2006. Prior to joining the company, he served as Vice
President, Litigation and Legal Policy for General Electric Corporation, a diversified industrial company, from October 2004 until June 2006. He
practiced with the law firm of Williams & Connolly LLP, a law firm based in Washington, D.C., from 1988 until September 2004, most recently as
partner from 1996 to September 2004.

Robert S. Lutz has served as Vice President-Chief Accounting Officer since March 2003.

Daniel A. Raskas was appointed Vice President – Corporate Development in November 2004. Prior to joining Danaher, he worked for Thayer
Capital Partners, a private equity investment firm, from 1998 through October 2004, most recently as Managing Director from 2001 through
October 2004.

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PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the New York Stock Exchange under the symbol DHR. As of February 12, 2009, there were approximately 3,059
holders of record of our common stock. The high and low common stock prices per share as reported on the New York Stock Exchange, and
the dividends paid per share, in each case for the periods described below, were as follows:

2008 2007
Divide n ds Divide n ds
Pe r Pe r
High Low S h are High Low S h are
First quarter $88.20 $67.76 $ .03 $75.97 $69.11 $ .02
Second quarter $82.62 $73.04 $ .03 $76.09 $69.61 $ .03
Third quarter $85.00 $68.37 $ .03 $84.35 $72.90 $ .03
Fourth quarter $70.59 $47.20 $ .03 $89.22 $80.04 $ .03

Our payment of dividends in the future will be determined by our Board of Directors and will depend on business conditions, our earnings and
other factors.

Issuer Purchases of Equity Securities


Repurchases of equity securities during the fourth quarter of 2008 are listed in the following table:

Total Num be r of Maxim u m Nu m be r


S h are s Purchase d as of S h are s that May
Total Num be r Ave rage Part of Pu blicly Ye t Be Purchase d
of S h are s Price Paid An n ou n ce d Plans or Un de r Th e Plans
Pe riod Purchase d pe r S h are Program s or Program s (1)
9/27/08– 10/31/08 656,593 $ 55.04 656,593 2,696,800
11/1/08– 11/30/08 719,234 $ 52.81 719,234 1,977,566
12/1/08– 12/31/08 — — — 1,977,566

Total 1,375,827 $ 53.87 1,375,827 1,977,566


(1) On April 21, 2005, the Company’s Board of Directors authorized the repurchase of up to 10 million shares of the Company’s common
stock from time to time on the open market or in privately negotiated transactions. There is no expiration date for the Company’s
repurchase program. The timing and amount of any shares repurchased will be determined by the Company’s management based on its
evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued at any time. Any
repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plan) and
for other corporate purposes.

Recent Issuances of Unregistered Securities


During the fourth quarter of 2008, holders of an aggregate of 33 Liquid Yield Option Notes (LYONs) ($1,000 of principal amount at maturity)
converted the LYONs into an aggregate of 479 shares of Danaher common stock, par value $0.01 per share. The shares of common stock were
issued solely to an existing security holder upon conversion of the LYONs pursuant to the exemption from registration provided under
Section 3(a)(9) of the Securities Exchange Act 1933, as amended.

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ITEM 6. SELECTED FINANCIAL DATA


(in thousands, except per share information)

2008 2007 2006 2005 2004


Sales $12,697,456 $11,025,917 $ 9,466,056 $7,871,498 $6,776,505
Operating Profit 1,869,477 1,740,709 1,500,210 1,247,575 1,089,573
Earnings from continuing operations 1,317,631 1,213,998 1,109,206 885,609 735,013
Earnings from discontinued operations, net of tax — 155,906 (a) 12,823 12,191 10,987
Net earnings 1,317,631 1,369,904 1,122,029 897,800 746,000
Earnings per share from continuing operations:
Basic $ 4.13 $ 3.90 $ 3.60 $ 2.87 $ 2.38
Diluted 3.95 3.72 3.44 2.72 2.27
Earnings per share from discontinued operations:
Basic — $ 0.50 (a) $ 0.04 $ 0.04 $ 0.03
Diluted — 0.47 (a) 0.04 0.04 0.03
Net earnings per share:
Basic $ 4.13 $ 4.40 (a) $ 3.64 $ 2.91 $ 2.41
Diluted 3.95 4.19 (a) 3.48 2.76 2.30
Dividends per share $ 0.12 $ 0.11 $ 0.08 $ 0.07 $ 0.058
Total assets $17,490,128 $17,471,935 $12,864,151 $9,163,109 $8,493,893
Total debt $ 2,619,329 $ 3,726,244 $ 2,433,716 $1,041,722 $1,350,298
(a) Includes $211 million ($150 million after-tax or $0.45 per diluted share) gain on sale of the Company’s power quality business. Refer to
Note 3 of the Notes to the Consolidated Financial Statements for additional information

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of Danaher
Corporation’s (“Danaher,” “Company,” “we,” “us,” “our”) financial statements with a narrative from the perspective of Company management.
The Company’s MD&A is divided into four main sections:
• Overview
• Results of Operations
• Liquidity and Capital Resources
• Critical Accounting Policies

OVERVIEW
General
We strive to create shareholder value through:
• delivering sales growth, excluding the impact of acquired businesses, in excess of the overall market growth for our products and
services;
• upper quartile financial performance compared to our peer companies; and
• upper quartile cash flow generation from operations compared to our peer companies.

To accomplish these goals, we use a set of tools and processes, known as the DANAHER BUSINESS SYSTEM, which are designed to
continuously improve business performance in critical areas of quality, delivery, cost and innovation. Within the DBS framework, we pursue a
number of ongoing strategic initiatives intended to improve our performance, including initiatives relating to manufacturing improvement, idea
generation, product development and commercialization and global sourcing of materials and services. To further these objectives we also
acquire businesses that either strategically fit within our existing business portfolio or expand our portfolio into a new and attractive business
area. We believe that many acquisition opportunities remain available within our target markets. The extent to which appropriate acquisitions
are made and effectively integrated can affect our overall growth and operating results. We also continually assess the strategic fit of our
existing businesses and may divest businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on
investment.

Danaher is a multinational corporation with global operations. In 2008, approximately 53% of Danaher’s sales were derived outside the United
States. As a global business, Danaher’s operations are affected by worldwide, regional and industry-specific economic and political
factors. For example, in those industry segments where the Company is a capital equipment provider, revenues depend on the capital
expenditure budgets and spending patterns of the Company’s customers, who may delay or accelerate purchases in reaction to changes in
their businesses and in the economy. Danaher’s geographic and industry diversity, as well as the diversity of its product sales and services,
typically helps limit the impact of any one industry or the economy of any single country on the consolidated operating results. However, the
broad impact of the worldwide credit market turmoil and economic downturn have negatively impacted the growth rates of most of the
Company’s businesses and resulted in the Company’s overall revenue from existing businesses contracting in the fourth quarter as compared
to the prior year fourth quarter.

Given the broad range of products manufactured and geographies served, management does not use any indices other than general economic
trends to predict the overall outlook for the Company. The Company’s individual businesses monitor key competitors and customers,
including to the extent possible their sales, to gauge relative performance and the outlook for the future. In addition, the Company’s order
rates are highly indicative of the Company’s revenue in the short term and thus a key measure of anticipated performance.

Significant Acquisitions
In November 2007, the Company significantly expanded its test and measurement business with the acquisition of all of the outstanding
shares of Tektronix, Inc. for total cash consideration of approximately $2.8 billion, including transaction costs and net of cash and debt
acquired. Tektronix is part of Danaher’s test and measurement business

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included in the Professional Instrumentation segment. The Company funded the purchase price of the Tektronix acquisition with proceeds
from the issuance of commercial paper and the Company’s November 2007 common stock offering, and to a lesser extent from available cash.

Business Performance
While differences exist among the Company’s businesses, the Company experienced overall growth during 2008 as compared to 2007. As a
result of the deterioration in global economic conditions that occurred in the latter part of 2008, all of the year-over-year growth from existing
businesses experienced by the Company occurred in the first nine months of the year. Demand weakened significantly in the fourth quarter
resulting in a decline in revenue from existing businesses in the fourth quarter of 2008 as compared to the fourth quarter of 2007.
Notwithstanding the fourth quarter decline, the Company’s full year growth was led by strength throughout the entire year in the Company’s
environmental, acute care diagnostic and life sciences businesses. Growth from the test and measurement business during the first nine
months of 2008 was partially offset by sales declines experienced in the fourth quarter due to weak demand. Sales growth was also impacted
adversely in the fourth quarter 2008 due to weak demand in the Company’s industrial and consumer oriented businesses as demand slowed
considerably in the dental technologies, product identification, enterprise network performance management and mechanics’ hand tools
businesses.

The Company continues to operate in a highly competitive business environment in most markets and geographies served. The Company’s
future performance will depend on its ability to address a variety of challenges and opportunities in the markets and geographies served,
including contraction in most of the world’s major economies, access to funding in the global capital markets, trends toward increased
utilization of the global labor force, consolidation of competitors, the expansion of market opportunities in Asia and volatility in raw material
costs. The Company regularly evaluates market needs and conditions with the objective of positioning itself to provide superior products and
services to its customers in a cost efficient manner. Consistent with this approach, and in light of the worsening global economic environment,
the Company initiated a series of restructuring actions during the fourth quarter of 2008 to better position the Company’s cost base for future
periods. Please refer to “Results of Operations—Restructuring and Other Related Charges” below for additional discussion.

Although the Company has a U.S. dollar functional currency for reporting purposes, a substantial portion of its sales and profits are generated
in foreign currencies. Sales and profits generated by subsidiaries operating outside of the United States are translated into U.S. dollars using
exchange rates effective during the respective period and as a result are affected by changes in exchange rates. With limited exceptions, the
Company has accepted the exposure to exchange rate movements without using derivative financial instruments to manage this risk.
Therefore, both positive and negative movements in currency exchange rates against the U.S. dollar will continue to affect the reported
amount of sales, profit, and assets and liabilities in the Company’s consolidated financial statements. Please refer to “Financial Instruments
and Risk Management” section below for additional information.

On average, the U.S. dollar weakened against other major currencies during 2008, particularly during the first half of 2008. The U.S. Dollar
strengthened against other major currencies in the second half of 2008 and, as of December 31, 2008, U.S. Dollar exchange rate levels were
stronger than as of the end of 2007. Currency exchange rates increased reported sales for 2008 by approximately 2.0% as compared to 2007.
Given the lower overall profit margins in the Company’s European businesses, currency rate changes lowered year-over-year comparisons of
reported operating profit margins. If the exchange rates in effect as of December 31, 2008 prevail throughout 2009, currency exchange rates will
adversely impact 2009 sales and operating results relative to the Company’s performance in 2008. Additional strengthening of the U.S. dollar
against other major currencies would further adversely impact the Company’s sales and results of operations. Any weakening of the
U.S. dollar against other major currencies would benefit the Company’s sales and results of operations on an overall basis.

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Outlook
During the fourth quarter of 2008, worldwide credit markets and overall global economic conditions deteriorated significantly, resulting in a
general decline in worldwide demand for the Company’s products and services. The economic uncertainties that continue to exist suggest that
global demand will continue to contract, at least in the early months of 2009. While none of the Company’s businesses are insulated from the
slowing demand, the contraction is anticipated to impact adversely certain of the Company’s businesses more than others. In particular, the
Company’s industrial and consumer businesses are likely to be most impacted with the medical technologies and environmental businesses
less affected. The Company expects further contraction in the industrial technologies and tools and components segments as well as portions
of the test and measurement businesses. To minimize the impact of the recessionary economic conditions, as discussed below, the Company
initiated restructuring actions in the fourth quarter of 2008, and will continue to assess market conditions and take actions as it deems
necessary to appropriately position its businesses in light of the economic environment. The Company currently estimates additional pre-tax
restructuring costs in the range of $40 to $60 million to be incurred during 2009. Consistent with past practice, the Company will also continue
to actively manage working capital with a view to maximizing cash flow.

Although recent distress in the financial markets has not had a significant impact on the Company’s financial position or liquidity as of the
filing date of this Report, management continues to monitor the financial markets and general global economic conditions. If further changes in
financial markets or other areas of the economy adversely affect the Company’s access to the commercial paper markets, the Company would
expect to rely on a combination of available cash and existing committed credit facilities to provide short-term funding. Please refer to the
“Liquidity and Capital Resources” section for additional discussion.

RESULTS OF OPERATIONS
Consolidated sales from continuing operations for the year ended December 31, 2008 increased 15.0% over the comparable period of 2007.
Sales from existing businesses contributed 2.5% growth, acquisitions contributed 10.5% growth and currency translation provided 2.0%
growth. The majority of the growth related to currency translation occurred during the first nine months of 2008, as currency translation
adversely impacted results in the fourth quarter of 2008. References in this report to sales from existing businesses include sales from acquired
businesses starting from and after the first anniversary of the acquisition, but exclude currency effect.

The growth in sales from acquisitions in the year ended December 31, 2008 is primarily attributable to the acquisitions of ChemTreat in July
2007 and Tektronix in November 2007, both of which are included in the Professional Instrumentation segment. The acquisitions of other,
smaller businesses in the Medical Technologies, Professional Instrumentation and Industrial Technologies segments also contributed to the
year-over-year growth. The Company acquired seventeen businesses and twelve businesses during the year ended December 31, 2008 and
2007, respectively.

Operating profit margins from continuing operations for the Company were 14.7% in the year ended December 31, 2008 as compared to 15.8%
for the year ended December 31, 2007. Charges recorded related to the fourth quarter 2008 restructuring activities reduced the Company’s 2008
operating profit margins by 65 basis points. In addition, the dilutive impact of acquisitions reduced 2008 operating profit margins by 80 basis
points, including the adverse impact of $60 million ($45 million or $0.13 per diluted share, net of tax) of acquired inventory and acquired
deferred revenue fair value charges recorded related to the acquisition of Tektronix. The Company also incurred Tektronix related charges in
2007 associated with acquired in-process research and development that affected year-over-year operating profit margin comparisons by 55
basis points. A gain recorded in the second quarter of 2007 from the collection of indemnification proceeds related to a lawsuit also affected
year-over-year comparisons of operating profit margins by 10 basis points.

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Restructuring and Other Related Charges


In light of the worsening global economic environment, the Company initiated a series of restructuring actions during the fourth quarter of
2008 to better position the Company’s cost base for future periods. As a result, the Company recorded pre-tax restructuring and other related
charges totaling $82.0 million ($61.5 million, net of tax or $0.18 per diluted share) as indicated in the following table ($ in thousands):

Total
Restructuring Charges
Employee severance and related charges $72,257
Facility exit and related charges 3,753
Total Restructuring Charges $76,010
Other Related Charges
Property, plant & equipment impairment $ 1,557
Inventory impairment 4,398
Total Restructuring and Other Related Charges $81,965

The restructuring and other related charges are intended to improve future operational efficiency through targeted workforce reductions and
manufacturing facility consolidations and closures. Approximately 93% of the total pre-tax charges require cash payments, which are being
funded with cash generated from operations. Through December 31, 2008, approximately $20 million of required cash payments had been made.
The majority of the remaining cash expenditures are expected to occur in the first quarter of 2009. As a result of these restructuring activities,
the Company expects recurring pre-tax savings to exceed $100 million during 2009.

The fourth quarter 2008 restructuring activities resulted in net workforce reductions of approximately 1,800 associates and thirteen facility
closures, the majority of which have been completed as of December 31, 2008. Remaining workforce reductions and facility closure activities
associated with the fourth quarter 2008 restructuring activities to be completed during 2009 are not significant. In conjunction with the closing
of facilities, certain inventory was written off as unusable in future operating locations. This inventory consisted principally of component
parts and raw materials, which were either redundant to inventory at the facilities being merged or were not economically feasible to relocate
since the inventory was purchased to operate on equipment and tooling which was not being relocated. In addition, property, plant and
equipment at closed facilities were evaluated based on expected future use and written down to fair value where impairments were identified.

In the accompanying consolidated statement of earnings, the pre-tax restructuring and related charges, consisting of $76 million cash charges
and $6 million non-cash charges, are reflected in the following captions ($ in thousands):

Ye ar En de d
S tate m e n t of Earn ings De ce m be r 31,
C aption 2008

Cost of sales $ 33,130


Selling, general and administrative expenses 48,835
$ 81,965

The impact of these restructuring and related charges in each of the Company’s segments is discussed in the following analysis of the
segment results of operations.

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Business Segments
The table below summarizes sales by business segment for each of the periods indicated:

For th e Ye ars En de d De ce m be r 31
($ in m illion s)
2008 2007 2006
Professional Instrumentation $ 4,860.8 $ 3,537.9 $2,906.5
Medical Technologies 3,277.0 2,998.0 2,220.0
Industrial Technologies 3,265.5 3,153.4 2,988.8
Tools & Components 1,294.2 1,336.6 1,350.8
Total $12,697.5 $11,025.9 $9,466.1

PROFESSIONAL INSTRUMENTATION
Businesses in the Company’s Professional Instrumentation segment offer professional and technical customers various products and services
that are used to enable or enhance the performance of their work. The Professional Instrumentation segment encompasses two strategic lines
of business: environmental, and test and measurement. These businesses produce and sell bench top and compact, professional electronic
test tools and calibration equipment; a variety of video test and monitoring products, network management solutions, network diagnostic
equipment and related services; water quality instrumentation and consumables and ultraviolet disinfection systems; industrial water
treatment solutions; and retail/commercial petroleum products and services, including dispensers, payment systems, underground storage
tank leak detection and vapor recovery systems.

Professional Instrumentation Selected Financial Data

For th e Ye ars En de d De ce m be r 31
($ in m illion s)
2008 2007 2006
Sales $4,860.8 $3,537.9 $2,906.5
Operating Profit 907.3 709.5 625.6
Depreciation and amortization 130.4 64.8 48.8
Restructuring and other related charges 28.8 — —
Operating profit as a % of sales 18.7% 20.1% 21.5%
Depreciation and amortization as a % of sales 2.7% 1.8% 1.7%
Restructuring and other related charges as a % of sales 0.6% — —

Components of Sales Growth

2008 2007
vs. vs.
2007 2006
Existing businesses 4.0% 6.5%
Acquisitions 32.0% 12.0%
Currency exchange rates 1.5% 3.5%
Total 37.5% 22.0%

2008 COMPARED TO 2007


Segment sales for Professional Instrumentation increased 37.5% for 2008 as compared to 2007. Sales growth was experienced in both of the
segment’s strategic lines of business during the year, with the majority of the growth coming from acquisitions. Price increases accounted for
approximately 2.0% sales growth which is reflected as a component of the sales from existing businesses.

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Fourth quarter 2008 restructuring activities adversely impacted operating profit margins in the Professional Instrumentation segment by 60
basis points in 2008 as compared to 2007. In addition, the dilutive impact of recently acquired businesses reduced 2008 operating profit
margins by 295 basis points, including the adverse impact of acquired inventory and acquired deferred revenue fair value charges recorded
related to the acquisition of Tektronix (which charges will not recur in 2009). The Company also incurred Tektronix-related charges in 2007
associated with acquired in-process research and development that affected year-over-year operating profit margin comparisons by 170 basis
points.

Depreciation and amortization as a percentage of sales increased during 2008 as compared to 2007 primarily as a result of the increase in
amortization expense associated with the intangible assets acquired in connection with the Tektronix acquisition.

Overview of Businesses within Professional Instrumentation Segment


Environmental. Sales from the Company’s environmental businesses, representing approximately 51% of segment sales for 2008, increased
15.5% in 2008 compared to 2007. Sales from existing businesses accounted for 6.5% growth while acquisitions accounted for 7.5% growth and
currency translation accounted for 1.5% growth.

The segment’s water quality businesses experienced high-single digit revenue growth from existing businesses in 2008 as compared to 2007.
This growth was primarily a result of strong laboratory and process sales, reflecting in part the results of increased sales force investments
and penetration into emerging markets. Growth in sales was experienced in all major geographic regions with particular strength in Asia where
sales increased at a double digit rate. Also contributing to the year-over-year growth was increased demand by municipalities for the
businesses’ ultraviolet disinfection water treatment product offerings which experienced a mid-teens sales growth rate.

The retail petroleum equipment business experienced mid-single digit revenue growth from existing businesses in 2008 as compared to 2007.
This growth was primarily driven by strong sales of payment and point of sale retail and payment solution product offerings offset by a
decline in dispensing equipment sales primarily in North America and Europe. An increase in demand for the business’ vapor recovery
products in North America also contributed to the year-over-year sales growth, primarily related to an enhanced vapor recovery product that
received regulatory approval and launched during the fourth quarter of 2008.

Test and Measurement. Sales from the Company’s test and measurement businesses, representing approximately 49% of segment sales for
2008, grew 70% compared to 2007. Sales from existing businesses were essentially flat while acquisitions accounted for 68.0% growth and
currency translation accounted for approximately 2.0% growth.

Sales growth from existing businesses was driven primarily by performance during the first nine months of 2008 as a result of strong sales of
the business’ thermography and precision measurement product offerings as well as strong growth from investments in emerging markets.
While demand for the business’ thermography products continued to increase as compared to 2007 during the fourth quarter, demand slowed
for the business’ traditional industrial digital hand-held instruments and precision measurement products resulting in a mid-single digit rate
sales decline in the quarter and offsetting the growth experienced in the first nine months. In addition, the sales decline in the fourth quarter is
a result of reductions of inventory in the distribution channel as well as the impact of currency exchange rate volatility on customer demand in
certain emerging markets. Sales also declined throughout 2008 in the business’ enterprise network performance management line of business
as a result of generally lower telecommunications demand and slower information technology spending by customers.

2007 COMPARED TO 2006


Segment sales for Professional Instrumentation increased 22.0% for 2007 compared to 2006. Sales from existing businesses increased in both of
the segment’s strategic lines of business. Price increases accounted for approximately 1.5% sales growth and the impact of that increase is
reflected in sales from existing businesses.

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Operating profit margins were 20.1% in 2007 compared to 21.5% in 2006. Operating profit margin improvements of 135 basis points related to
existing businesses were more than offset by the dilutive impact of lower operating profit margins of acquired businesses, which reduced
segment operating profit margins by 260 basis points compared to 2006. Included in the dilutive impact on operating margins from acquired
businesses is approximately $68 million (185 basis points) in charges associated with the acquisition of Tektronix, primarily related to acquired
in-process research and development activities, acquired inventory and acquired deferred revenue. In addition, year over year comparisons are
impacted by a gain on the sale of real estate during 2006 and recovery of certain previously written-off receivables during 2006 which
increased that period’s operating profit margins by 15 basis points. Leverage on increased sales volume in 2008 contributed positively to
overall Professional Instrumentation operating profit margins.

Overview of Businesses within Professional Instrumentation Segment


Environmental. Sales from the Company’s environmental businesses, representing approximately 60% of segment sales for 2007, increased
16.5% in 2007 compared to 2006. Sales from existing businesses accounted for 6.0% growth. Acquisitions accounted for 7.0% growth and
currency translation accounted for 3.5% growth.

The Company’s water quality businesses experienced low-double digit revenue growth for 2007 compared to 2006, primarily as a result of
strength in sales of laboratory and process instrumentation products in all major geographic regions. In addition, sales of the Company’s
ultraviolet water treatment systems grew double-digit compared to 2006. Investment in sales forces and other growth initiatives, in addition to
continued penetration of the Asian wastewater market, including a significant reclamation project in Australia, contributed to the growth. Sales
growth from acquisitions primarily related to the acquisition of ChemTreat in July 2007.

The retail petroleum equipment business experienced low-single digit revenue growth in 2007 compared to 2006. The business’ point of sale
payment systems and service business enjoyed robust growth in 2007, primarily in Europe. In addition, the business experienced strong
demand during 2007 in North America and China for its leak detection systems that were introduced during the period. These sales gains were
offset by difficult prior year comparisons, a result of strong dispenser sales in 2006 due to extensive refurbishment activity in Europe and
regulatory mandates in Mexico that did not repeat in 2007.

Test and Measurement. Sales from the Company’s test and measurement businesses, representing approximately 40% of segment sales for
2007, grew 31.5% compared to 2006. Sales from existing businesses accounted for 8.0% growth. Acquisitions accounted for 20.0% growth and
currency translation accounted for approximately 3.5% growth.

New product offerings in the thermography, power quality test and process calibration markets generated strong sales in the electrical and
industrial channels in all major geographical areas during 2007. The network test business experienced mid-single digit revenue growth in 2007
compared to 2006. Large orders from telecommunications carriers in the United States during the first three quarters of 2007 and cable test
equipment sales in Europe were the primary drivers of the network test growth. Acquisition growth was primarily related to the acquisition of
Tektronix in addition to several smaller acquisitions throughout the year.

MEDICAL TECHNOLOGIES
The Medical Technologies segment consists of businesses that offer research and clinical medical professionals various products and
services that are used in connection with the performance of their work.

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Medical Technologies Selected Financial Data

For th e Ye ars En de d De ce m be r 31
($ in m illion s)
2008 2007 2006
Sales $3,277.0 $2,998.0 $2,220.0
Operating Profit 370.5 393.2 261.6
Depreciation and amortization 123.5 119.7 84.3
Restructuring and other related charges 26.1 — —
Operating profit as a % of sales 11.3% 13.1% 11.8%
Depreciation and amortization as a % of sales 3.8% 4.0% 3.8%
Restructuring and other related charges as a % of sales 0.8% — —

Components of Sales Growth

2008 2007
vs. vs.
2007 2006
Existing businesses 4.5% 8.0%
Acquisitions 2.0% 22.0%
Currency exchange rates 3.0% 5.0%
Total 9.5% 35.0%

2008 COMPARED TO 2007


Segment sales for Medical Technologies increased 9.5% for 2008 as compared to 2007. Sales growth was primarily driven by the segment’s
acute care diagnostics, life sciences instrumentation and pathology diagnostics businesses. Price increases accounted for approximately 1.0%
sales growth which is reflected as a component of the sales from existing businesses.

The fourth quarter 2008 restructuring activities adversely impacted operating profit margins in the Medical Technologies segment by 80 basis
points in 2008 as compared to 2007. In addition, the dilutive impact of recently acquired businesses reduced 2008 operating profit margins by
40 basis points. A decline in demand for certain products in the dental technologies business, in addition to increased sales force investment
and research and development costs within the life sciences business, also adversely impacted year-over-year operating margin profit
comparisons.

Overview of Businesses within Medical Technologies Segment


Revenues in the segment’s acute care diagnostics business grew at mid-single digit rate in 2008 as compared to 2007. The year-over-year
growth was primarily attributable to strong aftermarket consumables sales for the business installed base of acute care diagnostic
instrumentation, sales of the business’ compact version of its blood gas analysis instrument as well as sales resulting from the launch of the
business’ AQT cardiac marker during 2008. Sales growth was experienced in all major geographic regions during the year. Particularly strong
growth in emerging markets during the first nine months of the year moderated during the fourth quarter as a result of currency exchange rate
volatility and economic uncertainty.

The segment’s life science instrumentation business experienced high-single digit revenue growth in 2008 as compared to 2007. Continued
strong sales of the business’ pathology diagnostics instrumentation and consumables offerings as well as compound microscopy product
offerings drove the majority of this growth. All major geographic regions experienced growth. The acquisition of Surgipath Medical Industries
in the fourth quarter of 2008 is expected to provide additional sales and earnings growth opportunities for the pathology diagnostics business.

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The segment’s dental business’ revenue in 2008 was essentially flat as compared to 2007. Revenues in the dental technologies business grew
at a mid-single digit rate through the first nine months of 2008 primarily driven by strong demand for imaging equipment. However, a
significant decline in demand in the fourth quarter for the majority of the products in the dental technologies’ business, including imaging
equipment, more than offset this earlier growth resulting in low-single digit sales declines for the year. The decline in demand is primarily
attributable to customer decisions to cancel or delay capital spending as well as inventory reductions in certain distribution channels.
Offsetting the 2008 sales declines in the dental technologies business was low-single digit growth in the dental consumables business. Sales
growth in the dental consumables’ businesses was primarily due to strong sales of general dentistry consumables and increased demand for
endodontic and infection control products, offset by lower demand in the orthodontia product line.

2007 COMPARED TO 2006


Segment sales increased 35% for 2007 compared to 2006. Price increases, which are included in sales from existing businesses, contributed
1.0% to overall sales growth in 2007 compared to 2006.

Operating profit margin improvements in the segment’s existing businesses contributed 100 basis points to the overall operating margin
improvement in 2007. Improvements in the operating profit margins of the dental consumable, acute care diagnostic and life sciences
instrumentation businesses were partially offset by lower operating profit margins in the dental equipment businesses. Recently acquired
businesses adversely impacted 2007 operating profit margins by 40 basis points as compared to 2006. In addition, on a comparative basis, 2007
operating margins benefited approximately 50 basis points from the adverse impact on 2006 operating margins that resulted from charges
recorded associated with the fair value of acquired inventory related to the acquisition of Sybron.

Overview of Businesses within Medical Technologies Segment


The segment’s acute care diagnostics business experienced high-single digit revenue growth in 2007 compared to 2006. Increasing sales of
diagnostic instruments in Europe (particularly Russia) in 2007 contributed to this sales growth. The North American and Asia/Pacific markets
also contributed to the growth, although at somewhat lower rates than those experienced in the European markets. New product introductions
resulting from the business’ continued research and development efforts also contributed to this growth.

The segment’s life science instrumentation business experienced mid-teens revenue growth in 2007 compared to 2006. Robust microscopy
demand, particularly confocal microscopes, in North America and Asia were the primary growth drivers. The integration of Vision with Leica
Microsystems was completed in 2007 and generated incremental revenue growth, the majority of which has been included as a component of
acquisition growth during 2007. Vision’s revenue grew approximately 30% in 2007 compared to 2006 when it was a stand-alone company.

The segment’s dental business experienced mid-single digit revenue growth in 2007 compared to 2006. The business experienced increased
sales volumes in its restorative and orthodontia products as well as in the instrument and treatment unit product offerings across all major
geographies. In addition, increased sales of both two-dimensional and three-dimensional imaging products contributed to the revenue growth
in the European market. This growth was partially offset by a decline in instrument and treatment unit sales to Asia reflecting a weak overall
Japanese market and the need to re-register certain products with regulatory authorities in South Korea.

INDUSTRIAL TECHNOLOGIES
Businesses in the Industrial Technologies segment manufacture products and sub-systems that are typically incorporated by customers and
systems integrators into production and packaging lines as well as incorporated by original equipment manufacturers (OEMs) into various
end-products. Many of the businesses also provide services to support their products, including helping customers integrate and install the
products and helping ensure product uptime. The Industrial Technologies segment encompasses two strategic lines of business, motion and
product

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identification, and two focused niche businesses, aerospace and defense, and sensors and controls. These businesses produce and sell
product identification equipment and consumables; motion, position, speed, temperature, and level instruments and sensing devices; liquid
flow and quality measuring devices; aerospace safety devices and defense articles; and electronic and mechanical counting and controlling
devices. In the third quarter of 2007, the Company disposed of the power quality businesses that were part of this segment and all 2007 and
2006 results of the segment have been adjusted to exclude the results of these discontinued operations.

Industrial Technologies Segment Selected Financial Data

For th e Ye ars En de d De ce m be r 31
($ in m illion s)
2008 2007 2006
Sales $3,265.5 $3,153.4 $2,988.8
Operating profit 522.1 532.5 467.7
Depreciation and amortization 64.4 63.2 61.1
Restructuring and other related charges 23.1 — —
Operating profit as a % of sales 16.0% 16.9% 15.7%
Depreciation and amortization as a % of sales 2.0% 2.0% 2.0%
Restructuring and other related charges as a % of sales 0.7% — —

Components of Sales Growth

2008 2007
vs. vs.
2007 2006
Existing businesses 1.5% 1.5%
Acquisitions — 0.5%
Currency exchange rates 2.0% 3.5%
Total 3.5% 5.5%

2008 COMPARED TO 2007


Segment sales for Industrial Technologies increased 3.5% for 2008 as compared to 2007. Sales growth experienced for the majority of the year
in the segment’s motion and niche aerospace and defense and sensors lines of business was partially offset by sales declines experienced in
the segment’s product identification line of business, primarily in the second half of 2008. Price increases accounted for approximately 2.0%
sales growth which is reflected as a component of the sales from existing businesses.

The fourth quarter 2008 restructuring activities adversely impacted operating profit margins in the Industrial Technologies segment by 70
basis points in 2008 as compared to 2007. In addition, gains recorded in 2007 due to the collection of indemnification proceeds related to a
lawsuit and from the sale of real estate adversely impacted year-over-year operating profit margin comparisons by 45 basis points. Operating
profit margin improvements during 2008, primarily relating to cost savings initiatives implemented beginning in late 2007, partially offset these
adverse impacts.

Overview of Businesses within Industrial Technologies Segment


Motion Sales in the segment’s motion businesses, representing approximately 34% of segment sales in 2008, increased 4.0% over 2007. Sales
from existing businesses accounted for 1.0% growth while currency translation accounted for 3.0% growth during 2008. There were no
acquisitions in the motion businesses in 2008 or 2007.

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Sales growth from existing businesses during 2008 was primarily driven by demand for custom motors and drives, particularly in the elevator
application, flat panel display and aerospace and defense end markets. Largely offsetting this growth was weakness in demand for the
business’ standard motors and drives product offerings throughout the year, and in particular during the fourth quarter, primarily in North
America and Europe. In addition, during the fourth quarter, demand for products supporting the semiconductor and electronic assembly end
markets, as well as other industrial applications, declined at levels in excess of the declines experienced during the first nine months of the
year.

Product Identification. The product identification businesses accounted for approximately 27% of segment sales in 2008. Sales from the
segment’s product identification businesses decreased 1.5% in 2008 compared to 2007. Sales from existing businesses accounted for a 3.5%
decline in sales while currency translation contributed 1.5% to revenue growth and acquisitions contributed 0.5% to revenue growth in 2008.

Through the first nine months of 2008, sales growth driven by increased demand for both consumable products and services associated with
the installed base of marking and coding equipment had partially offset a decline in equipment sales. Further weakening of equipment demand
during the fourth quarter, primarily in North America and Europe, resulted in double-digit year-over-year declines in equipment sales during
the quarter as customers cancelled or delayed purchases. The declines in equipment sales more than offset the sales growth from consumables
and services experienced throughout the majority of 2008. In addition, sales in the integrated scanning system product line declined
throughout 2008 due to lower capital expenditures by the United States Postal Service (USPS) and the timing of completion of various large
projects for other large parcel post and retail customers.

Focused Niche Businesses. Revenues in the segment’s existing niche businesses grew at a mid-single digit rate during 2008 as compared to
2007, driven primarily by high-single digit sales growth in the segment’s aerospace and defense businesses and low-single digit sales growth
in the segment’s sensors and controls businesses. Sales growth from the sensors and controls business primarily occurred during the first
nine months of 2008 as demand weakened during the fourth quarter resulting in essentially flat segment sales for the fourth quarter of 2008 as
compared to the comparable period of 2007.

2007 COMPARED TO 2006


Price increases contributed 1.5% of sales growth compared to 2006 which impact is reflected in sales from existing businesses.

Operating profit margin improvements in the segment’s existing businesses contributed 85 basis points to the overall operating margin
improvement for 2007 as compared to 2006. This margin improvement was driven in part by continued margin expansion in the motion
businesses reflecting pricing and productivity initiatives as well as the impact of lower levels of lower-margin USPS sales in 2007 compared to
2006 within the product identification business. In addition, during 2007, the segment recorded a pre-tax gain of $12 million upon collection of
indemnification proceeds related to a lawsuit, which improved operating profit margins by 40 basis points for 2007. These positive factors were
partially offset by new acquisitions, restructuring activities, spending for product development and emerging market sales force initiatives.

Overview of Businesses within Industrial Technologies Segment


Motion Sales in the Company’s motion businesses, representing approximately 34% of segment sales in 2007, increased 2.5% over 2006. Sales
from existing businesses accounted for a 1.0% decrease in sales and currency translation accounted for 3.5% growth in sales during 2007.
There were no acquisitions in the business in 2007 or 2006.

During 2007, the motion business experienced sales growth primarily in the elevator markets as a result of global conversions to more energy
efficient systems and new construction demand in Asia. Demand in OEM applications in Europe also contributed year-over-year sales growth.
These growth drivers, however, were more than offset by year-over-year sales declines resulting from weakness in certain technology end
markets as well as declines in the miniature motors business reflecting reduced customer demand.

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Product Identification. The product identification businesses accounted for approximately 28% of segment sales in 2007. Sales from the
Company’s product identification businesses increased 3.5% in 2007 compared to 2006. Sales from existing businesses accounted for a 1.0%
decline while currency translation contributed 3.5% to revenue growth and acquisitions contributed 1.0% to revenue growth in 2007.

The 2007 decline in sales from existing operations resulted from the business completing several large systems installation projects with the
USPS during 2006 which did not repeat in 2007. Sales for the business’ non-USPS marking products grew at a mid-single digit rates during 2007
compared to 2006. Strong equipment and after-market sales, particularly in China, Latin America and Europe, were the primary drivers of this
growth facilitated by increased investments in the business’ sales force and new product launches in these regions.

Focused Niche Businesses The segment’s niche businesses experienced a mid-single digit growth rate in 2007 compared to 2006. This growth
was primarily driven by strong sales growth from existing businesses in the Company’s aerospace and defense businesses, partially offset by
sales declines in the Company’s sensors and controls business, reflecting continued softness in the semi-conductor and electronic assembly
markets.

TOOLS & COMPONENTS


The Tools & Components segment is one of the largest producers and distributors of general purpose and specialty mechanics’ hand tools.
Other products manufactured by the businesses in this segment include toolboxes and storage devices; diesel engine retarders; wheel service
equipment; drill chucks; and custom-designed fasteners and components.

Tools & Components Selected Financial Data

For th e Ye ars En de d De ce m be r 31
($ in m illion s)
2008 2007 2006
Sales $1,294.2 $1,336.6 $1,350.8
Operating profit 157.7 175.6 194.1
Depreciation and amortization 21.0 20.8 21.4
Restructuring and other related charges 4.0 — —
Operating profit as a % of sales 12.2% 13.1% 14.4%
Depreciation and amortization as a % of sales 1.6% 1.6% 1.6%
Restructuring and other related charges as a % of sales 0.3% — —

Components of Sales Growth

2008 2007
vs. vs.
2007 2006
Existing businesses (3.5)% (0.5)%
Acquisition / Product line divestiture — (1.0)%
Currency exchange rates 0.5% 0.5%
Total (3.0)% (1.0)%

2008 COMPARED TO 2007


Price increases accounted for approximately 2.0% sales growth on a year-over-year basis which is reflected as a component of the sales from
existing businesses.

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The fourth quarter 2008 restructuring activities adversely impacted operating profit margins in the Tools and Components segment by 30 basis
points in 2008 as compared to 2007. Elevated commodity costs and lower overall sales volumes in the mechanics’ hand tools business also
adversely impacted operating profit margins. A 2008 gain from the settlement of an insurance claim related to a 2007 plant fire, coupled with the
impact of charges recorded in 2007 associated with the fire, favorably impacted year-over-year operating profit margin comparisons by 50 basis
points. Commodity costs declined significantly in the fourth quarter of 2008 and, assuming they remain at the current levels, will provide a
benefit to the segment in 2009.

Overview of Businesses within the Tools & Components Segment


Mechanics’ hand tools sales, representing approximately 69% of segment sales in 2008, declined 5.5% in 2008 compared to 2007. Sales from
existing businesses declined 6.0% during 2008, offset by a 0.5% positive impact as a result of foreign currency translation. The sales decline is
primarily attributable to weak North American demand in both the retail, mobile and industrial hand tools end markets. Partially offsetting the
weak North American demand was sales growth in the Asian market, primarily in the first half of 2008, as the rate of growth in the region
slowed during the second half of the year.

The segment’s niche businesses experienced a modest sales increase during 2008 as compared to 2007. Higher customer demand in the
segment’s engine retarder business, which rebounded from the impact of regulatory changes that resulted in reduced 2007 sales levels, were
largely offset by lower demand in the segment’s other niche businesses during year, with particularly lower demand in the fourth quarter.

2007 COMPARED TO 2006


Sales from existing businesses for 2007 reflect the impact of certain regulatory requirements that became effective at the beginning of 2007
which accelerated demand for the Company’s engine retarder products in 2006 and adversely impacted demand in 2007. Price increases
partially offset the decline in sales and contributed approximately 2.5% of sales growth compared to 2006. The impact of that price increase is
reflected in sales from existing businesses.

Operating profit margins for the segment were 13.1% in 2007 compared to 14.4% in 2006. Costs associated with workforce reductions and
adjustments to production levels to match demand in the engine retarder business decreased operating profit margins by 85 basis in 2007
compared with 2006. Lower sales volumes in the mechanics’ hand tool business with Sears/K-Mart and increased lead costs in the wheel
weight business also had a negative impact on the 2007 operating margins. In addition, operating profit margins were adversely impacted by 40
basis points as a result of expenses incurred in connection with a fire in one of the business’ manufacturing facilities in China and costs
incurred primarily in the fourth quarter of 2007 to close one facility and reduce headcount.

Overview of Businesses within the Tools & Components Segment


Mechanics’ hand tools sales, representing approximately 70% of segment sales in 2007, grew 1.0% in 2007 compared to 2006. The segment’s
Matco business grew slightly during 2007 as the business benefited from recent product introductions and price increases which offset
declines in distributor average purchase levels during 2007. The retail hand tool business experienced strength in China and in its export
business to Europe, as well as certain of its retail channels. This performance, in large part, was offset by a decline in sales to Sears/K-Mart,
the retail hand tools business’ largest customer. Year-over-year softness in same-store sales of hand tools at Sears/K-Mart also adversely
impacted the business.

The segment’s niche businesses experienced mid-single digit sales declines during 2007 as compared to 2006. The impact of the regulatory
issue noted above was partially offset by improved sales performance in the segment’s wheel service business during 2007 driven by price
increases necessary to recover increased lead costs.

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GROSS PROFIT

For th e Ye ars En de d De ce m be r 31
($ in m illion s)
2008 2007 2006
Sales $12,697.5 $11,025.9 $9,466.1
Cost of sales 6,757.3 5,985.0 5,269.0
Gross profit 5,940.2 5,040.9 4,197.1
Gross profit margin 46.8% 45.7% 44.3%

Gross profit margins from continuing operations for 2008 increased 110 basis points from 2007. Included in the 2008 gross profit margins is $33
million (25 basis points) of restructuring and other related costs. The increase in gross profit margins over 2007 is primarily a result of leverage
on increased sales volume, particularly in higher-margin consumable oriented businesses, the impact of cost-saving initiatives that began in
late 2007 and generally higher gross profit margins in businesses recently acquired, primarily Tektronix. The impact on gross margins of higher
commodity costs prevalent through the majority of 2008 was partially mitigated by price increases implemented throughout the Company.
These higher commodity costs have declined significantly in the fourth quarter of 2008 and, assuming the costs remain at the current levels,
will provide a benefit to the Company in 2009 assuming sales volumes similar to those experienced by the Company during 2008.

The increase in gross profit margins from continuing operations for 2007 as compared to 2006 resulted from leverage on increased sales
volume, the on-going cost improvements in existing business units driven by our Danaher Business System processes and low-cost region
initiatives and generally higher gross profit margins in businesses recently acquired and increases in selling prices. Gross profit margins also
improved due to lower-margin sales to USPS in the product identification business comprising a smaller proportion of sales during 2007
compared to 2006. The gross margins for 2007 also benefited from the inclusion of a full year of results from higher-margin Sybron business as
compared to 2006 which only included seven months of Sybron results as a result of Sybron acquisition in May 2006. The improvements were
partially offset by higher commodity costs incurred in 2007 for which full recovery in the form of price increases dilutes reported margins.

OPERATING EXPENSES

For th e Ye ars En de d De ce m be r 31
($ in m illion s)
2008 2007 2006
Sales $12,697.5 $11,025.9 $9,466.1
Selling, general and administrative expenses 3,345.3 2,713.1 2,273.2
Research and development expenses 725.4 601.4 440.0
SG&A as a % of sales 26.3% 24.6% 24.0%
R&D as a % of sales 5.7% 5.5% 4.6%

Selling, general and administrative expenses as a percentage of sales for 2008 increased 170 basis points from 2007. Included in the 2008
selling, general and administrative expenses is $49 million (40 basis points) of restructuring and other related costs. Other increases in selling,
general and administrative expenses as a percentage of sales are primarily associated with recently acquired businesses and their higher
relative operating expense structures. Increased spending to fund growth opportunities throughout the Company, particularly in emerging
markets, also contributed to the growth as a percentage of sales.

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Selling, general and administrative expenses as a percentage of sales increased 60 basis points during 2007 as compared to 2006 levels. The
year-over-year increases resulted from recently acquired businesses (principally Sybron Dental and Vision) which generally have higher
operating expense structures, compared to the Company’s other businesses, as well as increased investment in sales forces in emerging
markets. These increases were partially offset by operating leverage from higher sales during 2007 as compared to 2006. In addition, the
recovery of certain previously written-off indemnity receivable balances during 2007 favorably impacted selling, general and administrative
expenses as a percentage of sales.

Research and development expenses, consisting principally of internal and contract engineering personnel costs, as a percentage of sales
were approximately 20 basis points higher in 2008 as compared to 2007. The 2007 charge for acquired in-process research and development
related to the Tektronix acquisition, as described below, impacted year-over-year comparisons by 75 basis points. The relatively higher
research and development cost structures of recently acquired businesses, primarily Tektronix, and higher investment in research and
development in the Medical Technologies segment were the primary drivers of these year-over-year increases. The Company continues to
invest in new product development within all of its businesses, with particular emphasis on the medical technologies, test and measurement,
environmental and product identification businesses.

Research and development expenses were approximately 90 basis points higher in 2007 as compared to 2006. In 2007, the Company expensed
approximately $60.4 million of in-process research and development related to the Tektronix acquisition as compared to approximately $6.5
million of in-process research and development expensed in 2006 related to the Vision acquisition. Newly acquired companies and their higher,
relative research and development cost structures also contributed to the year-over-year increase.

INTEREST COSTS AND FINANCING TRANSACTIONS


For a description of the Company’s outstanding indebtedness, please refer to “–Liquidity and Capital Resources – Financing Activities and
Indebtedness” below.

Interest expense of $130 million in 2008 was approximately $20 million higher than 2007 as a result of higher average debt levels during 2008,
primarily as a result of borrowings incurred in the fourth quarter 2007 to fund the acquisition of Tektronix. Interest expense of $110 million in
2007 was approximately $30 million higher than 2006. The increase is primarily due to higher average debt levels during 2007, due to
borrowings incurred to fund the 2007 acquisitions of Tektronix and ChemTreat and the 2006 acquisitions of Sybron and Vision.

Interest income of $10 million, $6 million and $8 million was recognized in 2008, 2007 and 2006, respectively. Interest income during 2008 was
higher than during 2007 as a result of higher average invested cash balances as less cash was employed in acquisitions during 2008. Interest
income in 2007 was lower than 2006 as average invested cash balances were lower in 2007 compared to 2006 due to employing cash balances
to complete several acquisitions in late 2006 and throughout 2007 as well as to repurchase shares of Company common stock in 2007. In
addition, lower interest rates prevailing during 2007 contributed to the decrease in interest income.

INCOME TAXES
General
The Company’s effective tax rate can be affected by changes in the mix of earnings in countries with differing statutory tax rates (including as
a result of business acquisitions and dispositions), changes in the valuation of deferred tax assets and liabilities, accruals related to contingent
tax liabilities, the results of audits and examinations of previously filed tax returns (as discussed below), the implementation of tax planning
strategies and changes in tax laws. The tax effect of significant unusual items or changes in tax regulations is reflected in the period in which
they occur. The Company’s effective tax rate for 2008 differs from the United States federal statutory rate of 35% primarily as a result of lower
effective tax rates on certain earnings from operations outside of the United States. No provisions for United States income taxes have been
made with respect to earnings that are planned to be reinvested indefinitely outside the United States. The amount of United States income
taxes that may be applicable to such

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earnings is not readily determinable given the various tax planning alternatives the Company could employ should it decide to repatriate these
earnings. As of December 31, 2008, the total amount of earnings planned to be reinvested indefinitely outside the United States for which
deferred taxes have not been provided was approximately $6.3 billion.

The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which often result in
proposed assessments. Management performs a comprehensive review of its global tax positions on a quarterly basis and accrues amounts for
contingent tax liabilities. Based on these reviews, the results of discussions and resolutions of matters with certain tax authorities and the
closure of tax years subject to tax audit, reserves are adjusted as necessary. However, future results may include favorable or unfavorable
adjustments to the Company’s estimated tax liabilities in the period the assessments are determined or resolved. Additionally, the amount of
earnings and/or deductions realized in various jurisdictions in which the Company operates may differ from current estimates.

Year-Over-Year Changes in Tax Provision and Effective Tax Rate


The Company’s effective tax rate related to continuing operations for the years ended December 31, 2008, 2007 and 2006 was 24.7%, 25.8% and
22.4%, respectively.

The Company’s 2008 effective tax rate of 24.7% includes the impact of approximately $9.5 million, or $0.03 per diluted share, related to gains
from the net reduction of reserves associated with uncertain tax positions and discrete items recorded primarily during the second quarter. In
addition, the effective tax rate reflects a full year benefit of approximately $10 million from research and experimentation credits which were
reinstated with the enactment of the Emergency Economic Stabilization Act of 2008 in the fourth quarter of 2008. The effective tax rate also
reflects the impact of the continued growth in earnings outside of the United States. Refer to Note 13 in the Consolidated Financial Statements
for additional information.

The Company’s 2007 effective tax rate from continuing operations of 25.8% reflects net discrete tax benefits of approximately $21 million, or
$0.07 per diluted share. New tax legislation that was signed into law in several taxing jurisdictions during 2007, most notably in Germany and
Denmark, reduced income tax rates for 2008 and future periods which resulted in a reduction in the Company’s deferred tax liabilities and a like
reduction in 2007 income tax expense as required under SFAS No. 109, Accounting for Income Taxes. The lower statutory rates are expected to
be offset by other statutory changes in these jurisdictions, such that the Company’s effective tax rate in future years will not be materially
reduced as a result of the legislation. Partially offsetting the benefit from the above tax rate reduction was the effect of establishing income tax
reserves during the year related to uncertain tax positions in various taxing jurisdiction, net of the reduction of tax reserves associated with
Sweden.

The effective tax rate for 2009 is expected to be approximately 26%.

INFLATION
Market forces during the first nine months of 2008 resulted in generally higher average costs for raw materials, with prices of many raw
materials reaching historic price levels early in the third quarter. These costs generally declined after reaching these historic levels. The
Company passed along certain of these cost increases to its customers. The raw materials purchased at record high price levels have largely
been consumed in the production process.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT


The Company is exposed to market risk from changes in interest rates, foreign currency exchange rates and credit risk, which could impact its
results of operations and financial condition. The Company addresses its exposure to these risks through its normal operating and financing
activities. In addition, the Company’s broad-based business activities help to reduce the impact that volatility in any particular area or related
areas may have on its operating earnings as a whole.

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Interest Rate Risk


The Company’s short-term debt obligations relate primarily to commercial paper borrowings. Refer to Note 8 for information regarding the
Company’s outstanding commercial paper balances as of December 31, 2008. As these obligations mature, the Company anticipates issuing
additional short-term commercial paper obligations to refinance all or part of these borrowings. Changes in market interest rates on commercial
paper borrowings affect the Company’s results of operations. In 2008, a 100 percent increase in average market interest rates on the
Company’s commercial paper borrowings would have increased the Company’s interest expense by approximately $29 million. A 100 percent
hypothetical fluctuation is used as the Company’s actual commercial paper interest rates fluctuated near that amount during 2008.

Based on a hypothetical, immediate 100 basis-point increase in interest rates at December 31, 2008, the fair value of the Company’s fixed-rate
long-term debt, excluding the LYONs, would decrease by approximately $65 million (the LYONs have not been included in this calculation as
the value of the convertible debt is primarily derived from the LYONs conversion feature). The Company currently has no plans to repurchase
its outstanding fixed-rate instruments before their maturity and therefore, with respect to the fixed-rate long-term debt, fluctuations in market
interest rates would not have an effect on the Company’s results of operations or stockholders’ equity.

In connection with the maturity and repayment of the Company’s $250 million aggregate principal amount of 6.1% notes in October 2008, the
Company’s two associated interest rate swap agreements with an aggregate notional principal amount of $100 million matured. The swap
agreements were accounted for as fair value hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended, and qualified as “effective” or “perfect” hedges.

Currency Exchange Rate Risk


Exchange rate risk arises from the Company’s investments in subsidiaries owned and operated in foreign countries, as well as from
transactions with customers in countries outside the United States. The effect of a change in currency exchange rates on the Company’s net
investment in international subsidiaries, net of the translation effect of the Eurobonds, is reflected in the “accumulated other comprehensive
income” component of stockholders’ equity. A 10% depreciation in major currencies, relative to the U.S. dollar at December 31, 2008 (net of the
translation effect of the Company’s Eurobond Notes, discussed below) would result in a reduction of stockholders’ equity of approximately
$396 million.

In addition, although the Company has a U.S. dollar functional currency for reporting purposes, it has manufacturing sites throughout the
world and a substantial portion of its sales are generated in foreign currencies. Sales by subsidiaries operating outside of the United States are
translated into U.S. dollars using exchange rates effective during the respective period. As a result, the Company is exposed to movements in
the exchange rates of various currencies against the United States dollar. In particular, the Company has more sales in European currencies
than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits
are increased or decreased, respectively.

The Company has generally accepted the exposure to exchange rate movements without using derivative financial instruments to manage this
risk. Therefore, both positive and negative movements in currency exchange rates against the U.S. dollar will continue to affect the reported
amount of sales, profit, and assets and liabilities in the Company’s consolidated financial statements. The Eurobond Notes described below
(which as of December 31, 2008 had outstanding borrowings in principal amount equivalent to $699 million) and the Euro-denominated portion
of the Company’s commercial paper program (which as of December 31, 2008 had no outstanding borrowings), provide a natural hedge to a
portion of the Company’s European net asset position.

In the fourth quarter of 2008, two wholly owned subsidiaries of the Company entered into foreign currency forward contracts related to
anticipated sales denominated in currencies other than the functional currency of the subsidiaries entering the contracts. The forward
contracts, having an aggregate notional amount of 3.4 billion Japanese Yen ($37.5 million) related to one subsidiary and an aggregate notional
amount of 14.5 million Euro ($20.3 million) related to the second subsidiary, will be settled at various dates during the year ending
December 31, 2009 in

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accordance with their terms. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended,
the Company accounts for these forward contracts as cash flow hedges. These instruments qualify as “effective” or “perfect” hedges. As of
December 31, 2008, the aggregate fair value of the forward contracts was approximately $2 million.

Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and temporary
investments, foreign currency forward contracts and trade accounts receivable. The Company is exposed to credit losses in the event of
nonperformance by counter parties to its financial instruments. The Company places cash and temporary investments with various high-
quality financial institutions throughout the world, and exposure is limited at any one institution. Although the Company does not obtain
collateral or other security to secure these obligations, it does regularly monitor the third-party depository institutions that hold our cash and
cash equivalents. Our emphasis is primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds.

In addition, concentrations of credit risk arising from trade accounts receivable are limited due to the diversity of the Company’s customers.
The Company performs ongoing credit evaluations of its customers’ financial conditions and obtains collateral or other security when
appropriate. Notwithstanding these efforts, the current distress in the global economy may increase the difficulty in collecting accounts
receivable.

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LIQUIDITY AND CAPITAL RESOURCES


Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities.

Although recent distress in the financial markets and the global economy in general has not had a significant impact on the Company’s
liquidity as of the filing date of this Report, management continues to monitor the financial markets and general global economic conditions.
The capital markets worldwide, including the United States, have been severely impacted by credit losses, asset write-downs and failures of
some financial institutions. This disruption has impacted credit spreads and pricing on new securities issuances. The Company’s credit facility
is predominately with institutions that, to date, appear to be relatively unaffected by the disruption. The Company’s ability to access the
commercial paper market has also not, to date, been affected adversely by the capital markets’ disruption. The Company continues to generate
substantial cash from operating activities and believes that its cash flow and other sources of liquidity, primarily its commercial paper program
and committed credit facility, will be sufficient to allow it to continue investing in existing businesses and strategic acquisitions and maintain
its capital structure on a short and long-term basis. For a discussion of risks related to the distress in the financial markets and the global
economy in general, please refer to “Item 1A. Risk Factors.”

Overview of Cash Flows and Liquidity

($ in m illion s) For th e Ye ars En de d De ce m be r 31


2008 2007 2006
Operating cash flows from continuing operations $ 1,859.0 $ 1,699.3 $ 1,530.8
Operating cash flows from discontinued operations — (53.5) 16.5
Net cash flows from operating activities 1,859.0 1,645.8 1,547.3

Purchases of property, plant and equipment (193.8) (162.1) (136.4)


Cash paid for acquisitions (423.2) (3,576.6) (2,656.1)
Cash paid for investment in acquisition target and other marketable securities — (23.2) (84.1)
Proceeds from sale of investment and divestitures — 301.3 98.5
Other sources 49.6 15.5 10.0
Investing cash flows from continued operations (567.4) (3,445.1) (2,768.1)
Investing cash flows from discontinued operations — (0.7) (1.3)
Net cash used in investing activities (567.4) (3,445.8) (2,769.4)

Proceeds from the issuance of common stock 82.4 733.0 98.4


Net debt (repayments) / borrowings (1,092.3) 1,131.0 1,145.0
Purchase of treasury stock (74.2) (117.5) —
Payment of dividends (38.2) (34.3) (24.6)
Net cash (used in) / provided by financing activities (1,122.3) 1,712.2 1,218.8
• Operating cash flow from continuing operations, a key source of the Company’s liquidity, increased $160 million during 2008, or
approximately 9.5%, as compared to 2007.
• Debt repayments constituted the most significant use of cash during 2008. The Company repaid approximately $1.1 billion of debt,
net of new borrowings during this period.

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• The Company acquired seventeen businesses during 2008. Total consideration paid for these acquisitions was approximately $423
million in cash, including transaction costs and net of cash acquired and $8.5 million of debt assumed.
• As of December 31, 2008, the Company held $393 million of cash and cash equivalents.

Operating Activities
The Company continues to generate substantial cash from operating activities and remains in a strong financial position, with resources
available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short and long-term basis. Cash
flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for items
such as income taxes, pension funding decisions and other items impact reported cash flows.

Operating cash flow from continuing operations, a key source of the Company’s liquidity, was approximately $1.9 billion for 2008, an increase
of $160 million, or approximately 9.5% as compared to 2007. Earnings growth of $104 million in addition to an increase of approximately $39
million in contributions from operating working capital (which the Company defines as trade accounts receivable plus inventory less accounts
payable) as compared to 2007 contributed to the overall year-over-year increase in operating cash flows. The 2008 operating working capital
contribution increased primarily due to strong collections of accounts receivable. Operating cash flows during 2008 also benefited
approximately $83 million from year-over-year increases in stock compensation, depreciation and amortization charges which do not require the
use of cash. In addition, non-cash acquisition related charges incurred related to acquired inventory and acquired deferred revenue in
connection with the 2007 acquisition of Tektronix had a positive impact on operating cash flow comparisons. Approximately $100 million of
additional income tax payments made in 2008 related to continuing operations as compared to 2007 partially offset these positive factors.

Investing Activities
Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures and cash flows from
divestitures of businesses or assets. Net cash used in investing activities related to continuing operations was $567 million during 2008
compared to $3.4 billion of net cash used in the comparable period of 2007. Gross capital spending increased $32 million from $162 million
during 2007 to $194 million during 2008, due primarily to capital spending relating to newly acquired businesses and increased spending
related to investments in the Company’s low-cost region sourcing initiatives, new products and other growth opportunities. Capital
expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information
technology systems. In 2009, the Company expects capital spending to exceed $200 million, though actual expenditures will ultimately depend
on business conditions.

Net cash used in investing activities related to continuing operations was $3.4 billion in 2007 compared to approximately $2.8 billion in 2006.
Gross capital spending increased $26 million in 2007 from 2006 levels to $162 million.

As discussed below, the Company completed numerous business acquisitions and divestitures during 2008, 2007 and 2006. All of the
acquisitions during this period have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill typically
arises because the purchase prices for these businesses reflect the competitive nature of the process by which the businesses are acquired
and the complementary strategic fit and resulting synergies these businesses are expected to bring to existing operations. For a discussion of
other factors resulting in the recognition of goodwill see Notes 2 and 6 to the accompanying Consolidated Financial Statements.

2008 Acquisitions
The Company acquired seventeen companies or product lines during 2008 for consideration of approximately $423 million in cash, including
transaction costs and net of cash acquired and $8.5 million of debt assumed. Each company acquired manufactures instrumentation and/or
supply products in the life sciences, dental, product identification, environmental or test and measurement markets. These companies were
acquired to complement

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existing units of the Medical Technologies, Industrial Technologies or Professional Instrumentation segments. The aggregate annual sales of
these seventeen acquired businesses at the time of their respective acquisitions, in each case based on the company’s revenues for its last
completed fiscal year prior to the acquisition, were approximately $325 million.

2007 Acquisitions and Divestiture


In November 2007, the Company acquired all of the outstanding shares of Tektronix, Inc. for total cash consideration of approximately $2.8
billion, including transaction costs and net of cash and debt acquired. The Company initially financed the acquisition of Tektronix through the
issuance of commercial paper and available cash (including proceeds from the underwritten public offering of 6.9 million shares of Danaher
common stock completed on November 2, 2007). Subsequent to the acquisition, the Company issued $500 million of 5.625% senior notes due
2018 in an underwritten public offering and used the net proceeds from this offering to repay a portion of the commercial paper issued to
finance the Tektronix acquisition.

In July 2007, the Company acquired all of the outstanding shares of ChemTreat for a cash purchase price of $425 million including transaction
costs. No cash was acquired in the transaction. The Company financed the acquisition primarily with proceeds from the issuance of
commercial paper and to a lesser extent from available cash.

In addition, the Company acquired ten other companies or product lines during 2007 for consideration of approximately $273 million in cash,
including transaction costs and net of cash acquired, and $4 million of debt assumed. Each company acquired manufactures instrumentation
and/or supply products in the test and measurement, dental technologies, product identification, sensors and controls or environmental
instruments markets. These companies were all acquired to complement existing units of the Professional Instrumentation, Medical
Technologies or Industrial Technologies segments. The aggregate annual sales of these ten acquired businesses at the time of their respective
acquisitions, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were $123 million.

In addition to the ten acquisitions noted above, as discussed below, during the first quarter of 2007, the Company completed the acquisition of
the remaining shares of Vision not owned by the Company as of December 31, 2006 for cash consideration of approximately $96 million.

In July 2007, the Company completed the sale of its power quality business generating approximately $275 million of net cash proceeds. This
business, which was part of the Industrial Technologies segment and designs and manufactures power quality and reliability products and
services, had aggregate annual revenues of approximately $130 million in 2006. The Company used the proceeds from this sale for general
corporate purposes, including debt reduction and acquisitions.

2006 Acquisitions
In May 2006, the Company acquired all of the outstanding shares of Sybron for total cash consideration of approximately $2 billion, including
transaction costs and net of $94 million of cash acquired, and assumed approximately $182 million of debt. Sybron is a leading manufacturer of
a broad range of products for the dental professional and had revenues of approximately $650 million in its last completed fiscal year prior to
the acquisition. Substantially all of the assumed debt was repaid or refinanced prior to December 31, 2006. Danaher financed the acquisition of
shares and the refinancing of the assumed debt primarily with proceeds from the issuance of commercial paper and to a lesser extent from
available cash.

In addition, in the last quarter of 2006 and first quarter of 2007, the Company acquired all of the outstanding shares of Vision for an aggregate
cash purchase price of approximately $525 million, including transaction costs and net of $113 million of cash acquired and assumed $1.5
million of debt. Of this purchase price, $96 million was paid during 2007 to acquire the remaining shares of Vision that the Company did not
own as of December 31, 2006 and for transaction costs. The Company financed the transaction through a combination of available cash and
the issuance of commercial paper. Vision, based in Australia, manufactures and markets automated instruments, antibodies and biochemical
reagents used for biopsy-based detection of cancer and infectious diseases, and had revenues of $86 million in its last completed fiscal year
prior to the acquisition. The pairing of Vision with the Company’s existing

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life science instrumentation business, Leica, has significantly broadened the Company’s product offerings in the anatomical pathology market
and has expanded the sales and growth opportunities for both the Leica and Vision businesses. The Company believes that the pairing of
Leica and Vision also created a broader base for the potential acquisition of complementary businesses in the life sciences industry.

Total consideration for the other nine businesses acquired during 2006 was approximately $213 million in cash, including transaction costs and
net of cash acquired. In general, each manufactures instrumentation and/or supply products in the test and measurement, acute care
diagnostics, water quality, product identification or sensors and controls markets. These companies were all acquired to complement existing
units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments. The aggregate annual revenues of
these nine acquired businesses, at the date of their respective acquisitions, in each case based on the acquired company’s revenues for its last
completed fiscal year prior to the acquisition, were approximately $140 million.

In the first half of 2006, the Company purchased and subsequently sold shares of First Technology plc, a U.K.—based public company, in
connection with the Company’s unsuccessful bid to acquire First Technology. First Technology also paid the Company a break-up fee of
approximately $3 million. During the second quarter of 2006 the Company recorded a pre-tax gain of approximately $14 million ($8.9 million
after-tax, or approximately $0.03 per diluted share) in connection with these matters, net of related transaction costs, which is included in
“other expense (income), net” in the accompanying Consolidated Condensed Statement of Earnings.

Financing Activities and Indebtedness


Cash flows from financing activities consist primarily of proceeds from the issuance of commercial paper, common stock and notes,
repayments of indebtedness, repurchases of common stock and payments of dividends to shareholders. Financing activities used cash of $1.1
billion during 2008 compared to $1.7 billion of cash provided during 2007. The year-over-year change was primarily due to repayment of a
substantial portion of the commercial paper indebtedness incurred to finance the acquisitions of Tektronix and ChemTreat in 2007; the
repurchase of shares of Danaher common stock pursuant to our stock repurchase program; repayment of the $250 million aggregate principal
amount of 6.1% notes due 2008 (net of commercial paper issued to refinance such repayment); and dividends paid during 2008.

Total debt was $2,619 million at December 31, 2008 compared to $3,726 million at December 31, 2007. The Company’s debt as of December 31,
2008 was as follows:
• $624 million of outstanding U.S. dollar denominated commercial paper;
• $699 million (€500 million) aggregate principal amount of 4.5% guaranteed Eurobond Notes due 2013 (“Eurobond Notes”);
• $500 million aggregate principal amount of 5.625% Senior Notes due 2018 (“2018 Notes”);
• $620 million of zero coupon Liquid Yield Option Notes due 2021 (“LYONs”); and
• $176 million of other borrowings.

The Company does not have any credit rating downgrade triggers that would accelerate the maturity of a material amount of outstanding debt,
except in connection with the change of control triggers described as follows. Under each of the Eurobond Notes and the 2018 Notes, if the
Company experiences a change of control and a rating downgrade of a specified nature within a specified period following the change of
control, the Company will be required to offer to repurchase the notes at a price equal to 101% of the principal amount plus accrued interest in
the case of 2018 Notes, or the principal amount plus accrued interest in the case of Eurobond Notes. The Company’s outstanding indentures
and comparable instruments also contain customary covenants including for example limits on the incurrence of secured debt and
sale/leaseback transactions. None of these covenants are considered restrictive to the Company’s operations and as of December 31, 2008, the
Company was in compliance with all of its debt covenants. For a discussion of the risks related to our indebtedness, please refer to “Item 1A.
Risk Factors.”

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Commercial Paper Program and Credit Facility


The Company satisfies its short-term liquidity needs primarily through issuances of U.S. dollar and Euro commercial paper. Under the
Company’s U.S. dollar and Euro commercial paper programs, the Company or a subsidiary of the Company, as applicable, may issue and sell
unsecured, short-term promissory notes in aggregate principal amount not to exceed $4.0 billion. Since the Credit Facility (described below)
provides credit support for the program, the $1.45 billion of availability under the Credit Facility has the practical effect of reducing from $4.0
billion to $1.45 billion the maximum amount of commercial paper that the Company can issue under the program. Commercial paper notes are
sold at a discount and have a maturity of not more than 90 days from the date of issuance. Borrowings under the program are available for
general corporate purposes, including financing acquisitions. The Company classifies the borrowings under the commercial paper program as
long-term borrowings in the accompanying Consolidated Balance Sheet as the Company has the intent and the ability, as supported by the
availability of the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.

Credit support for part of the commercial paper program is provided by an unsecured $1.45 billion multicurrency revolving credit facility (the
“Credit Facility”) which expires on April 25, 2012. The Credit Facility can also be used for working capital and other general corporate
purposes. Interest is based on, at the Company’s option, (1) a LIBOR-based formula that is dependent in part on the Company’s credit rating,
or (2) a formula based on Bank of America’s prime rate or on the Federal funds rate plus 50 basis points, or (3) the rate of interest bid by a
particular lender for a particular loan under the facility. The Credit Facility requires the Company to maintain a consolidated leverage ratio (the
ratio of consolidated indebtedness to consolidated indebtedness plus shareholders’ equity) as of the last day of each fiscal quarter of 0.65 to
1.00 or less. The availability of the Credit Facility as a standby liquidity facility to repay maturing commercial paper is an important factor in
maintaining the existing credit ratings of our commercial paper program. We expect to limit any borrowings under the Credit Facility to amounts
that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our outstanding commercial paper
as it matures.

During 2008, the Company utilized its commercial paper program to finance the repayment of the 6.1% notes due 2008. During 2007, the
Company utilized its commercial paper program (as well as operating cash flow and the proceeds from the November 2007 common stock
offering and December 2007 offering of the 2018 Notes), to fund the acquisitions of ChemTreat and Tektronix. As of December 31, 2008, $624
million was outstanding under the Company’s U.S. dollar commercial paper program with a weighted average interest rate of 1.0% and an
average maturity of approximately 13 days. As of December 31, 2008, there was no outstanding Euro-denominated commercial paper.

Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit rating
and market conditions. Any downgrade in the Company’s credit rating would increase the cost of borrowings under the Company’s
commercial paper program and Credit Facility, and could limit or preclude the Company’s ability to issue commercial paper. We have not
experienced difficulty in accessing the commercial paper market to date. If our access to the commercial paper market is adversely affected due
to a change in market conditions or otherwise, we would expect to rely on a combination of available operating cash flow and our Credit
Facility to provide short-term funding. In such event, the cost of borrowings under our Credit Facility could be higher than the cost of
commercial paper borrowings.

In connection with the financing of the Tektronix acquisition in November 2007, the Company entered into a $1.9 billion unsecured revolving
bridge loan facility (the “Bridge Facility”), which provided additional credit support for the commercial paper program and was also available
for working capital and other corporate purposes. In December 2007, Danaher reduced the amount of the Bridge Facility to $1.0 billion to
minimize maintenance costs, and in May 2008 Danaher further reduced the facility to $0.5 billion. The Bridge Facility expired on November 11,
2008. There were no borrowings under either the Credit Facility or the Bridge Facility during 2008.

Other Long-Term Indebtedness


In December 2007, the Company completed an underwritten public offering of $500 million aggregate principal amount of 5.625% senior notes
due 2018. The net proceeds, after expenses and the underwriters’ discount, were

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approximately $493.4 million, which were used to repay a portion of the commercial paper issued to finance the acquisition of Tektronix. The
Company may redeem the notes at any time prior to their maturity at a redemption price equal to the greater of the principal amount of the
notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest plus 25 basis points.

On July 21, 2006, a financing subsidiary of the Company issued the Eurobond Notes in a private placement outside the U.S. Payment
obligations under these Eurobond Notes are guaranteed by the Company. The net proceeds of the offering, after the deduction of
underwriting commissions but prior to the deduction of other issuance costs, were €496 million ($627 million based on exchange rates in effect
at the time the offering closed) and were used to pay down a portion of the Company’s outstanding commercial paper and for general
corporate purposes, including acquisitions. The Company may redeem the notes upon the occurrence of specified, adverse changes in tax
laws or interpretations under such laws, at a redemption price equal to the principal amount of the notes to be redeemed.

In 2001, the Company issued $830 million (value at maturity) in LYONs. The net proceeds to the Company were $505 million, of which
approximately $100 million was used to pay down debt and the balance was used for general corporate purposes, including acquisitions. The
LYONs carry a yield to maturity of 2.375% (with contingent interest payable as described below). Holders of the LYONs may convert each
$1,000 of principal amount at maturity into 14.5352 shares of Danaher common stock (in the aggregate for all LYONs, approximately 12.0 million
shares of Danaher common stock) at any time on or before the maturity date of January 22, 2021. As of December 31, 2008, an aggregate of
approximately 68,000 shares of Danaher common stock had been issued upon conversion of LYONs. As of December 31, 2008, the accreted
value of the outstanding LYONs was lower than the traded market value of the underlying common stock issuable upon conversion. The
Company may redeem all or a portion of the LYONs for cash at any time at scheduled redemption prices. Holders may require the Company to
purchase all or a portion of the notes for cash and/or Company common stock, at the Company’s option, on January 22, 2011. The holders had
a similar option to require the Company to purchase all or a portion of the notes as of January 22, 2004, which resulted in notes with an
accreted value of $1.1 million being redeemed by the Company for cash.

Under the terms of the LYONs, the Company will pay contingent interest to the holders of LYONs during any six month period from January 23
to July 22 and from July 23 to January 22 if the average market price of a LYON for a specified measurement period equals 120% or more of the
sum of the issue price and accrued original issue discount for such LYON. The amount of contingent interest to be paid with respect to any
quarterly period is equal to the higher of either 0.0315% of the bonds’ average market price during the specified measurement period or the
amount of the common stock dividend paid during such quarterly period multiplied by the number of shares issuable upon conversion of a
LYON. The Company paid approximately $1.4 million of contingent interest on the LYONs for the year ended December 31, 2008. Except for the
contingent interest described above, the Company will not pay interest on the LYONs prior to maturity.

The $250 million of 6.1% notes due 2008 matured October 15, 2008 and were repaid from the proceeds of commercial paper borrowings.

Shelf Registration Statement and Common Stock Offering


The Company has a shelf registration statement on Form S-3 on file with the SEC that registers an indeterminate amount of debt securities,
common stock, preferred stock, warrants, depositary shares, purchase contracts and units for future issuance.

In November 2007, the Company completed an underwritten public offering of 6.9 million shares of Danaher common stock at a price to the
public of $82.25 per share off the shelf registration statement. The net proceeds, after expenses and the underwriters’ discount, were
approximately $550 million, which were used to partially fund the acquisition of Tektronix. In December 2007, the Company also issued the
5.625% Senior Notes due 2018 off the shelf registration statement.

Stock Repurchase Program


On April 21, 2005, the Company’s Board of Directors authorized the repurchase of up to 10 million shares of the Company’s common stock
from time to time on the open market or in privately negotiated transactions. There is no

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expiration date for the Company’s repurchase program. The timing and amount of any shares repurchased will be determined by the
Company’s management based on its evaluation of market conditions and other factors. The repurchase program may be suspended or
discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans and
for other corporate purposes.

During 2008, the Company repurchased 1.38 million shares of Company common stock in open market transactions at a cost of $74 million.
During 2007, the Company repurchased 1.64 million shares of Company common stock in open market transactions at a cost of $117 million.
The 2008 and 2007 repurchases were funded from available cash and from proceeds from the issuance of commercial paper. At December 31,
2008, the Company had approximately 2 million shares remaining for stock repurchases under the existing Board authorization. The Company
expects to fund any further repurchases using the Company’s available cash balances or proceeds from the issuance of commercial paper.

Dividends
The Company declared a regular quarterly dividend of $0.03 per share that was paid on January 30, 2009 to holders of record on December 26,
2008. Aggregate cash payments for dividends during 2008 were $38 million.

Cash and Cash Requirements


The Company will continue to have cash requirements to support working capital needs and capital expenditures and acquisitions, to pay
interest and service debt, fund its pension plans as required, pay dividends to shareholders and repurchase shares of the Company’s common
stock. The Company generally intends to use available cash and internally generated funds to meet these cash requirements and may borrow
under existing commercial paper programs or the Credit Facility or, subject to availability, access the capital markets as needed for liquidity.
Subject to market conditions and management’s judgment, the Company intends to seek to publicly issue debt securities prior to the end of
the first quarter of 2009, the proceeds of which would be used to repay a portion of our outstanding commercial paper and/or for other general,
corporate purposes. As of December 31, 2008, the Company held $393 million of cash and cash equivalents that were invested in highly liquid
investment grade debt instruments with a maturity of 90 days or less. Of this amount, approximately $373 million was held outside the United
States; repatriation of these amounts is either restricted or prohibited by local laws and/or would potentially trigger United States federal
income taxes, less applicable foreign tax credits, as discussed below.

The Company’s cash balances are generated and held in numerous locations throughout the world, including substantial amounts held
outside the United States. The Company utilizes a variety of tax planning and financing strategies in an effort to ensure that its worldwide cash
is available in the locations in which it is needed. Wherever possible, cash management is centralized and intra-company financing is used to
provide working capital to the Company’s operations. Most of the cash balances held outside the United States could be repatriated to the
United States, but, under current law, would potentially be subject to United States federal income taxes, less applicable foreign tax credits.
Repatriation of some foreign balances is restricted or prohibited by local laws. Where local restrictions prevent an efficient intra-company
transfer of funds, the Company’s intent is that cash balances would remain in the foreign country and it would meet United States liquidity
needs through ongoing cash flows, external borrowings, or both.

The provisions of the U.S. Pension Protection Act of 2006, enacted in August 2006 changed the minimum funding requirements for the
Company’s U.S. pension plan beginning in 2009. During 2009, the Company’s cash contribution requirements for its U.S. pension plan are not
expected to be significant. Funding requirements for the U.S. pension may become more significant commencing in the year ended
December 31, 2010; however, the ultimate amounts to be contributed are dependent upon, among other things, underlying asset returns and
the impact of recent legislative activity associated with pension funding obligations. Cash contributions during 2009 related to the Company’s
non-U.S. pension plans are expected to be approximately $30 million.

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CONTRACTUAL OBLIGATIONS
The following table sets forth, by period due or year of expected expiration, as applicable, a summary of the Company’s contractual obligations
as of December 31, 2008 under (1) long-term debt obligations, (2) leases, (3) purchase obligations and (4) other long-term liabilities reflected on
the Company’s balance sheet under GAAP. The amounts presented in the table below do not reflect $536 million of gross unrecognized tax
benefits, the timing of which is uncertain. Refer to Note 13 to the Consolidated Financial Statements for additional information on
unrecognized tax benefits.

Le ss
Th an More
O ne 1-3 3-5 Th an
Total Ye ar Ye ars Ye ars 5 Ye ars
($ in m illion s)
Debt & Leases:
Long-Term Debt Obligations (a)(b) $2,590.7 $ 65.1 $ 9.2 $1,383.9 $1,132.5
Capital Lease Obligations (b) 28.6 1.1 2.4 3.0 22.1
Total Long-Term Debt 2,619.3 66.2 11.6 1,386.9 1,154.6
Interest Payments on Long-Term Debt and Capital Lease Obligations (c) 269.1 11.7 19.0 17.7 220.7
Operating Lease Obligations (d) 345.8 109.8 122.3 59.5 54.2
Other:
Purchase Obligations (e) 426.0 398.3 10.6 1.8 15.3
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet Under GAAP (f) 1,817.5 — 296.5 253.2 1,267.8
Total $5,477.7 $586.0 $460.0 $1,719.1 $2,712.6

(a) As described in Note 8 to the Consolidated Financial Statements.


(b) Amounts do not include interest payments. Interest on long-term debt and capital lease obligations is reflected in a separate line in the
table.
(c) Interest payments on long-term debt are projected for future periods using the interest rates in effect as of December 31, 2008. Certain of
these projected interest payments may differ in the future based on changes in market interest rates.
(d) As described in Note 11 to the Consolidated Financial Statements.
(e) Consist of agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all
significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate
timing of the transaction.
(f) Primarily consist of obligations under product service and warranty policies and allowances, performance and operating costs
guarantees, estimated environmental remediation costs, self-insurance and litigation claims, post-retirement benefits, certain pension
obligations, deferred tax liabilities and deferred compensation obligations. The timing of cash flows associated with these obligations are
based upon management’s estimates over the terms of these arrangements and are largely based upon historical experience.

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OFF-BALANCE SHEET ARRANGEMENTS


The following table sets forth, by period due or year of expected expiration, as applicable, a summary of off-balance sheet commercial
commitments of the Company.

Am ou n t of C om m itm e n t Expiration pe r
Pe riod
Le ss More
Total Th an Th an
Am ou n ts O ne 1-3 4-5 5
C om m itte d Ye ar Ye ars Ye ars Ye ars
($ in m illion s)
Standby Letters of Credit and Performance Bonds $ 255.1 $120.9 $ 85.5 $ 17.1 $ 31.6
Guarantees 172.1 84.9 5.3 1.3 80.6
Contingent Acquisition Consideration 72.4 40.1 7.6 5.1 19.6
Total $ 499.6 $245.9 $ 98.4 $ 23.5 $131.8

Standby letters of credit and performance bonds are generally issued to secure the Company’s obligations under short-term contracts to
purchase raw materials and components for manufacture and for performance under specific manufacturing agreements. Guarantees are
generally issued in connection with certain transactions with vendors, suppliers, and financing counterparties and governmental entities.

In connection with five acquisitions, the Company has entered into agreements with the respective sellers to pay certain amounts in the future
as additional purchase price. The Company enters into these types of arrangements to help bridge differences of opinion that the Company
and the sellers may have over the appropriate value of the acquired business. The Company could pay nothing in the aggregate pursuant to
these agreements, or a maximum of up to $72.4 million over the next 15 years depending on the performance of the respective businesses
during the specified performance period.

Other Off-Balance-Sheet Arrangements


The Company has from time to time divested certain of its businesses and assets. In connection with these divestitures, the Company often
provides representations, warranties and/or indemnities to cover various risks and unknown liabilities, such as claims for damages arising out
of the use of products or relating to intellectual property matters, commercial disputes, environmental matters or tax matters. The Company
cannot estimate the potential liability from such representations, warranties and indemnities because they relate to unknown
conditions. However, the Company does not believe that the liabilities relating to these representations, warranties and indemnities will have a
material adverse effect on the Company’s financial position, results of operations or liquidity.

Due to the Company’s downsizing of certain operations pursuant to acquisitions, restructuring plans or otherwise, certain properties leased
by the Company have been sublet to third parties. In the event any of these third parties vacates any of these premises, the Company would
be legally obligated under master lease arrangements. The Company believes that the financial risk of default by such sub-lessors is
individually and in the aggregate not material to the Company’s financial position, results of operations or liquidity.

The Company’s Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or
threatened to be made a party to any action or proceeding by reason of his or her service as a director or officer of the Company, or by reason
of serving at the request of the Company as a director or officer of any other entity, subject to limited exceptions. Danaher’s Amended and
Restated By-laws provide for similar indemnification rights. In addition, Danaher intends to execute with each of its directors and executive
officers an indemnification agreement with Danaher which will provide for substantially similar indemnification rights and under which
Danaher will agree to pay expenses in advance of the final disposition of any such indemnifiable proceeding. While the Company maintains
insurance for this type of liability, a significant deductible applies to this coverage and any such liability could exceed the amount of the
insurance coverage.

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Except as described above, as of December 31, 2008 the Company has not entered into any off-balance sheet financing arrangements and has
no unconsolidated special purpose entities.

Legal Proceedings
Please refer to Note 12 to the Consolidated Financial Statements included in this Annual Report for information regarding certain litigation
matters.

In addition to the litigation matters noted under “Item 1. Business – Regulatory Matters – Environmental, Health & Safety”, the Company is,
from time to time, subject to a variety of litigation incidental to its business. These lawsuits primarily involve claims for damages arising out of
the use of the Company’s products and services and claims relating to intellectual property matters, employment matters, commercial disputes,
competition and sales and trading practices, personal injury and insurance coverage. The Company may also become subject to lawsuits as a
result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in
connection with, divested businesses. Some of these lawsuits include claims for punitive and consequential as well as compensatory
damages. While the Company maintains workers compensation, property, cargo, automobile, aviation, crime, fiduciary, product, general
liability, and directors’ and officers’ liability insurance (and has acquired rights under similar policies in connection with certain acquisitions)
that it believes cover a portion of these claims, this insurance may be insufficient or unavailable to cover such losses. In addition, while the
Company believes it is entitled to indemnification from third parties for some of these claims, these rights may also be insufficient or
unavailable to cover such losses. Based upon the Company’s experience, current information and applicable law, it does not believe that these
proceedings and claims will have a material adverse effect on its cash flows, financial position, or results of operations.

The Company maintains third party insurance policies up to certain limits to cover certain liability costs in excess of predetermined retained
amounts. For general liability risk (which includes product liability) and most other insured risks, the Company purchases outside insurance
coverage only for severe losses (“stop loss” insurance) and must establish and maintain reserves with respect to amounts within the self-
insured retention. These reserves consist of specific reserves for individual claims and additional amounts for anticipated developments of
these claims as well as for incurred but not yet reported claims. The specific reserves for individual known claims are quantified with the
assistance of outside risk insurance professionals for product liability. In addition, outside risk insurances professionals assist in the
determination of reserves for incurred but not yet reported claims through evaluation of the Company’s specific loss history, actual claims
reported, and industry trends among statistical and other factors. While the Company actively pursues financial recoveries from insurance
providers for claims paid associated with these risks, it does not recognize any recoveries until realized or until such time as a sustained
pattern of collections is established related to historical matters of a similar nature and magnitude. The Company believes the liability recorded
for such risk insurance reserves as of December 31, 2008 is adequate, but due to judgments inherent in the reserve process it is possible the
ultimate costs will differ from this estimate. If the risk insurance reserves established are inadequate, the Company would be required to incur
an expense equal to the amount of the loss incurred in excess of the reserves, which would adversely affect the Company’s net earnings.
Please see Note 7 to the Consolidated Financial Statements for information about the amount of our accruals for self-insurance and litigation
liability.

For a discussion of additional risks related to existing and potential legal proceedings, please refer to “Item 1A. Risk Factors.”

CRITICAL ACCOUNTING POLICIES


Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s
Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates on
historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.

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The Company believes the following critical accounting policies are most critical to an understanding of its financial statements because they
inherently involve significant judgments and uncertainties. For a detailed discussion on the application of these and other accounting policies,
refer to Note 1 in the Company’s Consolidated Financial Statements.

Accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the
Company’s customers to make required payments. The Company estimates its anticipated losses from doubtful accounts based on historical
collection history as well as by specifically reserving for known doubtful accounts. Estimating losses from doubtful accounts is inherently
uncertain because the amount of such losses depends substantially on the financial condition of the Company’s customers, and the Company
typically has limited visibility as to the specific financial state of its customers. Recent deterioration in overall global economic conditions and
worldwide credit markets heightens the uncertainties related to customers’ ability to pay and may increase the difficulty in collecting accounts
receivable. If the financial condition of the Company’s customers were to deteriorate beyond estimates, resulting in an impairment of their
ability to make payments, the Company would be required to write off additional accounts receivable balances, which would adversely impact
the Company’s net earnings and financial condition.

Inventories. The Company records inventory at the lower of cost or market value. The Company estimates the market value of its inventory
based on assumptions for future demand and related pricing. Estimating the market value of inventory is inherently uncertain because levels of
demand, technological advances and pricing competition in many of the Company’s markets can fluctuate significantly from period to period
due to circumstances beyond the Company’s control. As a result, such fluctuations can be difficult to predict. If actual market conditions are
less favorable than those projected by management, the Company could be required to reduce the value of its inventory, which would
adversely impact the Company’s net earnings and financial condition.

Acquired intangibles. The Company’s business acquisitions typically result in goodwill and other intangible assets, which affect the amount
of future period amortization expense and possible impairment expense that the Company will incur. The Company follows Statement of
Financial Accounting Standards (SFAS) No. 142, the accounting standard for goodwill, which requires that the Company, on an annual basis,
calculate the fair value of the reporting units that contain the goodwill and compare that to the carrying value of the reporting unit to determine
if impairment exists. Impairment testing must take place more often if circumstances or events indicate a change in the impairment status. The
Company estimates the fair value of its reporting units using various valuation techniques with the initial estimate being calculated using a
market based approach where fair value is estimated based on EBITDA multiples determined by available precedent transactions of
comparable businesses. In evaluating the estimates derived by the market based approach, management assesses the relevance and reliability
of the precedent transaction EBITDA multiples by considering factors unique to its reporting units, including recent operating results,
business plans, economic projections, anticipated future cash flows, and other market data. To the extent the fair value as estimated by the
market based approach exceeds the carrying value of a reporting unit by less than 30%, management performs an analysis using the income
approach to estimate fair value utilizing a discounted cash flow analysis related to that reporting unit. Once completed, the results of the
income and market approaches are reconciled and compared. The discounted cash flow model requires judgmental assumptions about
projected revenue growth, future operating margins, discount rates and terminal values. There are inherent uncertainties related to these
assumptions and management’s judgment in applying them to the analysis of goodwill impairment. While the Company believes it has made
reasonable estimates and assumptions to calculate the fair value of its reporting units, it is possible a material change could occur. If actual
results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated and a
charge would need to be taken against net earnings.

The Company’s annual goodwill impairment analysis, as described above, did not result in an impairment charge. The excess of the estimated
fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s
reporting units as of the first day of the Company’s fiscal fourth quarter, the annual testing date, ranged from approximately 1.4% to
approximately 421%. In order to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, the Company applied a
hypothetical 10% decrease to the fair values of each reporting unit. The results (expressed as a percentage of carrying value for the

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respective reporting unit) from this hypothetical 10% decrease in fair value ranged from a short fall of approximately 9% to an excess of
approximately 369% for each of the Company’s reporting units. The carrying value of the Company’s individual reporting units ranges from
approximately $13 million to approximately $2.5 billion.

Long-lived assets. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of the assets to the future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Judgments made
by the Company relate to the expected useful lives of long-lived assets and its ability to realize any undiscounted cash flows in excess of the
carrying amounts of such assets and are affected by factors such as the ongoing maintenance and improvements of the assets, changes in the
expected use of the assets, changes in economic conditions, changes in operating performance and anticipated future cash flows. Since
judgment is involved in determining the fair value of long-lived assets, there is risk that the carrying value of the Company’s long-lived assets
may require adjustment in future periods. If actual fair value is less than the Company’s estimates, long-lived assets may be overstated on the
balance sheet and a charge would need to be taken against net earnings.

Purchase accounting. In connection with its acquisitions, the Company formulates a plan related to the future integration of the acquired
entity. In accordance with Emerging Issues Task Force Issue No. 95-3, Recognition of Liabilities in Connection with a Purchase Business
Combination (EITF No. 95-3), the Company accrues estimates for certain of the integration costs anticipated at the date of acquisition,
including personnel reductions and facility closures or restructurings. Adjustments to these estimates are made up to 12 months from the
acquisition date as plans are finalized. The Company establishes these accruals based on information obtained during the due diligence
process, the Company’s experience in acquiring other companies, and information obtained after the closing about the acquired company’s
business, assets and liabilities. The accruals established by the Company are inherently uncertain because they are based on limited
information on the fair value of the assets and liabilities of the acquired business as well as the uncertainty of the cost to execute the
restructuring plans for the business. If the accruals established by the Company are insufficient to account for all of the activities required to
restructure the acquired entity, the Company would be required to incur an expense, which would adversely affect the Company’s net
earnings. To the extent these accruals are not utilized for the intended purpose, the excess is recorded as a reduction of the purchase price,
typically by reducing recorded goodwill balances. As a result of the implementation of SFAS No. 141 (revised 2007), “Business
Combinations,” that became effective January 1, 2009, the provisions of EITF 95-3 will not be applicable to acquisitions completed subsequent
to January 1, 2009. Acquisitions completed prior to December 31, 2008 will continue to apply the provisions of EITF 95-3. Refer to “New
Accounting Standards” below for additional information.

Environmental. The Company has made a provision for environmental remediation and environmental-related personal injury claims with
respect to sites owned or formerly owned by the Company and its subsidiaries. The Company generally makes an assessment of the costs
involved for its remediation efforts based on environmental studies as well as its prior experience with similar sites. If the Company determines
that potential remediation liability for properties currently or previously owned is probable and reasonably estimable, it accrues the total
estimated costs, including investigation and remediation costs, associated with the site. We also estimate our exposure for probable
environmental-related personal injury claims and accrue for this estimated liability. While the Company actively pursues insurance recoveries
as well as recoveries from other potentially responsible parties, it does not recognize any insurance recoveries for environmental liability
claims until realization is deemed probable.

The ultimate cost of site cleanup is difficult to predict given the uncertainties of the Company’s involvement in certain sites, uncertainties
regarding the extent of the required cleanup, the availability of alternative cleanup methods, variations in the interpretation of applicable laws
and regulations, the possibility of insurance recoveries with respect to certain sites and the fact that imposition of joint and several liability
with right of contribution is possible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and other
environmental laws and regulations. As such, there can be no assurance that the Company’s estimates of environmental liabilities will not
change. Refer to Note 12 of the Notes to the Consolidated Financial Statements for additional information. If the environmental reserves
established by the Company are inadequate, the Company would be required to incur an expense equal to the amount of the loss incurred in
excess of the reserves, which would adversely affect the Company’s net earnings.

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Contingent Liabilities. As discussed above, the Company is, from time to time, subject to a variety of litigation incidental to its business. The
Company recognizes a liability for any contingency that is probable of occurrence and reasonably estimable. The Company periodically
assesses the likelihood of adverse judgments or outcomes for these matters, as well as potential amounts or ranges of probable losses, and if
appropriate, recognizes a liability for these contingencies with the assistance of legal counsel and, if applicable, other professionals. These
assessments require judgments concerning matters such as the anticipated outcome of negotiations, the number and cost of pending and
future claims, and the impact of evidentiary requirements. Because most contingencies are resolved over long periods of time, liabilities may
change in the future due to new developments or changes in the Company’s settlement strategy. For a discussion of these contingencies,
including management’s judgment applied in the recognition and measurement of specific liabilities, refer to Note 12 of the Notes to
Consolidated Financial Statements. If the reserves established by the Company with respect to these contingent liabilities are inadequate, the
Company would be required to incur an expense equal to the amount of the loss incurred in excess of the reserves, which would adversely
affect the Company’s net earnings.

As discussed above under “—Legal Proceedings”, the Company maintains third party insurance policies up to certain limits to cover certain
liability costs in excess of predetermined retained amounts for these liabilities and must establish and maintain reserves with respect to
amounts within the self-insured retention. Please see “—Legal Proceedings” for a discussion of how reserves are established for self-
insurance and litigation liability. The Company believes the liability recorded for such risk insurance reserves as of December 31, 2008 is
adequate, but due to judgments inherent in the reserve process it is possible the ultimate costs will differ from this estimate. If the risk
insurance reserves established are inadequate, the Company would be required to incur an expense equal to the amount of the loss incurred in
excess of the reserves, which would adversely affect the Company’s net earnings.

Revenue Recognition: The Company derives revenues primarily from the sale of professional, industrial, medical and consumer products and
services. For revenue related to a product or service to qualify for recognition, there must be persuasive evidence of a sale, delivery must have
occurred or the services must have been rendered, the price to the customer must be fixed and determinable and collectibility of the balance
must be reasonably assured. The Company’s standard terms of sale are FOB Shipping Point and, as such, the Company principally records
revenue for product sale upon shipment. If any significant obligations to the customer with respect to such sale remain to be fulfilled following
shipment, typically involving obligations relating to installation and acceptance by the buyer, revenue recognition is deferred until such
obligations have been fulfilled. Product returns consist of estimated returns for products sold and are recorded as a reduction in reported
revenues at the time of sale as required by SFAS No. 48, Revenue Recognition When Right of Return Exists. Customer allowances and rebates,
consisting primarily of volume discounts and other short-term incentive programs, are recorded as a reduction in reported revenues at the time
of sale because these allowances reflect a reduction in the purchase price for the products purchased in accordance with EITF 01-9,
Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of a Vendor’s Products). Product returns, customer
allowances and rebates are estimated based on historical experience and known trends. Revenue related to maintenance agreements is
recognized as revenue over the term of the agreement as required by FASB Technical Bulletin 90-1, Accounting for Separately Priced Extended
Warranty and Product Maintenance Contracts.

Revenues for contractual arrangements with multiple elements are allocated pursuant to Emerging Issues Task Force Issue 00-21, Accounting
for Revenue Arrangements with Multiple Deliverables. In the case of arrangements that include more than incidental software, the provisions
of AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions, are applied. Revenues are recognized for the separate elements when the product
or services have value on a stand-alone basis, fair value of the separate elements exist (or in the case of software related products, vendor
specific objective evidence of fair value) and, in arrangements that include a general right of refund relative to the delivered element,
performance of the undelivered element is considered probable and substantially in the Company’s control. While determining fair value and
identifying separate elements require judgment, generally fair value and the separate elements are identifiable as those elements are also sold
unaccompanied by other elements.

Share-Based Compensation: The Company accounts for share-based compensation in accordance with Statement of Financial Accounting
Standards (SFAS) No. 123 (revised 2004), Share-Based Payment, which requires the Company to measure the cost of employee services
received in exchange for all equity awards granted, including stock options,

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RSUs and restricted shares, based on the fair value of the award as of the grant date. Under the fair value recognition provisions of SFAS
No. 123R, the Company recognizes equity-based compensation expense net of an estimated forfeiture rate and recognizes compensation cost
for only those shares expected to vest on a straight-line basis over the requisite service period of the award.

Determining the appropriate fair value model and calculating the fair value of share-based payment awards require the input of subjective
assumptions, including the expected life of the share-based payment awards and stock price volatility. The assumptions used in calculating
the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and
the application of management judgment. As a result, if factors change and we use different assumptions, our equity-based compensation
expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and recognize expense
only for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the equity-based compensation
expense could be significantly different from what we have recorded in the current period.

Pension and Other Postretirement Benefits: Certain of the Company’s employees and retired employees are covered by defined benefit
pension plans (pension plans) and certain eligible retirees are provided health care and life insurance benefits under postretirement benefit
plans (postretirement plans). The Company accounts for its pension and postretirement plans in accordance with SFAS No. 87, Employers’
Accounting for Pensions; SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions; and SFAS No. 158,
Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and
132(R). SFAS No. 87 and SFAS No. 106 require that the amounts the Company records, including the expense or income, associated with the
pension and postretirement plans is computed using actuarial valuations.

Calculations of the amount of pension and other postretirement benefits costs and obligations depend on the assumptions used in the
actuarial valuations. These include assumptions the Company makes relating to financial market and other economic conditions. Changes in
key economic indicators can result in changes in the assumptions used by the Company. The assumptions used in the actuarial valuation
include discount rates, expected return on plan assets, rate of salary increases, health care cost trend rates, mortality rates, and other
factors. While the Company believes that the assumptions used in calculating its pension and other postretirement benefits costs and
obligations are appropriate, differences in actual experience or changes in the assumptions may affect the Company’s financial position or
results of operations. For the United States plan, the Company used a 6.25% discount rate in computing the amount of the minimum pension
liability to be recorded at December 31, 2008, which represents an increase of 25 basis points in the discount rate from December 31, 2007. For
non-U.S. plans, rates appropriate for each plan are determined based on investment grade instruments with maturities approximately equal to
the average expected benefit payout under the plan. A 25 basis point reduction in the discount rate used for the plans would have increased
the U.S. and non-U.S. net obligation by $58 million ($38 million on an after tax basis) from the amount recorded in the financial statements at
December 31, 2008.

For 2008, the expected long-term rate of return assumption applicable to assets held in the United States plan was estimated at 8% which is the
same as the rate used in 2007. This expected rate of return reflects the asset allocation of the plan and the expected long-term returns on equity
and debt investments included in plan assets. The U.S. plan targets to invest between 60% and 70% of its assets in equity portfolios which are
invested in funds that are expected to mirror broad market returns for equity securities or in assets with characteristics similar to equity
investments. The balance of the asset portfolio is generally invested in corporate bonds and bond index funds. Pension benefit for the U.S.
plan for the year ended December 31, 2008 was $5 million (or $3 million on an after-tax basis), compared with pension expense of $13 million (or
$8 million on an after-tax basis) for this plan in 2007. If the expected long-term rate of return on plan assets was reduced by 0.5%, pension
expense for 2008 would have increased $6 million (or $4 million on an after-tax basis). The Company made no contributions to the U.S. plan in
2008. The Company’s non-U.S. plan assets are comprised of various insurance contracts, equity and debt securities as determined by the
administrator of each plan. The estimated long-term rate of return for the non-U.S. plans was determined on a plan by plan basis based on the
nature of the plan assets and ranged from 1.5% to 8.25% for 2008 and ranged from 0.75% to 7.5% for 2007.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an
amendment of FASB Statements No. 87, 88, 106 and 132(R).” This statement requires a

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company to (a) recognize in its statement of financial position an asset for a plan’s over funded status or a liability for a plan’s under funded
status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and
(c) recognize changes in the funded status of a defined postretirement plan in the year in which the changes occur (reported in comprehensive
income). The requirement to recognize the funded status of a benefit plan and the disclosure requirements were effective and adopted by the
Company as of the fiscal year ended December 31, 2006. The adoption of the recognition provisions of the standard reduced the amount of
pension and other post-retirement liabilities as of December 31, 2006 by approximately $23 million and increased stockholders equity by
approximately $15.6 million due to the recognition of previously unrecognized, over-funded positions in certain of the Company’s non-US
pension plans and due to the recognition of actuarially determined prior service credits associated with the Company’s U.S. based retiree
benefit program.

The requirement to measure the plan assets and benefit obligations as of the date of the employer’s fiscal year–end statement of financial
position was effective and adopted by the Company as of the year ended December 31, 2008. Prior to adoption of the measurement date
provisions, the majority of the Company’s pension and postretirement plans used a September 30 measurement date. The adoption of the
measurement date provisions of SFAS No. 158 increased long-term liabilities by approximately $6 million and decreased stockholders’ equity
by approximately $4 million. There was no effect on the Company’s results of operations or cash flows.

The provisions of the U.S. Pension Protection Act of 2006, enacted in August 2006 changed the minimum funding requirements for the
Company’s U.S. pension plan beginning in 2009. During 2009, the Company’s cash contribution requirements for its U.S. pension plan are not
expected to be significant. Funding requirements for the U.S. pension may become more significant commencing in the year ending
December 31, 2010; however, the ultimate amounts to be contributed are dependent upon, among other things, underlying asset returns and
the impact of recent legislative activity associated with pension funding obligations. Cash contributions during 2009 related to the Company’s
non-U.S. pension plans are expected to be approximately $30 million.

NEW ACCOUNTING STANDARDS


In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS No. 141R) and SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”). SFAS 141R establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the
nature and financial effects of the business combination. SFAS No. 160 clarifies the classification of noncontrolling interests in the financial
statements and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests.
SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008 and impacts
the accounting for acquisitions completed after January 1, 2009. The adoption of SFAS No. 141R will likely have an impact on the Company’s
consolidated financial position and results of operations, however, the magnitude of that impact is dependent on the frequency and relative
size of the acquisitions completed by the Company. In general, more frequent acquisition activity and relatively larger acquisitions will have a
more significant impact. The adoption of SFAS No. 160 on the Company’s consolidated financial position and results of operations is not
expected to be significant.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 provides guidance for using
fair value to measure assets and liabilities. It also responds to investors’ requests for expanded information about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on
earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not
expand the use of fair value in any new circumstances. SFAS No. 157 was effective for financial statements issued for fiscal years beginning
after November 15, 2007. The adoption of SFAS No. 157 did not have a material effect on the Company’s consolidated financial position and
results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an
amendment of FASB Statement No. 115” (SFAS No. 159). SFAS No. 159 expands the use of fair value accounting but does not affect existing
standards that require assets or liabilities to be carried at fair

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value. Under SFAS No. 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-
maturity securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible items include firm commitments
for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is
permitted to pay a third party to provide the warranty goods or services. If the use of fair value is elected, any upfront costs and fees related to
the item must be recognized in earnings and cannot be deferred, such as debt issuance costs. The fair value election is irrevocable and
generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair
value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative
adjustment to beginning retained earnings. Subsequent to the adoption of SFAS No. 159, changes in fair value are recognized in earnings.
SFAS No. 159 was effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159
did not have a material effect on the Company’s consolidated financial position and results of operations.

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48) “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109”, to clarify certain aspects of accounting for uncertain tax positions, including issues related to the recognition and
measurement of those tax positions. The Company adopted FIN 48 as of January 1, 2007, as required. As a result of the implementation, the
Company recognized a decrease of $63 million in the liability for unrecognized tax benefits, which was accounted for as an increase to the
January 1, 2007 balance of retained earnings.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The information required by this item is included under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Management on Danaher Corporation’s Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In
making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in “Internal Control-Integrated Framework”. Based on this assessment, management concluded that, as of
December 31, 2008, the Company’s internal control over financial reporting is effective.

The Company’s independent auditors have issued an audit report on the effectiveness of the Company’s internal control over financial
reporting. This report dated February 23, 2009 appears on page 63 of this Form 10-K.

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Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

The Board of Directors and Stockholders of Danaher Corporation:


We have audited Danaher Corporation’s internal control over financial reporting as of December 31, 2008, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Danaher Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Danaher
Corporation’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over
financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Danaher Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31,
2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of Danaher Corporation as of December 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders’
equity and cash flows for each of the three years in the period ended December 31, 2008 and our report dated February 23, 2009 expressed an
unqualified opinion thereon.

/s/ Ernst & Young LLP

McLean, Virginia
February 23, 2009

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Danaher Corporation:


We have audited the accompanying consolidated balance sheets of Danaher Corporation and subsidiaries as of December 31, 2008 and 2007,
and the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Danaher
Corporation and subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 2008 the Company adopted the measurement date provisions of Statement
of Financial Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.”
As discussed in Note 13, in 2007 the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes-an interpretation of FASB No. 109.” Also as discussed in Note 1, in 2006 the Company adopted the
recognition provisions of SFAS No. 158.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Danaher
Corporation’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2009
expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

McLean, Virginia
February 23, 2009

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DANAHER CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF EARNINGS

Year Ended December 31 ($ in thousands, except per share data)

2008 2007 2006


Sales $12,697,456 $11,025,917 $9,466,056
Operating costs and expenses:
Cost of sales 6,757,262 5,985,022 5,268,996
Selling, general and administrative expenses 3,345,274 2,713,097 2,273,227
Research and development expenses 725,443 601,424 440,002
Other (income) expense — (14,335) (16,379)
Total operating expenses 10,827,979 9,285,208 7,965,846
Operating profit 1,869,477 1,740,709 1,500,210
Interest expense (130,174) (109,702) (79,375)
Interest income 10,004 6,092 8,008

Earnings from continuing operations before income taxes 1,749,307 1,637,099 1,428,843
Income taxes (431,676) (423,101) (319,637)

Earnings from continuing operations 1,317,631 1,213,998 1,109,206


Earnings from discontinued operations, net of income taxes — 155,906 12,823

Net earnings $ 1,317,631 $ 1,369,904 $1,122,029

Earnings per share from continuing operations:


Basic $ 4.13 $ 3.90 $ 3.60
Diluted $ 3.95 $ 3.72 $ 3.44

Earnings per share from discontinued operations:


Basic — $ 0.50 $ 0.04
Diluted — $ 0.47 $ 0.04

Net earnings per share:


Basic $ 4.13 $ 4.40 $ 3.64
Diluted $ 3.95 $ 4.19 $ 3.48

Average common stock and common equivalent shares outstanding (in thousands):
Basic 319,361 311,225 307,984
Diluted 335,863 329,459 325,251

See the accompanying Notes to the Consolidated Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS

As of December 31 ($ and shares in thousands)

2008 2007
ASSETS
Current Assets:
Cash and equivalents $ 392,854 $ 239,108
Trade accounts receivable, less allowance for doubtful accounts of $120,730 and $108,781, respectively 1,894,585 1,984,384
Inventories 1,142,309 1,193,615
Prepaid expenses and other current assets 757,371 632,660
Total current assets 4,187,119 4,049,767
Property, plant and equipment, net 1,108,653 1,108,634
Other assets 464,353 507,550
Goodwill 9,210,581 9,241,011
Other intangible assets, net 2,519,422 2,564,973

Total assets $17,490,128 $17,471,935

LIABILITIES AND STOCKHOLDERS’ EQUITY


Current Liabilities:
Notes payable and current portion of long-term debt $ 66,159 $ 330,480
Trade accounts payable 1,108,961 1,125,600
Accrued expenses and other liabilities 1,569,977 1,443,773
Total current liabilities 2,745,097 2,899,853
Other long-term liabilities 2,383,299 2,090,630
Long-term debt 2,553,170 3,395,764
Stockholders’ equity:
Common stock - $0.01 par value, 1 billion shares authorized; 354,487 and 352,608 issued; 318,380 and
317,984 outstanding, respectively 3,544 3,526
Additional paid-in capital 1,812,963 1,718,716
Retained earnings 8,095,155 6,820,756
Accumulated other comprehensive income (loss) (103,100) 542,690
Total stockholders’ equity 9,808,562 9,085,688

Total liabilities and stockholders’ equity $17,490,128 $17,471,935

See the accompanying Notes to the Consolidated Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31 ($ in thousands)

2008 2007 2006


Cash flows from operating activities:
Net earnings $ 1,317,631 $ 1,369,904 $ 1,122,029
Less: earnings from discontinued operations, net of tax — 155,906 12,823
Net earnings from continuing operations 1,317,631 1,213,998 1,109,206
Non-cash items, net of the effect of discontinued operations:
Depreciation 193,997 173,942 151,524
Amortization 145,290 94,550 64,173
Stock compensation expense 86,000 73,347 67,191
Change in deferred income taxes 27,691 29,870 24,154
Change in trade accounts receivable, net 71,403 (72,555) (48,255)
Change in inventories 33,119 38,094 3,683
Change in accounts payable 3,713 103,800 75,927
Change in prepaid expenses and other assets (4,773) 38,601 (14,962)
Change in accrued expenses and other liabilities (15,042) 5,661 98,088
Total operating cash flows from continuing operations 1,859,029 1,699,308 1,530,729
Total operating cash flows from discontinued operations — (53,533) 16,522
Net cash flows from operating activities 1,859,029 1,645,775 1,547,251

Cash flows from investing activities:


Payments for additions to property, plant and equipment (193,783) (162,071) (136,411)
Proceeds from disposals of property, plant and equipment 1,088 15,537 9,988
Cash paid for acquisitions (423,208) (3,576,562) (2,656,035)
Cash paid for investment in acquisition target and other marketable securities — (23,219) (84,102)
Proceeds from sale of investment and divestitures — 301,278 98,485
Proceeds from refundable escrowed purchase price 48,504 — —
Total investing cash flows from continuing operations (567,399) (3,445,037) (2,768,075)
Total investing cash flows from discontinued operations — (722) (1,295)
Net cash used in investing activities (567,399) (3,445,759) (2,769,370)

Cash flows from financing activities:


Proceeds from issuance of common stock 82,430 733,028 98,415
Payment of dividends (38,259) (34,275) (24,589)
Purchase of treasury stock (74,165) (117,486) —
Net (repayments) proceeds of borrowings (maturities of 90 days or less) (905,567) 647,761 846,897
Proceeds of borrowings (maturities longer than 90 days) 72,652 493,705 757,490
Repayments of borrowings (maturities longer than 90 days) (259,344) (10,563) (459,372)
Net cash (used in) generated by financing activities (1,122,253) 1,712,170 1,218,841

Effect of exchange rate changes on cash and equivalents (15,631) 9,112 5,537
Net change in cash and equivalents 153,746 (78,702) 2,259
Beginning balance of cash and equivalents 239,108 317,810 315,551
Ending balance of cash and equivalents $ 392,854 $ 239,108 $ 317,810

See the accompanying Notes to the Consolidated Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ and shares in thousands)

Accum u late d
O the r
C om m on S tock Addition al Paid- Re tain e d C om pre h e n sive C om pre h e n sive
S h are s Am ou n t in C apital Earn ings Incom e (Loss) Incom e
Balance, January 1, 2006 338,547 $ 3,385 $ 861,875 $4,324,369 $ (109,279)
Net earnings for the year — — — 1,122,029 — $ 1,122,029
Dividends declared — — — (24,589) — —
Common stock based award activity 2,676 27 165,579 — — —
Increase from translation of foreign financial
statements — — — — 284,413 284,413
Adjustment for adoption of SFAS No. 158 (net
of tax expense of $7,414 ) — — — — 15,629 —
Minimum pension liability (net of tax expense
of $1,289) — — — — 1,222 1,222
Balance, December 31, 2006 341,223 $ 3,412 $ 1,027,454 $5,421,809 $ 191,985 $ 1,407,664

Cumulative impact of change in accounting for


uncertainties in income taxes (FIN 48 – see
Note 13) — — — 63,318 —
Net earnings for the year — — — 1,369,904 — $ 1,369,904
Dividends declared — — — (34,275) — —
Common stock issuance 6,900 69 550,433 — — —
Common stock issued in connection with
LYONs’ conversion 49 1 2,487 — — —
Common stock based award activity
(including 310 thousand restricted shares
issued in connection with Tektronix
acquisition) 4,436 44 255,828 — — —
Treasury stock purchase (1.64 million shares) — — (117,486) — — —
Increase from translation of foreign financial
statements — — — — 305,758 305,758
Unrecognized pension and postretirement
plan costs (net of tax expense of $22 million) — — — — 44,947 44,947
Balance, December 31, 2007 352,608 $ 3,526 $ 1,718,716 $6,820,756 $ 542,690 $ 1,720,609

Cumulative impact of change in measurement


date for post - employment benefit
obligations, net of taxes (SFAS No. 158 –
see Note 9) — — — (4,973) 978 $ 978
Net earnings for the year — — — 1,317,631 — 1,317,631
Dividends declared — — — (38,259) — —
Common stock based award activity 1,861 18 167,427 — — —
Common stock issued in connection with
LYON’s conversion 18 — 985 — — —
Treasury stock purchase (1.38 million shares) — — (74,165) — — —
Unrecognized pension and postretirement
plan costs (net of tax benefit of $155 million) — — — — (287,248) (287,248)
Decrease from translation of foreign financial
statements — — — — (359,520) (359,520)
Balance, December 31, 2008 354,487 $ 3,544 $ 1,812,963 $8,095,155 $ (103,100) $ 671,841

See the accompanying Notes to the Consolidated Financial Statements.

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(1) BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


Business—Danaher Corporation designs, manufactures and markets professional, medical, industrial, commercial and consumer products and
services which are typically characterized by strong brand names, proprietary technology and major market positions in four business
segments: Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools & Components. Businesses in the
Professional Instrumentation segment offer professional and technical customers various products and services that are used to enable or
enhance the performance of their work. The Professional Instrumentation segment encompasses two strategic lines of
business—environmental and test and measurement. These businesses produce and sell bench top and compact, professional electronic test
tools and calibration equipment, a variety of video test and monitoring products, network management solutions, network diagnostic
equipment and related services; water quality instrumentation and consumables and ultraviolet disinfection systems; and retail/commercial
petroleum products and services, including underground storage tank leak detection and vapor recovery systems. The Medical Technologies
segment consists of businesses that offer research and clinical medical professionals various products and services that are used in
connection with the performance of their work. Businesses in the Industrial Technologies segment manufacture products and sub-systems
that are typically incorporated by customers and systems integrators into production and packaging lines as well as incorporated by original
equipment manufacturers (OEMs) into various end-products. Many of the businesses also provide services to support their products,
including helping customers integrate and install the products and helping ensure product uptime. The Industrial Technologies segment
encompasses two strategic lines of business—product identification and motion, and two focused niche businesses, aerospace and defense
and sensors & controls. These businesses produce and sell product identification equipment and consumables; motion, position, speed,
temperature, and level instruments and sensing devices; liquid flow and quality measuring devices; aerospace safety devices and defense
articles; and electronic and mechanical counting and controlling devices. The Tools & Components segment is one of the largest producers
and distributors of general purpose and specialty mechanics’ hand tools. Other products manufactured by the businesses in this segment
include toolboxes and storage devices; diesel engine retarders; wheel service equipment; drill chucks and custom-designed fasteners and
components.

Accounting Principles—The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany
balances and transactions have been eliminated upon consolidation.

Use of Estimates—The preparation of these financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. The Company bases these estimates on historical experience, current economic
environment and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated
with the continuing economic downturn and disruption in financial markets increases the possibility that actual results may differ from these
estimates. For example, if one or more of our significant customers, or a group of less significant customers, becomes insolvent, the Company
may be faced with uncollectible accounts receivable in excess of established reserves, preference actions that could require us to repay to the
bankruptcy estate payments recently received from such customers, increased obsolete inventory and/or impairment of long-lived assets due
to underutilized manufacturing capacity.

Cash and Equivalents—The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to
be cash equivalents.

Inventory Valuation—Inventories include the costs of material, labor and overhead. Depending on the business, domestic inventories are
stated at either the lower of cost or market using the last-in, first-out method (LIFO) or the lower of cost or market using the first-in, first-out
(FIFO) method. Inventories held outside the United States are primarily stated at the lower of cost or market using the FIFO method.

Property, Plant and Equipment—Property, plant and equipment are carried at cost. The provision for depreciation has been computed
principally by the straight-line method based on the estimated useful lives (3 to 35 years) of the depreciable assets.

Other Assets—Other assets include principally noncurrent trade receivables, other investments, and capitalized costs associated with
obtaining financings which are amortized over the term of the related debt.

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Fair Value of Financial Instruments—For cash and equivalents, the carrying amount is a reasonable estimate of fair value. For long-term debt,
where quoted market prices are not available, rates available for debt with similar terms and remaining maturities are used to estimate the fair
value of existing debt.

Goodwill and Other Intangible Assets—Goodwill and other intangible assets result from the Company’s acquisition of existing businesses. In
accordance with Statement of Financial Accounting Standard (SFAS) No. 142, amortization of recorded goodwill balances ceased effective
January 1, 2002. However, amortization of certain identifiable intangible assets continues over the estimated useful lives of the identified asset.
Refer to Notes 2 and 6 for additional information.

Revenue Recognition—As described above, the Company derives revenues primarily from the sale of professional, medical, industrial,
commercial and consumer products and services. For revenue related to a product or service to qualify for recognition, there must be
persuasive evidence of a sale, delivery must have occurred or the services must have been rendered, the price to the customer must be fixed
and determinable and collectibility of the balance must be reasonably assured. The Company’s standard terms of sale are FOB Shipping Point
and, as such, the Company principally records revenue for product sales upon shipment. If any significant obligations to the customer with
respect to such sale remain to be fulfilled following shipment, typically involving obligations relating to installation and acceptance by the
buyer, revenue recognition is deferred until such obligations have been fulfilled. Product returns consist of estimated returns for products sold
and are recorded as a reduction in reported revenues at the time of sale as required by SFAS No. 48, Revenue Recognition When Right of
Return Exists. Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are
recorded as a reduction in reported revenues at the time of sale because these allowances reflect a reduction in the purchase price for the
products purchased in accordance with EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (including a Reseller of a
Vendor’s Products). Product returns, customer allowances and rebates are estimated based on historical experience and known trends.
Revenue related to maintenance agreements is recognized as revenue over the term of the agreement as required by FASB Technical Bulletin
90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts.

Revenues for contractual arrangements with multiple elements are allocated pursuant to Emerging Issues Task Force Issue 00-21, Accounting
for Revenue Arrangements with Multiple Deliverables. In the case of arrangements that include more than incidental software, the provisions
of AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions, are applied. Revenues are recognized for the separate elements when the product
or services have value on a stand-alone basis, fair value of the separate elements exists (or in the case of software related products, vendor
specific objective evidence of fair value) and, in arrangements that include a general right of refund relative to the delivered element,
performance of the undelivered element is considered probable and substantially in the Company’s control. While determining fair value and
identifying separate elements require judgment, generally fair value and the separate elements are identifiable as those elements are also sold
unaccompanied by other elements.

Shipping and Handling—Shipping and handling costs are included as a component of cost of sales. Shipping and handling costs billed to
customers are included in sales.

Research and Development—The Company conducts research and development activities for the purpose of developing new products,
enhancing the functionality, effectiveness, ease of use and reliability of the Company’s existing products and expanding the applications for
which uses of the Company’s products are appropriate. Research and development costs are expensed as incurred.

Income Taxes—The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Refer to Note 13 for
additional information.

Restructuring— the Company periodically initiates restructuring activities to appropriately position the Company’s cost base for prevailing
economic conditions and associated customer demand. The Company accounts for these restructuring activities in accordance with the
requirements of SFAS No. 146, “Accounting for the Costs Associated with Exit or Disposal Activities.” Refer to Note 16 for additional
information.

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Foreign Currency Translation—Exchange rate adjustments resulting from foreign currency transactions are recognized in net earnings,
whereas adjustments resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive
income within stockholders’ equity. Net foreign currency transaction gains or losses were not material in any of the years presented.

Accumulated Other Comprehensive Income (Loss)—The components of accumulated other comprehensive income (loss) are summarized
below. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-US
subsidiaries ($ in millions).

Un re cogn iz e d
Fore ign C u rre n cy Min im u m Pe n sion an d Post- Total Accu m u late d
Tran slation Pe n sion Liability Re tire m e n t C osts, C om pre h e n sive
Adjustm e n t Adjustm e n t Ne t of In com e Tax Incom e (Loss)
Balance, January 1, 2006 $ 6.7 $ (116.0) $ — $ (109.3)
Current-period change 284.5 1.2 — 285.7
Adoption of SFAS No. 158 — 114.8 (99.2) 15.6
Balance, December 31, 2006 291.2 — (99.2) 192.0
Current-period change 305.8 — 44.9 350.7
Balance, December 31, 2007 $ 597.0 $ — $ (54.3) $ 542.7
Current-period change (359.5) — (287.2) (646.7)
Adoption of SFAS No. 158 — — 0.9 0.9
Balance, December 31, 2008 $ 237.5 $ — $ (340.6) $ (103.1)

See Notes 9 and 10 for additional information related to the minimum pension liability and unrecognized pension and post-retirement cost
components of accumulated other comprehensive income (loss).

Accounting for Stock Options— The Company accounts for share-based compensation in accordance with SFAS No. 123 (revised 2004),
Share-Based Payment (SFAS No. 123R), which requires the Company to measure the cost of employee services received in exchange for all
equity awards granted, including stock options, RSUs and restricted shares, based on the fair market value of the award as of the grant date.
Under the fair value recognition provisions of SFAS No. 123R, the Company recognizes equity-based compensation expense net of an
estimated forfeiture rate and recognizes compensation cost for only those shares expected to vest on a straight-line basis over the requisite
service period of the award.

Pension & Post Retirement Benefit Plans—In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R).” This statement requires a company
to (a) recognize in its statement of financial position an asset for a plan’s over funded status or a liability for a plan’s under funded status;
(b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and (c) recognize
changes in the funded status of a defined postretirement plan in the year in which the changes occur (reported in comprehensive income). The
requirement to recognize the funded status of a benefit plan and the disclosure requirements were effective and adopted by the Company as of
the fiscal year ended December 31, 2006. The adoption of the recognition provisions of the standard reduced the amount of pension and other
post-retirement liabilities as of December 31, 2006 by approximately $23 million and increased stockholders equity by approximately $15.6
million due to the recognition of previously unrecognized, over-funded positions in certain of the Company’s non-US pension plans and due
to the recognition of actuarially determined prior service credits associated with the Company’s U.S. based retiree benefit program.

The requirement to measure the plan assets and benefit obligations as of the date of the employer’s fiscal year–end statement of financial
position was effective and adopted by the Company as of the year ended December 31, 2008. Prior to adoption of the measurement date
provisions, the majority of the Company’s pension and postretirement plans used a September 30 measurement date. The adoption of the
measurement date provisions of SFAS No. 158 increased long-term liabilities by approximately $6 million and decreased stockholders’ equity
by approximately $4 million. There was no effect on the Company’s results of operations or cash flows.

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New Accounting Pronouncements—See Note 19.

(2) ACQUISITIONS:
The Company has completed a number of acquisitions during the years ended December 31, 2008, 2007 and 2006 that either strategically fit
within the Company’s existing business portfolio or expand the Company’s portfolio into a new and attractive business area. All of these
acquisitions have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements.
This goodwill arises because the purchase prices for these businesses reflect a number of factors including the future earnings and cash flow
potential of these businesses; the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other
acquirers; the competitive nature of the process by which the Company acquired the business; and the complementary strategic fit and
resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair market value
of the acquired assets and liabilities. The Company obtains this information during due diligence and through other sources. In the months
after closing, as the Company obtains additional information about these assets and liabilities and learns more about the newly acquired
business, it is able to refine the estimates of fair market value and more accurately allocate the purchase price. Examples of factors and
information that the Company uses to refine the allocations include: tangible and intangible asset appraisals; cost data related to redundant
facilities; employee/personnel data related to redundant functions; product line integration and rationalization information; management
capabilities; and information systems compatibilities. The only items considered for subsequent adjustment are items identified as of the
acquisition date. The Company has reflected the impact of any significant pre-acquisition contingencies (as contemplated by SFAS No. 38,
Accounting for Preacquisition Contingencies of Purchased Enterprises) related to its 2007 acquisitions in the final purchase price allocation for
these acquisitions. The Company is continuing to evaluate certain pre-acquisition contingencies associated with certain of its 2008
acquisitions and will make appropriate adjustments to the purchase price allocation prior to the one-year anniversary of the acquisition, as
required.

The following briefly describes the Company’s acquisition and divestiture activity for the three years ended December 31, 2008.

The Company acquired seventeen companies or product lines during 2008 for consideration of approximately $423 million in cash, including
transaction costs and net of cash acquired and $8 million of debt assumed. Each company acquired manufactures instrumentation and/or
supply products in the life sciences, dental, product identification, environmental or test and measurement markets. These companies were
acquired to complement existing units of the Medical Technologies, Industrial Technologies or Professional Instrumentation segments. The
aggregate annual sales of these seventeen acquired businesses at the time of their respective acquisitions, in each case based on the
company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $325 million. The Company has recorded a
preliminary estimate of goodwill related to these acquisitions of $265 million reflecting the strategic fit and revenue and earnings growth
potential of these businesses. The Company will make appropriate adjustments to the purchase price allocation prior to the one-year
anniversary of the acquisition, as required.

In November 2007, the Company acquired all of the outstanding shares of Tektronix, Inc. (Tektronix) for total cash consideration of
approximately $2.8 billion including transaction costs and net of cash and debt acquired. The Company initially financed the acquisition of
Tektronix through the issuance of commercial paper and available cash (including proceeds from the underwritten public offering of 6.9 million
shares of Danaher common stock completed on November 2, 2007 – refer to Note 15). Subsequent to the acquisition, the Company issued $500
million of 5.625% senior notes due 2018 in an underwritten public offering (refer to Note 8) and used the net proceeds from this offering to
repay a portion of the commercial paper issued to finance the Tektronix acquisition. Tektronix is a leading supplier of test, measurement, and
monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries – as well as
military/aerospace, semiconductor, and a broad range of other industries worldwide and had revenues of $1.1 billion in its most recent
completed fiscal year prior to the acquisition. Tektronix is part of the Company’s test and measurement business and its results are reported
within the Professional Instrumentation segment. The $1.9 billion of goodwill recorded related to the acquisition of

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Tektronix arose primarily due to the strategic fit of Tektronix with existing operations, the worldwide leadership position of Tektronix in its
served markets and the revenue and earnings growth potential of this business. In addition, the Company allocated $60.4 million of the
purchase price to in-process research and development reflecting the estimated fair value of this acquired intangible asset. This amount was
immediately expensed in 2007.

In July 2007, the Company acquired all of the outstanding shares of ChemTreat, Inc. (ChemTreat) for a cash purchase price of $425 million
including transaction costs. No cash was acquired in the transaction. The Company financed the acquisition primarily with proceeds from the
issuance of commercial paper and to a lesser extent from available cash. ChemTreat is a leading provider of industrial water treatment products
and services, and had annual revenues of $200 million in its most recent completed fiscal year prior to the acquisition. ChemTreat is part of the
Company’s environmental business and its results are reported within the Professional Instrumentation segment. The Company recorded $331
million of goodwill related to the acquisition of ChemTreat which arose primarily due to the expected revenue and earnings growth of this
business.

In addition to completing the acquisitions of Tektronix and ChemTreat, the Company acquired ten other companies or product lines during
2007. Total consideration for these ten acquisitions was approximately $273 million in cash, including transaction costs and net of cash
acquired, and $4 million of debt assumed. Each company acquired manufactures instrumentation and/or supply products in the test and
measurement, dental technologies, product identification, sensors and controls or environmental instruments markets. These companies were
all acquired to complement existing units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments. The
Company recorded an aggregate of $250 million of goodwill related to these acquired businesses reflecting the strategic fit and revenue and
earnings growth potential of these businesses. The aggregate annual sales of these ten acquired businesses at the time of their respective
acquisitions, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were $123 million.

In the first quarter of 2007 and the last quarter of 2006, the Company acquired all of the outstanding shares of Vision Systems Limited (Vision)
for an aggregate cash purchase price of approximately $525 million, including transaction costs and net of $113 million of cash acquired, and
assumed debt of $1.5 million. Of this purchase price, $96 million was paid during 2007 to acquire the remaining shares of Vision that the
Company did not own as of December 31, 2006 and for transaction costs. The Company financed the transaction through a combination of
available cash and the issuance of commercial paper. Vision, based in Australia, manufactures and markets automated instruments, antibodies
and biochemical reagents used for biopsy-based detection of cancer and infectious diseases, and had revenues of $86 million in its most
recent completed fiscal year prior to the acquisition. The Vision acquisition resulted in the recognition of goodwill of $432 million, of which $76
million was recorded in 2007. Goodwill associated with this acquisition primarily relates to Vision’s future revenue growth and earnings
potential.

In May 2006, the Company acquired all of the outstanding shares of Sybron Dental Specialties, Inc. (Sybron Dental) for total consideration of
approximately $2 billion, including transaction costs and net of approximately $94 million of cash acquired, and assumed approximately $182
million of debt. Substantially all of the assumed debt was subsequently repaid or refinanced prior to December 31, 2006. Danaher financed the
acquisition of shares and the refinancing of the assumed debt primarily with proceeds from the issuance of commercial paper and to a lesser
extent from available cash. The Sybron acquisition resulted in the recognition of goodwill of $1.5 billion primarily related to Sybron’s future
earnings and cash flow potential and the world-wide leadership position of Sybron in many of its served markets.

In addition to Sybron Dental and Vision, the Company acquired nine other companies and product lines in 2006 for total consideration of
approximately $213 million in cash, including transaction costs and net of cash acquired. In general, each company manufactures
instrumentation and/or supply products in the test and measurement, acute care diagnostics, water quality, product identification, or sensors
and controls markets. These companies were all acquired to complement existing units of the Professional Instrumentation, Medical
Technologies or Industrial Technologies segments. The Company recorded an aggregate of $130 million of goodwill related to these acquired
businesses reflecting the strategic fit and revenue and earnings growth potential of these businesses. The aggregated annual sales of these
nine acquired businesses at the dates of their respective acquisitions, in each case based on the acquired company’s revenues for its last
completed fiscal year prior to the acquisition, were approximately $140 million.

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In January 2006, the Company commenced an all cash tender offer for all of the outstanding ordinary shares of First Technology plc, a U.K. -
based public company. In connection with the offer, the Company acquired an aggregate of 19.5% of First Technology’s issued share capital
for $84 million. A competing bidder subsequently made an offer that surpassed the Company’s bid, and as a result the Company allowed its
offer for First Technology to lapse. The Company tendered its shares into the other bidder’s offer and on April 7, 2006 received proceeds of
$98 million from the sale of these shares, in addition to a $3 million break-up fee paid by First Technology to the Company. The Company
recorded a pre-tax gain of approximately $14 million ($8.9 million after-tax, or $0.03 per diluted share) upon the sale of these securities including
the related break-up fee, net of related transaction costs during the year ended December 31, 2006, which is included in “other (income)
expense, net” in the accompanying Statement of Earnings.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all
acquisitions consummated during 2008, 2007, and 2006 and the individually significant acquisitions in 2007 and 2006 discussed above ($ in
thousands):

O ve rall 2008 2007 2006


Accounts receivable $ 43,788 $ 200,199 $ 143,441
Inventory 56,370 207,336 136,855
Property, plant and equipment 30,139 202,203 116,388
Goodwill 264,557 2,455,473 2,009,826
Other intangible assets, primarily customer relationships, trade names and patents 88,668 884,263 865,449
In-process research and development — 60,400 6,500
Refundable escrowed purchase price — 48,504 —
Accounts payable (16,112) (57,617) (50,057)
Other assets and liabilities, net (35,921) (420,418) (389,200)
Assumed debt (8,281) (3,781) (183,167)
Net cash consideration $423,208 $3,576,562 $2,656,035

S ignificant 2007
Acqu isition s Te k tronix C h e m Tre at All O the rs Total
Accounts receivable $ 149,315 $ 33,982 $ 16,902 $ 200,199
Inventory 181,753 6,541 19,042 207,336
Property, plant and equipment 185,567 10,655 5,981 202,203
Goodwill 1,874,578 330,847 250,048 2,455,473
Other intangible assets, primarily customer relationships, trade names and patents 720,000 72,000 92,263 884,263
In-process research and development 60,400 — — 60,400
Refundable escrowed purchase price 48,504 — — 48,504
Accounts payable (35,919) (11,468) (10,230) (57,617)
Other assets and liabilities, net (401,308) (17,891) (1,219) (420,418)
Assumed debt — — (3,781) (3,781)
Net cash consideration $2,782,890 $ 424,666 $ 369,006 $3,576,562

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S ignificant 2006 All


Acqu isition s S ybron De n tal Vision O the rs Total
Accounts receivable $ 103,335 $ 24,165 $ 15,941 $ 143,441
Inventory 108,777 24,709 3,369 136,855
Property, plant and equipment 91,769 20,703 3,916 116,388
Goodwill 1,523,348 356,967 129,511 2,009,826
Other intangible assets, primarily customer relationships, trade names and patents 686,900 102,003 76,546 865,449
In-process research and development — 6,500 — 6,500
Accounts payable (31,744) (8,816) (9,497) (50,057)
Other assets and liabilities, net (286,090) (96,189) (6,921) (389,200)
Assumed debt (181,671) (1,496) — (183,167)
Net cash consideration $ 2,014,624 $428,546 $212,865 $2,656,035

The unaudited pro forma information for the periods set forth below gives effect to the above noted acquisitions as if they had occurred at the
beginning of the period. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results
of operations that actually would have been achieved had the acquisitions been consummated as of that time (unaudited, $ in thousands
except per share amounts):

2008 2007
Net sales $12,909,456 $12,482,042
Net earnings from continuing operations $ 1,323,749 $ 1,219,658
Diluted earnings per share from continuing operations $ 3.97 $ 3.66

In connection with its acquisitions, the Company assesses and formulates a plan related to the future integration of the acquired entity. This
process begins during the due diligence process and is concluded within 12 months of the acquisition. The Company accrues estimates for
certain costs, related primarily to personnel reductions and facility closures or restructurings, anticipated at the date of acquisition, in
accordance with Emerging Issues Task Force (EITF) Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business
Combination.” Adjustments to these estimates are made up to 12 months from the acquisition date as plans are finalized. To the extent these
accruals are not utilized for the intended purpose, the excess is recorded as a reduction of the purchase price, reducing recorded goodwill
balances. Costs incurred in excess of the recorded accruals are expensed as incurred. The Company is still finalizing its restructuring plans
with respect to certain of its 2008 acquisitions and will adjust current accrual levels to reflect such restructuring plans as such plans are
finalized. As referenced in Note 19, under SFAS No. 141R, all restructuring costs associated with transactions that close in 2009 will be
expensed as incurred rather than included as a component of the purchase price of the business.

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Accrued liabilities associated with these exit activities include the following ($ in thousands):

Te k tronix All O the rs Total


Planned Headcount Reduction:
Balance, January 1, 2006 — 696 696
Headcount related to 2006 acquisitions — 201 201
Adjustments to previously provided headcount estimates — (150) (150)
Headcount reductions in 2006 — (282) (282)
Balance, December 31, 2006 — 465 465
Headcount related to 2007 acquisitions — 61 61
Adjustments to previously provided headcount estimates — (133) (133)
Headcount reductions in 2007 — (64) (64)
Balance, December 31, 2007 — 329 329
Headcount related to 2008 acquisitions — 81 81
Adjustments to previously provided headcount estimates 878 (231) 647
Headcount reductions in 2008 (513) (94) (607)
Balance, December 31, 2008 365 85 450

Employee Termination Benefits:


Balance, January 1, 2006 $ — $ 27,888 $ 27,888
Accrual related to 2006 acquisitions — 14,824 14,824
Adjustments to previously provided reserves — (1,069) (1,069)
Costs incurred in 2008 — (17,228) (17,228)
Balance, December 31, 2006 — 24,415 24,415
Accrual related to 2007 acquisitions — 1,181 1,181
Adjustments to previously provided reserves — (2,224) (2,224)
Costs incurred in 2007 — (14,068) (14,068)
Balance, December 31, 2007 — 9,304 9,304
Accrual related to 2008 acquisitions — 3,812 3,812
Adjustments to previously provided reserves 71,345 (6,193) 65,152
Costs incurred in 2008 (48,338) (2,518) (50,856)
Balance, December 31, 2008 $ 23,007 $ 4,405 $ 27,412

Facility Closure and Restructuring Costs:


Balance, January 1, 2006 $ — $ 22,578 $ 22,578
Accrual related to 2006 acquisitions — 6,820 6,820
Adjustments to previously provided reserves — 858 858
Costs incurred in 2006 — (8,308) (8,308)
Balance, December 31, 2006 — 21,948 21,948
Accrual related to 2007 acquisitions — 521 521
Adjustments to previously provided reserves — 288 288
Costs incurred in 2007 — (9,462) (9,462)
Balance, December 31, 2007 — 13,295 13,295
Accrual related to 2008 acquisitions — 1,282 1,282
Adjustments to previously provided reserves 2,713 (4,053) (1,340)
Costs incurred in 2008 (286) (4,270) (4,556)
Balance, December 31, 2008 $ 2,427 $ 6,254 $ 8,681

The adjustments to previously provided reserves reflect finalization of the restructuring plans. All adjustments to the previously provided
reserves resulted in adjustments to goodwill in accordance with EITF 95-3. Involuntary employee termination benefits are presented as a
component of the Company’s compensation and benefits accrual included in accrued expenses in the accompanying balance sheet. Facility
closure and restructuring costs are reflected in other accrued expenses. Refer to Note 7.

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(3) DISCONTINUED OPERATIONS

In July 2007, the Company completed the sale of its power quality business for a sale price of $275 million in cash, net of transaction costs, and
recorded an after-tax gain of $150 million ($0.45 per diluted share). The power quality business designs, makes and sells power quality and
reliability products and services, and prior to the sale was part of the Company’s Industrial Technologies segment. The Company has reported
the power quality business as a discontinued operation in this Form 10-K in accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. Accordingly, the results of operations for all periods presented have been reclassified to reflect the power
quality business as a discontinued operation. The Company allocated a portion of the consolidated interest expense to discontinued
operations in accordance with EITF 87-24, Allocation of Interest to Discontinued Operations.

The key components of income from discontinued operations related to the power quality business for the years ended December 31 were as
follows ($ in thousands):

2007 2006
Net sales $ 81,141 $130,348
Operating expense 72,239 112,565
Allocated interest expense 351 454
Earnings before taxes 8,551 17,329
Income taxes (2,279) (4,506)
Earnings from discontinued operations 6,272 12,823
Gain on sale, net of $61,369 of related income taxes 149,634 —
Earnings from discontinued operations, net of income taxes $155,906 $ 12,823

(4) INVENTORY:
The classes of inventory as of December 31 are summarized as follows ($ in thousands):

2008 2007
Finished goods $ 543,996 $ 547,742
Work in process 211,353 195,332
Raw material 386,960 450,541
$1,142,309 $1,193,615

If the first-in, first-out (FIFO) method had been used for inventories valued at LIFO cost, such inventories would have been $24 million and $18
million higher at December 31, 2008 and 2007, respectively.

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(5) PROPERTY, PLANT AND EQUIPMENT:


The classes of property, plant and equipment as of December 31 are summarized as follows ($ in thousands):

2008 2007
Land and improvements $ 106,472 $ 105,096
Buildings 691,766 679,575
Machinery and equipment 1,793,617 1,726,426
2,591,855 2,511,097
Less accumulated depreciation (1,483,202) (1,402,463)
$ 1,108,653 $ 1,108,634

(6) GOODWILL & OTHER INTANGIBLE ASSETS:


As discussed in Note 2, goodwill arises from the excess of the purchase price for acquired businesses exceeding the fair value of tangible and
intangible assets acquired. Management assesses goodwill for impairment for each of its reporting units at least annually at the beginning of
the fourth quarter or as “triggering” events occur. In making its assessment of goodwill impairment, management relies on a number of factors
including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data. The
Company’s annual impairment test was performed in the fourth quarters of 2008, 2007 and 2006 and no impairment was identified. The factors
used by management in its impairment analysis are inherently subject to uncertainty, particularly in light of the recent deterioration in overall
global economic conditions and worldwide credit markets, and may affect the carrying value of goodwill.

The following table shows the rollforward of goodwill reflected in the financial statements resulting from the Company’s acquisition activities
for 2006, 2007, and 2008 ($ in millions).

Balance January 1, 2006 $4,439


Attributable to 2006 acquisitions 2,010
Adjustments due to finalization of purchase price allocations (38)
Effect of foreign currency translation 149
Balance December 31, 2006 $6,560
Attributable to 2007 acquisitions 2,455
Adjustments due to finalization of purchase price allocations (12)
Effect of foreign currency translation 238
Balance December 31, 2007 $9,241
Attributable to 2008 acquisitions 265
Adjustments due to finalization of purchase price allocations (20)
Effect of foreign currency translation (275)
Balance December 31, 2008 $9,211

The carrying value of goodwill by segment as of December 31 is summarized as follows ($ in millions):

S e gm e n t 2008 2007
Professional Instrumentation $3,802 $3,797
Medical Technologies 3,242 3,244
Industrial Technologies 1,973 2,006
Tools & Components 194 194
$9,211 $9,241

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Intangible assets are amortized over their legal or estimated useful life. The following summarizes the gross carrying value and accumulated
amortization for each major category of intangible asset ($ in thousands):

De ce m be r 31, 2008 De ce m be r 31, 2007


Gross Gross
C arrying Accum u late d C arrying Accum u late d
Am ou n t Am ortiz ation Am ou n t Am ortiz ation
Finite – Lived Intangibles
Patents & technology $ 494,047 $ (142,850) $ 460,976 $ (84,669)
Other intangibles (primarily customer relationships) 1,237,702 (247,984) 1,268,820 (185,113)
Total finite – lived intangibles 1,731,749 (390,834) 1,729,796 (269,782)
Indefinite – Lived Intangibles
Trademarks & trade names 1,178,507 — 1,104,959 —
$2,910,256 $ (390,834) $2,834,755 $ (269,782)

Total intangible amortization expense in 2008, 2007 and 2006 was $145 million, $95 million and $64 million, respectively. Based on the intangible
assets as of December 31, 2008, amortization expense is estimated to be $146 million during 2009, $139 million during 2010, $132 million during
2011, $125 million during 2012 and $119 million during 2013.

(7) ACCRUED EXPENSES AND OTHER LIABILITIES:


Accrued expenses and other liabilities as of December 31 include the following ($ in thousands):

2008 2007
Non - Non -
C u rre n t C u rre n t C u rre n t C u rre n t
Compensation and benefits $ 583,175 $ 196,336 $ 509,049 $ 233,166
Claims, including self-insurance and litigation 94,770 77,144 88,787 70,184
Pension and postretirement benefits 35,175 833,325 35,000 408,000
Environmental and regulatory compliance 44,571 76,506 47,537 79,299
Taxes, income and other 244,407 1,145,737 237,458 1,261,233
Sales and product allowances 298,990 29,517 250,393 15,085
Warranty 95,910 12,000 98,200 12,500
Other, individually less than 5% of current or total liabilities 172,979 12,734 177,349 11,163
$1,569,977 $2,383,299 $1,443,773 $2,090,630

Approximately $255 million of accrued expenses and other liabilities were guaranteed by standby letters of credit and performance bonds as of
December 31, 2008. Refer to Note 13 for further discussion of the Company’s income tax obligations.

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(8) FINANCING:
The components of the Company’s debt as of December 31 were as follows ($ in thousands):

2008 2007
Euro-denominated commercial paper $ — $ 239,715
U.S. dollar-denominated commercial paper 623,728 1,311,211
4.5% guaranteed Eurobond Notes due 2013 (€500 million) 699,400 729,600
6.1% notes due 2008 — 250,000
Zero-coupon Liquid Yield Option Notes due 2021 (LYONs) 619,757 605,938
5.625% Senior Notes due 2018 500,000 500,000
Other 176,444 89,780
2,619,329 3,726,244
Less – currently payable 66,159 330,480
$2,553,170 $3,395,764

The Company satisfies its short-term liquidity needs primarily through issuances of U.S. dollar and Euro commercial paper. Under the
Company’s U.S. dollar and Euro commercial paper programs, the Company or a subsidiary of the Company, as applicable, may issue and sell
unsecured, short-term promissory notes in aggregate principal amount not to exceed $4.0 billion. Since the Credit Facility (described below)
provides credit support for the program, the $1.45 billion of availability under the Credit Facility has the practical effect of reducing from $4.0
billion to $1.45 billion the maximum amount of commercial paper that the Company can issue under the program. Commercial paper notes are
sold at a discount and have a maturity of not more than 90 days from the date of issuance. Borrowings under the program are available for
general corporate purposes, including financing acquisitions. The Company classifies the borrowings under the commercial paper program as
long-term borrowings in the accompanying Consolidated Balance Sheet as the Company has the intent and the ability, as supported by the
availability of the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.

Credit support for part of the commercial paper program is provided by an unsecured $1.45 billion multicurrency revolving credit facility (the
“Credit Facility”) which expires on April 25, 2012. The Credit Facility can also be used for working capital and other general corporate
purposes. Interest is based on, at the Company’s option, (1) a LIBOR-based formula that is dependent in part on the Company’s credit rating,
or (2) a formula based on Bank of America’s prime rate or on the Federal funds rate plus 50 basis points, or (3) the rate of interest bid by a
particular lender for a particular loan under the facility. The Credit Facility requires the Company to maintain a consolidated leverage ratio (the
ratio of consolidated indebtedness to consolidated indebtedness plus shareholders’ equity) as of the last day of each fiscal quarter of 0.65 to
1.00 or less. The availability of the Credit Facility as a standby liquidity facility to repay maturing commercial paper is an important factor in
maintaining the existing credit ratings of the commercial paper program. The Company expects to limit any borrowings under the Credit Facility
to amounts that would leave enough credit available under the facility so that it could borrow, if needed, to repay all of the outstanding
commercial paper as it matures.

During 2008, the Company utilized its commercial paper program to finance the repayment of the 6.1% notes due 2008. During 2007, the
Company utilized its commercial paper program (as well as operating cash flow and the proceeds from the November 2007 common stock
offering and December 2007 offering of the 2018 Notes), to fund the acquisitions of ChemTreat and Tektronix. As of December 31, 2008,
borrowings outstanding under the Company’s U.S. dollar commercial paper program had a weighted average interest rate of 1.0% and an
average maturity of approximately 13 days. As of December 31, 2008, there was no outstanding Euro-denominated commercial paper.

In connection with the financing of the Tektronix acquisition in November 2007, the Company entered into a $1.9 billion unsecured revolving
bridge loan facility (the “Bridge Facility”), which provided additional credit support for the commercial paper program and was also available
for working capital and other corporate purposes. In December 2007, Danaher reduced the amount of the Bridge Facility to $1.0 billion to
minimize maintenance costs, and in May 2008 Danaher further reduced the facility to $0.5 billion. The Bridge Facility expired on November 11,
2008. There were no borrowings under either the Credit Facility or the Bridge Facility during 2008.

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In December 2007, the Company completed an underwritten public offering of $500 million aggregate principal amount of 5.625% senior notes
due 2018 “(2018 Senior Notes”). The net proceeds, after expenses and the underwriters’ discount, were approximately $493.4 million, which
were used to repay a portion of the commercial paper issued to finance the acquisition of Tektronix. The Company may redeem the notes at
any time prior to their maturity at a redemption price equal to the greater of the principal amount of the notes to be redeemed, or the sum of the
present values of the remaining scheduled payments of principal and interest plus 25 basis points. As of December 31, 2008, the fair value of
the 2018 Senior Notes approximated their carrying value.

On July 21, 2006, a financing subsidiary of the Company issued the Eurobond Notes in a private placement outside the U.S. Payment
obligations under these Eurobond Notes are guaranteed by the Company. The net proceeds of the offering, after the deduction of
underwriting commissions but prior to the deduction of other issuance costs, were €496 million ($627 million based on exchange rates in effect
at the time the offering closed) and were used to pay down a portion of the Company’s outstanding commercial paper and for general
corporate purposes, including acquisitions. The Company may redeem the notes upon the occurrence of specified, adverse changes in tax
laws or interpretations under such laws, at a redemption price equal to the principal amount of the notes to be redeemed. As of December 31,
2008, the fair value of the Eurobond Notes was approximately $596 million.

In 2001, the Company issued $830 million (value at maturity) in LYONs. The net proceeds to the Company were $505 million, of which
approximately $100 million was used to pay down debt and the balance was used for general corporate purposes, including acquisitions. The
LYONs carry a yield to maturity of 2.375% (with contingent interest payable as described below). Holders of the LYONs may convert each
$1,000 of principal amount at maturity into 14.5352 shares of Danaher common stock (in the aggregate for all LYONs, approximately 12.0 million
shares of Danaher common stock) at any time on or before the maturity date of January 22, 2021. As of December 31, 2008, an aggregate of
approximately 68,000 shares of Danaher common stock had been issued upon conversion of LYONs. As of December 31, 2008, the accreted
value of the outstanding LYONs was lower than the traded market value of the underlying common stock issuable upon conversion. The
Company may redeem all or a portion of the LYONs for cash at any time at scheduled redemption prices. Holders may require the Company to
purchase all or a portion of the notes for cash and/or Company common stock, at the Company’s option, on January 22, 2011. The holders had
a similar option to require the Company to purchase all or a portion of the notes as of January 22, 2004, which resulted in notes with an
accreted value of $1.1 million being redeemed by the Company for cash.

Under the terms of the LYONs, the Company will pay contingent interest to the holders of LYONs during any six month period from January 23
to July 22 and from July 23 to January 22 if the average market price of a LYON for a specified measurement period equals 120% or more of the
sum of the issue price and accrued original issue discount for such LYON. The amount of contingent interest to be paid with respect to any
quarterly period is equal to the higher of either 0.0315% of the bonds’ average market price during the specified measurement period or the
amount of the common stock dividend paid during such quarterly period multiplied by the number of shares issuable upon conversion of a
LYON. The Company paid approximately $1.4 million of contingent interest on the LYONs for the year ended December 31, 2008. Except for the
contingent interest described above, the Company will not pay interest on the LYONs prior to maturity. As of December 31, 2008, the fair value
of the LYONs was approximately $620 million.

The Company does not have any credit rating downgrade triggers that would accelerate the maturity of a material amount of outstanding debt,
except in connection with the change of control triggers described as follows. Under each of the Eurobond Notes and the 2018 Senior Notes, if
the Company experiences a change of control and a rating downgrade of a specified nature within a specified period following the change of
control, the Company will be required to offer to repurchase the notes at a price equal to 101% of the principal amount plus accrued interest in
the case of 2018 Notes, or the principal amount plus accrued interest in the case of Eurobond Notes. The Company’s outstanding indentures
and comparable instruments also contain customary covenants including, for example, limits on the incurrence of secured debt and
sale/leaseback transactions. None of these covenants are considered restrictive to the Company’s operations and as of December 31, 2008, the
Company was in compliance with all of its debt covenants.

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The minimum principal payments during the next five years are as follows: 2009 - $66 million; 2010 - $8 million; 2011 - $4 million; 2012 -
$628 million, 2013 - $758 million and $1,155 million thereafter.

The Company made interest payments of approximately $72 million, $95 million and, $48 million in 2008, 2007 and 2006, respectively.

(9) PENSION BENEFIT PLANS:


The Company has noncontributory defined benefit pension plans which cover certain of its U.S. employees. Benefit accruals under most of
these plans have ceased. The Company also has noncontributory defined benefit pension plans which cover certain of the its non-U.S.
employees, and under certain of these plans, benefit accruals continue. The following sets forth the funded status of the U.S. and non-U.S.
plans as of the most recent actuarial valuations using a measurement date of December 31, 2008 and September 30, 2007. The Company
acquired Tektronix in November 2007, including its pension plan. The September 30, 2007 funded status in the table below includes the impacts
of the Tektronix pension plans acquired as measured on the date of acquisition:

U.S . Pe n sion
($ in m illion s) Be n e fits Non -U.S. Pe n sion Be n e fits
2008 2007 2008 2007
Change in pension benefit obligation
Benefit obligation at beginning of year $1,276.8 $ 695.6 $ 659.6 $ 532.3
Adoption of SFAS No. 158 measurement provision (0.5) — 5.6 —
Service cost 7.3 3.0 14.9 14.0
Interest cost 72.7 44.7 32.0 24.4
Employee contributions — — 3.0 2.5
Amendments and other — — (1.1) (0.8)
Benefits paid and other (85.5) (47.4) (35.0) (30.8)
Acquisitions 15.5 563.7 — 114.9
Actuarial loss (gain) (11.2) 17.2 0.8 (36.6)
Foreign exchange rate impact — — (72.2) 39.7
Benefit obligation at end of year 1,275.1 1,276.8 607.6 659.6
Change in plan assets
Fair value of plan assets at beginning of year 1,200.5 581.3 411.5 315.1
Adoption of SFAS No. 158 measurement provision (0.1) — 1.4 —
Actual return on plan assets (294.5) 78.5 (53.1) 20.6
Employer contributions 0.6 0.7 39.2 23.9
Employee contributions — — 3.0 2.5
Plan settlements — — (0.8) —
Benefits paid and other (85.5) (47.4) (35.0) (30.8)
Acquisitions — 587.4 — 61.4
Foreign exchange rate impact — — (50.6) 18.8
Fair value of plan assets at end of year 821.0 1,200.5 315.6 411.5
Funded status (454.1) (76.3) (292.0) (248.1)
Accrued contribution — — — 9.7
Accrued benefit cost $ (454.1) $ (76.3) $ (292.0) $ (238.4)

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Weighted average assumptions used to determine benefit obligations at date of measurement:

U. S . Plans Non -U.S. Plans


De ce m be r 31, S e pte m be r 30, De ce m be r 31, S e pte m be r 30,
2008 2007 2008 2007
Discount rate 6.25% 6.00% 5.15% 5.15%
Rate of compensation increase 4.00% 4.00% 3.10% 3.20%

($ in m illion s) U. S . Pe n sion Be n e fits Non -U.S. Pe n sion Be n e fits


2008 2007 2008 2007
Components of net periodic pension cost
Service cost $ 7.3 $ 3.0 $ 14.9 $ 14.0
Interest cost 72.7 44.7 32.0 24.4
Expected return on plan assets (89.4) (48.6) (23.8) (18.6)
Amortization of prior service credit — — (0.3) (0.2)
Amortization of net (gain) loss 4.1 14.0 (0.8) 1.4
Curtailment and settlement (gains) / losses recognized — — — 0.1
Net periodic pension (benefit) cost $ (5.3) $ 13.1 $ 22.0 $ 21.1

Weighted average assumptions used to determine net periodic pension cost at date of measurement:

Non -
U. S . Plans U.S . Plans
2008 2007 2008 2007
Discount rate 6.00% 5.75% 5.15% 4.35%
Expected long-term return on plan assets 8.00% 8.00% 5.95% 5.55%
Rate of compensation increase 4.00% 4.00% 3.20% 2.95%

Included in accumulated other comprehensive income at December 31, 2008 are the following amounts that have not yet been recognized in net
periodic pension cost: unrecognized prior service credits of $3.0 million ($2.0 million, net of tax) and unrecognized actuarial losses of $527.0
million ($343.1 million, net of tax). The unrecognized losses and prior service costs, net, is calculated as the difference between the actuarially
determined projected benefit obligation and the value of the plan assets less accrued pension costs as of December 31, 2008. The prior service
credits and actuarial loss included in accumulated comprehensive income and expected to be recognized in net periodic pension costs during
the year ending December 31, 2009 is $0.3 million ($0.2 million, net of tax) and $39.5 million ($25.7 million, net of tax), respectively. No plan
assets are expected to be returned to the Company during the year ending December 31, 2009.

Selection of Expected Rate of Return on Assets


For the years ended December 31, 2008, 2007, and 2006, the Company used an expected long-term rate of return assumption of 8.0% for the
Company’s U.S. defined benefit pension plan. The Company intends on using an expected long-term rate of return assumption of 8.0% for
2009 for its U.S. plan. The expected long-term rate of return assumption for the non-U.S. plans was determined on a plan-by-plan basis based
on the composition of assets and ranged from 1.50% to 8.25% in 2008 with a weighted average rate of return assumption of 5.95%.

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Asset Information
(% of assets by asset categories at measurement date)
U. S . Pe n sion Be n e fits Non -U.S. Pe n sion Be n e fits
2008 2007 2008 2007
Equity securities 50% 66% 32% 41%
Debt securities 32% 34% 51% 42%
Other investments similar to equity 15% — 15% 16%
Cash 3% — 2% 1%
Total 100% 100% 100% 100%

Investment Policy
In connection with the acquisition of Tektronix in November 2007, the Company acquired approximately $589 million of assets associated with
Tektronix’ existing U.S. pension plans and merged those assets with the assets included in the Company’s U.S. pension plan. Included in the
Tektronix assets merged were investments in real estate, absolute return funds and private equity partnerships with similar characteristics to
equity investments. The fair value of these investments at December 31, 2008 of approximately $125 million has been estimated by management
based upon information supplied to the Company by the fund managers or the general partners, in the absence of readily determinable market
values that are available on publicly traded securities. The merged Tektronix assets were not included in the in the 2007 investment allocation
in the above table as the acquisition and associated merger of plan assets occurred subsequent to the 2007 measurement date of September 30,
2007.

The U.S. plan’s goal is to maintain between 60% and 70% of its assets in equity portfolios, which are invested in funds that are expected to
mirror broad market returns for equity securities or in assets with characteristics similar to equity investments. Asset holdings are periodically
rebalanced when equity holdings are outside this range. The balance of the asset portfolio is invested in corporate bonds and bond index
funds. Non-U.S. plan assets are invested in various insurance contracts, equity and debt securities as determined by the administrator of each
plan. The value of the plan assets directly affects the funded status of the Company’s U.S. pension plan recorded in the financial statements.

Expected Contributions
The Company was not statutorily required to make contributions to the U.S. plan for 2008 or 2007. The Company contributed approximately
$39 million to the non-U.S. plans during 2008. During 2009, the Company’s cash contribution requirements for its U.S. pension plan are not
expected to be significant. Funding requirements for the U.S. pension may become more significant commencing in the year ended
December 31, 2010; however, the ultimate amounts to be contributed are dependent upon, among other things, underlying asset returns and
the impact of recent legislative activity associated with pension funding obligations. The Company expects to contribute approximately $30
million in employer contributions and unfunded benefit payments to the non-U.S. plans in 2009.

The following table sets forth benefit payments, which reflect expected future service, as appropriate, expected to be paid by the plans in the
periods indicated.

U.S . Pe n sion Non -U.S. All Pe n sion


($ in m illion s) Plan s Pe n sion Plans Plan s
2009 $ 105.9 $ 29.7 $ 135.6
2010 94.3 31.4 125.7
2011 96.4 32.2 128.6
2012 94.6 32.8 127.4
2013 98.3 32.7 131.0
2014-2018 556.7 171.2 727.9

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Other Matters
Substantially all employees not covered by defined benefit plans are covered by defined contribution plans, which generally provide for
Company funding based on a percentage of compensation.

Expense for all defined benefit and defined contribution pension plans amounted to $97 million, $105 million and, $88 million for the years
ended December 31, 2008, 2007 and 2006, respectively.

(10) OTHER POST RETIREMENT EMPLOYEE BENEFIT PLANS:


In addition to providing pension benefits, the Company provides certain health care and life insurance benefits for some of its retired
employees in the United States. Certain employees may become eligible for these benefits as they reach normal retirement age while working
for the Company. The following sets forth the funded status of the domestic plans as of the most recent actuarial valuations using a
measurement date of December 31, 2008 and September 30, 2007:

Post Re tire m e n t
($ in m illion s) Me dical Be n e fits
2008 2007
Change in benefit obligation
Benefit obligation at beginning of year $ 131.2 $ 112.3
Adoption of SFAS No. 158 measurement provision (1.7) —
Service cost 1.3 1.2
Interest cost 7.1 6.5
Amendments and other (6.3) (0.3)
Actuarial loss (gain) 2.3 1.1
Acquisitions — 20.8
Retiree contributions 1.5 1.9
Benefits paid (13.0) (12.3)
Benefit obligation at end of year 122.4 131.2
Change in plan assets
Fair value of plan assets at beginning and end of year — —
Funded status (122.4) (131.2)
Accrued contribution — 2.9
Accrued benefit cost $(122.4) $(128.3)

At December 31, 2008, $109.5 million of the total underfunded status of the plan was recognized as long-term accrued post retirement liability
since it is not expected to be funded within one year.

Weighted average assumptions used to determine benefit obligations at date of measurement:

2008 2007
Discount rate 6.25% 6.00%
Medical trend rate – initial 8.80% 9.00%
Medical trend rate – grading period 20 years 5 years
Medical trend rate – ultimate 4.00% 5.00%

The medical trend rate used to determine the post retirement benefit obligation was 8.8% for 2008. The rate decreases gradually to an ultimate
rate of 4.0% in 2029, and remains at that level thereafter. The trend is a significant factor in determining the amounts reported.

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The following table sets forth benefit payments, which reflect expected future service, as appropriate, expected to be paid in the periods
indicated.

($ in m illion s) Am ou n t
2009 $ 12.9
2010 12.9
2011 12.8
2012 12.5
2013 12.1
2014-2018 56.8

Effect of a one-percentage-point change in assumed health care cost trend rates ($ in millions):

1% 1%
Poin t Poin t
Incre ase De cre ase
Effect on the total of service and interest cost components $ 0.7 $ (0.6)
Effect on post retirement medical benefit obligation 7.1 (6.3)

Post Re tire m e n t
Me dical
Be n e fits
2008 2007
Components of net periodic benefit cost ($ in millions)
Service cost $ 1.3 $ 1.2
Interest cost 7.1 6.5
Amortization of loss 2.8 3.6
Amortization of prior service credit (7.2) (7.2)
Net periodic benefit cost $ 4.0 $ 4.1

Included in accumulated other comprehensive income at December 31, 2008 are the following amounts that have not yet been recognized in net
periodic pension cost: unrecognized prior service credits of $35.7 million ($23.2 million, net of tax) and unrecognized actuarial losses of $31.4
million ($20.4 million, net of tax). The unrecognized losses and prior service costs, net, is calculated as the difference between the actuarially
determined projected benefit obligation and the value of the plan assets less accrued pension costs as of December 31, 2008. The prior service
credits and actuarial loss included in accumulated comprehensive income and expected to be recognized in net periodic pension costs during
the year ending December 31, 2009 is $7.9 million ($5.1 million, net of tax) and $3.2 million ($2.1 million, net of tax), respectively.

(11) LEASES AND COMMITMENTS:


The Company’s operating leases extend for varying periods of time up to 10 years and, in some cases, contain renewal options. Future
minimum rental payments for all operating leases having initial or remaining non-cancelable lease terms in excess of one year are $110 million in
2009, $72 million in 2010, $51 million in 2011, $34 million in 2012, $26 million in 2013 and $54 million thereafter. Total rent expense charged to
income for all operating leases was $110 million, $103 million and, $84 million, for the years ended December 31, 2008, 2007, and 2006,
respectively.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects
in material and workmanship when properly used for their intended purpose, installed correctly, and appropriately maintained. Warranty period
terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is
determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material
and labor, and in certain instances estimated property damage. The liability, shown in the following table, is reviewed on a quarterly basis and
may be adjusted as additional information regarding expected warranty costs becomes known.

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In certain cases the Company will sell extended warranty or maintenance agreements. The proceeds from these agreements is deferred and
recognized as revenue over the term of the agreement.

The following is a rollforward of the Company’s warranty accrual for the years ended December 31, 2008 and 2007 ($ in thousands):

Balance December 31, 2006 $ 97,378


Accruals for warranties issued during period 98,808
Changes in estimates related to pre-existing warranties 1,709
Settlements made (104,974)
Additions due to acquisitions 17,779
Balance December 31, 2007 110,700
Accruals for warranties issued during period 98,080
Settlements made (101,143)
Additions due to acquisitions 273
Balance December 31, 2008 $ 107,910

The Company selectively uses derivative financial instruments to manage currency exchange risk and does not hold derivatives for trading
purposes. In the fourth quarter of 2008, two wholly-owned subsidiaries of the Company entered into foreign currency forward contracts
related to anticipated sales denominated in currencies other than the functional currency of the subsidiaries entering the contracts. The
forward contracts, having an aggregate notional amount of 3.4 billion Japanese Yen ($37.5 million) related to one subsidiary and an aggregate
notional amount of 14.5 million Euro ($20.3 million) related to the second subsidiary, will be settled at various dates during the year ending
December 31, 2009 in accordance with their terms. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended, the Company accounts for these forward contracts as cash flow hedges. These instruments qualify as “effective” or
“perfect” hedges. As of December 31, 2008, the aggregate fair value of the forward contracts was approximately $2 million.

(12) LITIGATION AND CONTINGENCIES:


Accu-Sort, Inc., a subsidiary of the Company, was a defendant in a suit filed by Federal Express Corporation on May 16, 2001. On March 9,
2006 Accu-Sort settled the case with Federal Express for an amount which the Company believes is not material to its financial position, which
amount was reflected in the Company’s results of operations in 2005. The purchase agreement pursuant to which the Company acquired
Accu-Sort in 2003 provides certain indemnification for the Company with respect to this matter, and an arbitrator ordered the former owners of
Accu-Sort to pay the Company a portion of the losses incurred by the Company in connection with this litigation. In April 2007, the Company
received this payment from the former owners and recorded a pre-tax gain of $12 million ($7.8 million after-tax, or $0.02 per diluted share) which
is included in “Other (income) expense” in the accompanying Consolidated Statement of Earnings for the year ended December 31, 2007.

The Company is, from time to time, subject to a variety of litigation incidental to its business. These lawsuits primarily involve claims for
damages arising out of the use of the Company’s products and services and claims relating to intellectual property matters, employment
matters, commercial disputes, competition and sales and trading practices, personal injury and insurance coverage. The Company may also
become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or
indemnities provided in connection with, divested businesses. Some of these lawsuits include claims for punitive and consequential as well as
compensatory damages. While the Company maintains workers compensation, property, cargo, automobile, aviation, crime, fiduciary, product,
general liability, and directors’ and officers’ liability insurance (and has acquired rights under similar policies in connection with certain
acquisitions) that it believes cover a portion of these claims, this insurance may be insufficient or unavailable to cover such losses. In
addition, while the Company believes it is entitled to indemnification from third parties for some of these claims, these rights may also be
insufficient or unavailable to cover such losses.

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The Company recognizes a liability for any contingency that is probable of occurrence and reasonably estimable. The Company periodically
assesses the likelihood of adverse judgments or outcomes for these matters, as well as potential amounts or ranges of probable losses, and if
appropriate recognizes a liability for these contingencies with the assistance of legal counsel and, if applicable, other professionals. Based
upon the Company’s experience, current information and applicable law, it does not believe that these proceedings and claims will have a
material adverse effect on its cash flows, financial position, or results of operations.

The Company maintains third party insurance policies up to certain limits to cover certain liability costs in excess of predetermined retained
amounts. For general liability risk (which includes product liability) and most other insured risks, the Company purchases outside insurance
coverage only for severe losses (“stop loss” insurance) and must establish and maintain reserves with respect to amounts within the self-
insured retention. These reserves consist of specific reserves for individual claims and additional amounts for anticipated developments of
these claims as well as for incurred but not yet reported claims. The specific reserves for individual known claims are quantified with the
assistance of outside risk insurance professionals for product liability. In addition, outside risk insurance professionals assist in the
determination of reserves for incurred but not yet reported claims through evaluation of the Company’s specific loss history, actual claims
reported, and industry trends among statistical and other factors. While the Company actively pursues financial recoveries for claims paid
from insurance providers associated with these risks, it does not recognize any recoveries until realized or until such time as a sustained
pattern of collections is established related to historical matters of a similar nature and magnitude. The Company believes the liability recorded
for such risk insurance reserves as of December 31, 2008 is adequate, but due to judgments inherent in the reserve process it is possible the
ultimate costs will differ from this estimate.

In addition, the Company’s operations are subject to environmental laws and regulations in the jurisdictions in which they operate, which
impose limitations on the discharge of pollutants into the ground, air and water and establish standards for the use, generation, treatment,
storage and disposal of hazardous and non-hazardous wastes. A number of the Company’s operations involve the handling, manufacturing,
use or sale of substances that are or could be classified as hazardous materials within the meaning of applicable laws. The Company must also
comply with various health and safety regulations in both the United States and abroad in connection with our operations. Compliance with
these laws and regulations has not had and, based on current information and the applicable laws and regulations currently in effect, is not
expected to have a material adverse effect on the Company’s capital expenditures, earnings or competitive position, and the Company does
not anticipate material capital expenditures for environmental control facilities.

In addition to environmental compliance costs, the Company from time to time incurs costs related to alleged damages associated with past or
current waste disposal practices or other hazardous materials handling practices. For example, generators of hazardous substances found in
disposal sites at which environmental problems are alleged to exist, as well as the owners of those sites and certain other classes of persons,
are subject to claims brought by state and federal regulatory agencies pursuant to statutory authority. The Company has received notification
from the U.S. Environmental Protection Agency, and from state and non-U.S. environmental agencies, that conditions at a number of sites
where the Company and others previously disposed of hazardous wastes require clean-up and other possible remedial action, including sites
where the Company has been identified as a potentially responsible party under U.S. federal and state environmental laws and regulations.
The Company has projects underway at a number of current and former manufacturing facilities, in both the United States and abroad, to
investigate and remediate environmental contamination resulting from past operations. The Company is also from time to time party to
personal injury or other claims brought by private parties alleging injury due to the presence of or exposure to hazardous substances.

The Company has made a provision for environmental remediation and environmental-related personal injury claims with respect to sites
owned or formerly owned by it and its subsidiaries. The Company generally makes an assessment of the costs involved for remediation efforts
based on environmental studies as well as its prior experience with similar sites. If the Company determines that potential remediation liability
for properties currently or previously owned is probable and reasonably estimable, it accrues the total estimated costs, including investigation
and remediation costs, associated with the site. The Company also estimates its exposure for probable environmental-related personal injury
claims and accrues for this estimated liability. While the Company actively pursues insurance recoveries as well as recoveries from other
potentially responsible parties, it does not recognize any recoveries for environmental liability claims until realized.

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The ultimate cost of site cleanup is difficult to predict given the uncertainties of the Company’s involvement in certain sites, uncertainties
regarding the extent of the required cleanup, the availability of alternative cleanup methods, variations in the interpretation of applicable laws
and regulations, the possibility of insurance recoveries with respect to certain sites and the fact that imposition of joint and several liability
with right of contribution is possible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and other
environmental laws and regulations. All provisions have been recorded without giving effect to any possible future third party recoveries. For
the reasons described above, the Company cannot assure that its estimates of environmental liabilities will not change.

In view of the Company’s financial position and provisions for environmental remediation matters and environmental-related personal injury
claims and based on current information and the applicable laws and regulations currently in effect, the Company believes that its liability
related to past or current waste disposal practices and other hazardous materials handling practices will not have a material adverse effect on
its results of operations, financial condition or cash flow.

The Company’s Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or
threatened to be made a party to any action or proceeding by reason of his or her service as a director or officer of the Company, or by reason
of serving at the request of the Company as a director or officer of any other entity, subject to limited exceptions. The Company’s Amended
and Restated By-laws provide for similar indemnification rights. While the Company maintains insurance for this type of liability, a significant
deductible applies to this coverage and any such liability could exceed the amount of the insurance coverage.

(13) INCOME TAXES:


The provision for income taxes from continuing operations for the years ended December 31 consists of the following ($ in thousands):

2008 2007 2006


Current:
Federal U.S. $207,025 $263,078 $141,085
Other than U.S. 180,401 103,511 133,827
State and local 16,560 26,642 20,571
Deferred:
Federal U.S. 90,065 70,953 29,604
Other than U.S. (65,423) (44,876) (12,982)
State and Local 3,048 3,793 7,532
Income tax provision $431,676 $423,101 $319,637

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Current deferred income tax assets are reflected in prepaid expenses and other current assets. Long-term deferred income tax liabilities are
included in other long-term liabilities in the accompanying balance sheets. Deferred income taxes consist of the following ($ in thousands):

2008 2007
Bad debt allowance $ 31,179 $ 25,812
Inventories 84,154 80,040
Property, plant and equipment (50,843) (50,486)
Pension and postretirement benefits 230,134 87,921
Insurance, including self - insurance (26,596) (29,636)
Basis difference in LYONs Notes (122,999) (103,768)
Goodwill and other intangibles (849,414) (845,914)
Environmental and regulatory compliance 29,712 32,310
Other accruals and prepayments 227,725 194,879
Deferred service income (193,635) (181,886)
Stock compensation expense 67,575 50,093
Tax credit and loss carryforwards 203,202 221,244
All other accounts 14,394 283
Net deferred tax liability $(355,412) $(519,108)

Deferred taxes associated with temporary differences resulting from timing of recognition for income tax purposes of fees paid for services
rendered between consolidated entities are reflected as deferred service income in the above table. These fees are fully eliminated in
consolidation and have no effect on reported revenue, income or reported income tax expense. Deferred taxes at December 31, 2008 associated
with U.S. entities consisted of net deferred tax liabilities of approximately $479 million and deferred taxes associated with non-U.S. entities
consisted of net deferred tax assets of approximately $124 million.

The effective income tax rate for the years ended December 31 varies from the statutory federal income tax rate as follows:

Pe rce n tage of Pre -Tax


Earn ings
2008 2007 2006
Statutory federal income tax rate 35.0% 35.0% 35.0%
Increase (decrease) in tax rate resulting from:
State income taxes (net of Federal income tax benefit) 0.7 1.2 1.5
Taxes on foreign earnings (11.1) (10.6) (8.9)
German tax credit — — (1.4)
Foreign tax credit valuation allowances — — (2.4)
In-process research and development — 1.3 —
Research and experimentation credits and other 0.1 (1.1) (1.4)
Effective income tax rate 24.7% 25.8% 22.4%

The effective tax rate for 2008 of 24.7% reflects net discrete tax benefits of approximately $9.5 million, or $0.03 per diluted share. The discrete
benefit is primarily associated with the reduction of valuation allowances related to net operating losses in Germany and Switzerland. The
valuation allowances were reduced as it has become more likely than not that the net operating losses will be realized. Partially offsetting the
benefit from the reduction of valuation allowances was the net effect of income tax reserves during the year related to uncertain tax positions
in various jurisdictions.

The Company made income tax payments of $390 million, $335 million, and $204 million in 2008, 2007, and 2006, respectively. The Company
recognized a tax benefit of $5 million, $66 million, and $36 million in 2008, 2007 and 2006, respectively, related to the exercise of employee stock
options, which vested prior to the Company’s adoption of SFAS No. 123R and for which no expense was recognized. This benefit has been
recorded as an increase to additional paid-in capital.

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Included in deferred income taxes as of December 31, 2008 are tax benefits for U.S. and non-U.S. net operating loss carryforwards totaling $89
million (net of applicable valuation allowances of $136 million). Certain of the losses can be carried forward indefinitely and others can be
carried forward to various dates through 2028. In addition, the Company had general business and foreign tax credit carryforwards of $65
million at December 31, 2008 and also has recorded a deferred tax asset for foreign credits of $49 million related to the indirect impact of certain
unrecognized tax benefits (see below).

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a
result of the implementation of Interpretation No. 48, the Company recognized a decrease in the liability for unrecognized tax benefits of $63
million, which was accounted for as an increase to the January 1, 2007 balance of retained earnings. As of December 31, 2007, gross
unrecognized tax benefits totaled $475 million ($408 million, net of offsetting indirect tax benefits and including $81 million associated with
potential interest and penalties). As of December 31, 2008, gross unrecognized tax benefits totaled $447 million ($426 million, net of offsetting
indirect tax benefits and including $89 million associated with potential interest and penalties). Upon adoption of SFAS No 141R effective
January 1, 2009 (see Note 19) all unrecognized tax benefits at December 31, 2008 (including accrued interest and penalties) will impact the
effective rate if ultimately recognized. Unrecognized tax benefits and associated accrued interest and penalties are included in “Taxes, income
and other” in accrued expenses as detailed in Note 7.

The Company recognizes potential accrued interest and penalties associated with unrecognized tax positions within its global operations in
income tax expense. The Company recognized approximately $19 million and $24 million in potential interest and penalties associated with
uncertain tax positions during 2008 and 2007, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax
positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding amounts accrued for potential interest and
penalties, is as follows ($ in thousands):

2008 2007
Unrecognized tax benefits, beginning of year $475,107 $331,701
Additions based on tax positions related to the current year 48,588 35,871
Additions for tax positions of prior years 25,095 63,315
Reductions for tax position of prior years (47,567) (37,075)
Acquisitions — 62,122
Lapse of statute of limitations (2,772) (673)
Settlements (26,384) (2,043)
Effect of foreign currency translation (25,175) 21,889
Unrecognized tax benefits, end of year $446,892 $475,107

The Company and its subsidiaries are routinely examined by various taxing authorities. The Internal Revenue Service (“IRS”) has initiated
examinations of certain of the Company’s Federal income tax returns for the years 2006 and 2007. In addition, the Company has subsidiaries in
Germany, Canada, France, and various other states, provinces and countries that are currently under audit for years ranging from 2001 through
2007. To date, there have been no adjustments associated with in-process or recently settled audits that would have a material impact on the
Company’s financial position or results of operations.

The Company files numerous consolidated and separate income tax returns in the United States Federal jurisdiction and in many state and
foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal income tax examinations for years before 2004 and
is no longer subject to state, local and foreign income tax examinations by tax authorities for years before 2001.

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Management estimates that it is reasonably possible that the amount of unrecognized tax benefits may be reduced up to $150 million within
twelve months as a result of resolution of worldwide tax matters, tax audit settlements and/or statute expirations.

The Company provides income taxes for unremitted earnings of foreign subsidiaries that are not considered permanently reinvested overseas.
As of December 31, 2008, the approximate amount of earnings from foreign subsidiaries that the Company considers permanently reinvested
and for which deferred taxes have not been provided was approximately $6.3 billion. United States income taxes have not been provided on
earnings that are planned to be reinvested indefinitely outside the United States and the amount of such taxes that may be applicable is not
readily determinable given the various tax planning alternatives the Company could employ should it decide to repatriate these earnings.

(14) EARNINGS PER SHARE (EPS):


Basic EPS is calculated by dividing earnings by the weighted-average number of common shares outstanding for the applicable period. Diluted
EPS is calculated after adjusting the numerator and the denominator of the basic EPS calculation for the effect of all potential dilutive common
shares outstanding during the period. For the year ended December 31, 2008, approximately 10.3 million options to purchase shares were not
included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. Information related to the
calculation of earnings from continuing operations per share of common stock is summarized as follows (in thousands, except per share
amounts):

Ne t
e arn ings
from
con tin u ing Pe r
For th e Ye ar En de d De ce m be r 31, ope ration s S h are s S h are
2008: (Num e rator) (De n om inator) Am ou n t
Basic EPS $ 1,317,631 319,361 $ 4.13
Adjustment for interest on convertible debentures 10,369 —
Incremental shares from assumed exercise of dilutive options and RSUs — 4,531
Incremental shares from assumed conversion of the convertible debentures — 11,971
Diluted EPS $ 1,328,000 335,863 $ 3.95

Ne t
e arn ings
from
con tin u ing Pe r
For th e Ye ar En de d De ce m be r 31, ope ration s S h are s S h are
2007: (Num e rator) (De n om inator) Am ou n t
Basic EPS $ 1,213,998 311,225 $ 3.90
Adjustment for interest on convertible debentures 10,033 —
Incremental shares from assumed exercise of dilutive options and RSUs — 6,245
Incremental shares from assumed conversion of the convertible debentures — 11,989
Diluted EPS $ 1,224,031 329,459 $ 3.72

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Ne t
e arn ings
from
con tin u ing Pe r
For th e Ye ar En de d De ce m be r 31, ope ration s S h are s S h are
2006: (Num e rator) (De n om inator) Am ou n t
Basic EPS $ 1,109,206 307,984 $ 3.60
Adjustment for interest on convertible debentures 9,343 —
Incremental shares from assumed exercise of dilutive options and RSUs — 5,229
Incremental shares from assumed conversion of the convertible debentures — 12,038
Diluted EPS $ 1,118,549 325,251 $ 3.44

(15) STOCK TRANSACTIONS:


On May 15, 2007, the Company’s shareholders voted to approve an amendment to Danaher’s Certificate of Incorporation to increase the
number of authorized shares of common stock of Danaher to a total of one billion shares, $.01 par value. Danaher’s Certificate of Incorporation
was amended to reflect this change on May 16, 2007.

On November 7, 2007, the Company completed the public offering of 6.9 million shares of its common stock at a price to the public of $82.25 per
share. The net proceeds, after expenses and the underwriter’s discount, were $550 million. The proceeds were used, in part, to fund the 2007
acquisition of Tektronix (refer to Note 2).

Pursuant to the stock repurchase program authorized by the Company’s Board of Directors on April 21, 2005, during 2008, the Company
repurchased 1.38 million shares of Company common stock in open market transactions at a cost of $74 million. During 2007, the Company
repurchased 1.64 million shares of Company common stock in open market transactions at a cost of $117 million. The 2008 and 2007
repurchases were funded from available cash and from proceeds from the issuance of commercial paper. At December 31, 2008, the Company
had approximately 2 million shares remaining for stock repurchases under the existing Board authorization. The Company expects to fund any
further repurchases using the Company’s available cash balances or proceeds from the issuance of commercial paper.

Stock options and restricted stock units (RSUs) have been issued to directors, officers and other employees under the Company’s Amended
and Restated 1998 Stock Option Plan and the 2007 Stock Incentive Plan, and RSUs have been issued to the Company’s CEO pursuant to an
award approved by shareholders in 2003. In addition, in connection with the November 2007 Tektronix acquisition, the Company assumed the
Tektronix 2005 Stock Incentive Plan and the Tektronix 2002 Stock Incentive Plan and assumed certain outstanding stock options, restricted
stock and RSUs that had been awarded to Tektronix employees under the plans. These plans operate in a similar manner to the Company’s
2007 Stock Incentive Plan and 1998 Stock Option Plan. No further equity awards will be issued under the 1998 Stock Option Plan, the Tektronix
2005 Stock Incentive Plan or the Tektronix 2002 Stock Incentive Plan. The 2007 Stock Incentive Plan provides for the grant of stock options,
stock appreciation rights, RSUs, restricted stock or any other stock based award.

Stock options granted under the 2007 Stock Incentive Plan, the 1998 Stock Option Plan, the Tektronix 2005 Stock Incentive Plan and the
Tektronix 2002 Stock Incentive Plan generally vest pro-rata over a five-year period and terminate ten years from the issuance date, though the
specific terms of each grant are determined by the Compensation Committee of the Company’s Board of Directors (Compensation Committee).
The Company’s executive officers and certain other employees have been awarded options with different vesting criteria. Option exercise
prices for options granted by the Company under these plans equal the closing price on the NYSE of the Company’s common stock on the
date of grant. Option exercise prices for the options outstanding under the Tektronix 2005 Stock Incentive Plan and the Tektronix 2002 Stock
Incentive Plan were based on the closing price of Tektronix common stock on the date of grant. In connection with the Company’s assumption
of these options, the number of shares underlying each option and exercise price of each option were adjusted to reflect the substitution of
Danaher stock for the Tektronix stock underlying these awards.

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RSUs issued under the 2007 Stock Incentive Plan and the 1998 Stock Option Plan provide for the issuance of a share of the Company’s
common stock at no cost to the holder. They are generally subject to performance criteria determined by the Compensation Committee, as well
as time-based vesting such that, in general, 50% of the RSUs granted vest (subject to satisfaction of the performance criteria) on each of the
fourth and fifth anniversaries of the grant date. Certain of the Company’s executive officers and other employees have been awarded RSUs
with different vesting criteria. Prior to vesting, RSUs do not have dividend equivalent rights, do not have voting rights and the shares
underlying the RSUs are not considered issued and outstanding.

Restricted shares issued under the Tektronix 2005 Stock Incentive Plan were granted subject to certain time-based vesting restrictions such
that the restricted share awards are fully vested after a period of five years. Holders of restricted shares have the right to vote such shares and
receive dividends. The restricted shares are considered issued and outstanding at the date the award is granted.

The options, RSUs and restricted shares generally vest only if the employee is employed by the Company on the vesting date or in other
limited circumstances and unvested options and RSUs are forfeited upon retirement before age 65 unless the Compensation Committee of the
Board of Directors determines otherwise. To cover the exercise of options and vesting of RSUs, the Company generally issues new shares
from its authorized but unissued share pool. At December 31, 2008, approximately 7 million shares of the Company’s common stock were
reserved for issuance under the 2007 Stock Incentive Plan.

The Company accounts for share-based compensation in accordance with Statement of Financial Accounting Standards (SFAS) No. 123
(revised 2004), Share-Based Payment, which requires the Company to measure the cost of employee services received in exchange for all
equity awards granted, including stock options, RSUs and restricted shares, based on the fair value of the award as of the grant date.

The estimated fair value of the options granted during 2008 and prior years was calculated using a Black-Scholes Merton option pricing model
(Black-Scholes). The following summarizes the assumptions used in the Black-Scholes models for the years ended December 31, 2008, 2007
and 2006:

Ye ars En de d De ce m be r 31,
2008 2007 2006
Risk-free interest rate 2.75 - 3.80% 3.68 - 4.77% 4.39 - 5.1%
Weighted average volatility 27% 22% 22%
Dividend yield 0.2% 0.1 - 0.2% 0.1%
Expected years until exercise 6 - 9.5 7.5 - 9.5 7.5 - 9.5

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of interest for periods within the
contractual life of the option is based on a zero-coupon U.S. government instrument over the expected term of the equity instrument. Expected
volatility is based on implied volatility from traded options on the Company’s stock and historical volatility of the Company’s stock. To
estimate the option exercise timing to be used in the valuation model, in addition to considering the vesting period and contractual term of the
option, the Company analyzes and considers actual historical exercise data for previously granted options. At the time of grant, the Company
estimates the number of options that it expects will be forfeited based on the Company’s historical experience. Separate groups of employees
that have similar behavior with regard to holding options for longer periods and different forfeiture rates are considered separately for
valuation and attribution purposes.

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The following table summarizes the components of the Company’s stock-based compensation program recorded as expense ($ in thousands):

Ye ars En de d De ce m be r 31,
2008 2007 2006
Restricted Stock Units & Restricted Shares:
Pre-tax compensation expense $ 25,109 $ 18,708 $ 12,561
Tax benefit (8,789) (6,548) (4,396)
Restricted stock unit and restricted share expense, net of tax $ 16,320 $ 12,160 $ 8,165

Stock Options:
Pre-tax compensation expense $ 60,891 $ 54,639 $ 54,630
Tax benefit (16,834) (15,253) (15,941)
Stock option expense, net of tax $ 44,057 $ 39,386 $ 38,689

Total Share-Based Compensation:


Pre-tax compensation expense $ 86,000 $ 73,347 $ 67,191
Tax benefit (25,623) (21,801) (20,337)
Total share-based compensation expense, net of tax $ 60,377 $ 51,546 $ 46,854

Stock based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying
Consolidated Financial Statements as payroll costs of the employees receiving the rewards are recorded in selling, general and administrative
expenses. As of December 31, 2008, $56 million of total unrecognized compensation cost related to RSUs and restricted shares is expected to
be recognized over a weighted average period of approximately 2 years. Unrecognized compensation cost related to stock options totaling
$180 million as of December 31, 2008 is expected to be recognized over a weighted average period of approximately 3 years.

Option activity under the Company’s stock option plans as of December 31, 2008 and changes during the three years ended December 31, 2008
were as follows (in thousands; except exercise price and number of years):

W e ighte d
Ave rage
W e ighte d Re m aining
Ave rage C on tractu al Aggre gate
O ption Te rm Intrin sic
O ptions Price (in Ye ars) Value
Outstanding at January 1, 2006 23,392 $ 34.14
Granted 4,057 $ 62.60
Exercised (2,676) $ 23.07
Cancelled (814) $ 50.20
Outstanding at December 31, 2006 23,959 $ 39.65
Granted 3,106 $ 74.04
Exercised (4,126) $ 27.60
Cancelled (711) $ 52.85
Outstanding at December 31, 2007 22,228 $ 46.27
Granted 3,020 $ 77.90
Exercised (1,789) $ 37.83
Cancelled (1,375) $ 58.94
Outstanding at December 31, 2008 22,084 $ 50.49 6 $ 264,897
Vested and Expected to Vest at December 31, 2008 21,393 $ 49.79 6 $ 264,661
Exercisable at December 31, 2008 12,722 $ 37.48 4 $ 256,673

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Options outstanding at December 31, 2008 are summarized below:

O u tstan ding Exe rcisable


Ave rage Ave rage Ave rage
S h are s Exe rcise Re m aining S h are s Exe rcise
Exe rcise Price (th ou san ds) Price Life (th ou san ds) Price
$20.73 to $30.64 5,022 $ 24.94 2.0 4,994 $ 24.91
$30.65 to $41.74 4,183 $ 35.78 4.0 4,182 $ 35.78
$41.75 to $57.14 4,187 $ 52.17 6.0 2,365 $ 51.90
$57.15 to $72.84 3,550 $ 63.17 8.0 784 $ 63.62
$72.85 to $83.39 5,142 $ 77.28 9.0 397 $ 76.16

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last
trading day of 2008 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option
holders had all option holders exercised their options on December 31, 2008. The amount of aggregate intrinsic value will change based on the
fair market value of the Company’s stock.

The aggregate intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006 was $64 million, $201 million and
$110 million, respectively. Exercise of options during the years ended December 31, 2008, 2007 and 2006 resulted in cash receipts of $63 million,
$113 million, and $60 million, respectively. The Company recognized a tax benefit of approximately $20 million, $66 million, and $36 million in
2008, 2007 and 2006, respectively related to the exercise of employee stock options, which has been recorded as an increase to additional paid-
in capital.

The following table summarizes information on unvested restricted stock units and restricted shares activity during the three years ended
December 31, 2008:

Nu m be r of W e ighte d-
RS Us / Ave rage
Re stricte d Grant-
S h are s (in Date Fair
thou san ds) Value
Unvested at January 1, 2006 1,091 $ 49.94
Forfeited (30) 56.70
Vested —
Granted 536 62.13
Unvested at December 31, 2006 1,597 54.14
Forfeited (48) 66.63
Vested —
Granted 532 79.18
Unvested at December 31, 2007 2,081 59.96
Forfeited (110) 71.61
Vested (136) 67.51
Granted 229 75.54
Unvested at December 31, 2008 2,064 $ 60.57

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(16) RESTRUCTURING AND OTHER RELATED CHARGES:


The Company initiated a series of restructuring actions during the fourth quarter of 2008 to better position the Company’s cost base for future
periods. As a result, the Company recorded pre-tax restructuring and other related charges totaling $82.0 million ($61.5 million, net of tax or
$0.18 per diluted share) as indicated in the following table ($ in thousands):

Accrue d as of
Total Paid / De ce m be r 31,
Expe n se S e ttle d 2008
Restructuring Charges
Employee severance and related $ 72,257 $(19,526) $ 52,731
Facility exit and related 3,753 (1,167) 2,586
Total Restructuring $ 76,010 $(20,693) $ 55,317

Other Related Charges


Property, plant & equipment impairment $ 1,557
Inventory impairment 4,398
Total Restructuring and Other Related Charges $ 81,965

The restructuring and other related charges are intended to improve future operational efficiency through targeted workforce reductions and
manufacturing facility consolidations and closures. The fourth quarter 2008 restructuring activities resulted in net workforce reductions of
approximately 1,800 associates and thirteen facility closures, the majority of which have been completed as of December 31, 2008. Remaining
workforce reductions and facility closure activities associated with the fourth quarter 2008 restructuring activities to be completed during 2009
are not significant.

Severance benefits related to workforce reductions were accrued in accordance with the requirements of SFAS No. 146, “Accounting for the
Costs Associated with Exit or Disposal Activities.” The majority of severance benefits will be paid within twelve months of accrual. The
severance benefits for affected employees were provided under a special-benefit arrangement; applicable union agreements; or local statutory
requirements, as appropriate.

In conjunction with the closing of facilities, certain inventory was written off as unusable in future operating locations. This inventory
consisted principally of component parts and raw materials, which were either redundant to inventory at the facilities being merged or were not
economically feasible to relocate since the inventory was purchased to operate on equipment and tooling which was not being relocated. In
addition, asset impairment charges have been recorded in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-
Lived Assets, to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for
the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to
dispose of such assets.

The nature of the restructuring and related activities were broadly consistent throughout the Company’s reportable segments and resulted in
the pre-tax charges during the year ended December 31, 2008 as reflected in the table below ($ in thousands):

Total
Re stru ctu rin g
O the r an d O the r
Re stru ctu rin g Re late d Re late d
S e gm e n t C h arge s C h arge s C h arge s
Professional Instrumentation $ 26,786 $ 2,027 $ 28,813
Medical Technologies 23,047 3,034 26,081
Industrial Technologies 22,199 894 23,093
Tools & Components 3,978 — 3,978
$ 76,010 $ 5,955 $ 81,965

The restructuring and other related charges, consisting of $76 million cash charges and $6 million non-cash charges, are reflected in the
following captions in the accompanying consolidated statement of earnings ($ in thousands):

Ye ar En de d
S tate m e n t of Earn ings De ce m be r 31,
C aption 2008
Cost of sales $ 33,130
Selling, general and administrative expenses 48,835
$ 81,965

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(17) SEGMENT DATA:


The Company currently operates in four reportable segments: Professional Instrumentation, Medical Technologies, Industrial Technologies
and Tools & Components.

Operating profit represents total revenues less operating expenses, excluding other expense, interest and income taxes. The identifiable assets
by segment are those used in each segment’s operations. Inter-segment amounts are not significant and are eliminated to arrive at
consolidated totals.

Detailed segment data for the years ended December 31, 2008, 2007 and 2006 is presented in the following table ($ in thousands):

2008 2007 2006


Total Sales:
Professional Instrumentation $ 4,860,764 $ 3,537,912 $ 2,906,464
Medical Technologies 3,277,026 2,997,986 2,219,976
Industrial Technologies 3,265,451 3,153,377 2,988,820
Tools & Components 1,294,215 1,336,642 1,350,796
$12,697,456 $11,025,917 $ 9,466,056
Operating Profit:
Professional Instrumentation $ 907,254 $ 709,502 $ 625,577
Medical Technologies 370,473 393,230 261,604
Industrial Technologies 522,112 532,477 467,737
Tools & Components 157,673 175,634 194,063
Other (88,035) (70,134) (48,771)
$ 1,869,477 $ 1,740,709 $ 1,500,210
Identifiable Assets:
Professional Instrumentation $ 6,585,262 $ 6,692,014 $ 2,691,045
Medical Technologies 6,189,622 6,160,557 5,534,139
Industrial Technologies 3,394,792 3,536,156 3,623,745
Tools & Components 787,469 801,117 824,408
Other 532,983 282,091 190,814
$17,490,128 $17,471,935 $12,864,151
Liabilities:
Professional Instrumentation $ 1,295,015 $ 1,286,739 $ 784,195
Medical Technologies 1,521,717 1,489,739 1,482,332
Industrial Technologies 835,226 828,963 832,452
Tools & Components 227,003 214,784 238,740
Other 3,802,605 4,566,022 2,881,772
$ 7,681,566 $ 8,386,247 $ 6,219,491

Depreciation and Amortization:


Professional Instrumentation $ 130,427 $ 64,802 $ 48,830
Medical Technologies 123,481 119,673 84,284
Industrial Technologies 64,358 63,206 61,163
Tools & Components 21,021 20,811 21,420
$ 339,287 $ 268,492 $ 215,697

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Capital Expenditures, Gross


Professional Instrumentation $ 40,941 $ 39,010 $ 34,478
Medical Technologies 61,725 47,618 31,609
Industrial Technologies 41,548 48,024 44,706
Tools & Components 24,375 20,908 25,618
Other 25,194 6,511 —
$193,783 $162,071 $136,411

Operations in Geographical Areas


Year Ended December 31

($ in thou san ds) 2008 2007 2006


Total Sales:
United States $ 6,646,609 $ 5,928,296 $5,108,477
Germany 1,799,397 1,294,624 1,460,199
China 771,881 397,246 320,053
United Kingdom 485,823 517,495 362,648
All other 2,993,746 2,888,256 2,214,679
$12,697,456 $11,025,917 $9,466,056
Long-lived assets*:
United States $ 8,393,908 $ 8,511,540 $5,471,426
Germany 1,553,787 1,430,396 1,494,135
United Kingdom 467,860 658,388 604,496
All other 2,887,454 2,821,844 1,856,162
$13,303,009 $13,422,168 $9,426,219

* Amounts presented for the year ended December 31, 2007 have been restated to reflect the finalization of the purchase accounting and
associated allocation of long-lived assets, including goodwill and other intangible assets, to appropriate geographies related to the
November 2007 acquisition of Tektronix.

2008 2007 2006


Sales Originating outside the US:
Professional Instrumentation $2,758,463 $1,935,506 $1,542,370
Medical Technologies 2,102,900 1,884,520 1,465,328
Industrial Technologies 1,653,193 1,579,805 1,464,208
Tools & Components 246,301 221,914 182,997
$6,760,857 $5,621,745 $4,654,903

Sales by Major Product Group:


Year Ended December 31

($ in thou san ds) 2008 2007 2006


Analytical and physical instrumentation $ 4,925,171 $ 3,561,375 $2,917,806
Medical & dental products 3,277,026 2,997,986 2,219,976
Motion and industrial automation controls 1,720,696 1,652,947 1,596,713
Mechanics and related hand tools 891,269 941,647 935,574
Product identification 872,417 886,080 854,033
Aerospace and defense 695,559 638,145 560,691
All other 315,318 347,737 381,263
Total $12,697,456 $11,025,917 $9,466,056

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(18) QUARTERLY DATA-UNAUDITED ($ in thousands, except per share data):

2008
1st 2n d 3rd 4th
Q u arte r Q u arte r Q u arte r Q u arte r
Net sales $3,028,874 $3,283,895 $3,208,181 $3,176,506
Gross profit 1,417,716 1,560,299 1,510,570 1,451,609
Operating profit 413,222 510,464 522,140 423,651
Net earnings 276,505 363,448 371,992 305,686
Earnings per share:
Basic $ 0.87 $ 1.14 $ 1.16 $ 0.96
Diluted $ 0.83 $ 1.09 $ 1.11 $ 0.92

2007
1st 2n d 3rd 4th
Q u arte r Q u arte r Q u arte r Q u arte r
Net sales $2,521,704 $2,631,885 $2,731,151 $3,141,177
Gross profit 1,139,903 1,201,251 1,249,211 1,450,530
Operating profit 370,117 442,888 462,934 464,770
Earnings from continuing operations 251,616 307,656 334,501 320,225
Net earnings 254,804 311,154 483,721 320,225
Earnings per share from continuing operations:
Basic $ 0.80 $ 1.00 $ 1.08 $ 1.02
Diluted $ 0.77 $ 0.95 $ 1.03 $ 0.97
Earnings per share:
Basic $ 0.81 $ 1.01 $ 1.56 $ 1.02
Diluted $ 0.78 $ 0.96 $ 1.48 $ 0.97

(19) NEW ACCOUNTING PRONOUNCEMENTS:


In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS No. 141R) and SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”). SFAS 141R establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the
nature and financial effects of the business combination. SFAS No. 160 clarifies the classification of noncontrolling interests in the financial
statements and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests.
SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008 and impact
the accounting for acquisitions completed after January 1, 2009. The adoption of SFAS No. 141R will likely have an impact on the Company’s
consolidated financial position and results of operations; however, the magnitude of that impact is dependent on the frequency and relative
size of the acquisitions completed by the Company. In general, more frequent acquisition activity and relatively larger acquisitions will have a
more significant impact. The adoption of SFAS No. 160 on the Company’s consolidated financial position and results of operations is not
expected to be significant.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 provides guidance for using
fair value to measure assets and liabilities. It also responds to investors’ requests for expanded information about the extent to which
companies measure assets and liabilities at fair value, the

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information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS
No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157 did not
have a material effect on the Company’s consolidated financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an
amendment of FASB Statement No. 115” (SFAS No. 159). SFAS No. 159 expands the use of fair value accounting but does not affect existing
standards that require assets or liabilities to be carried at fair value. Under SFAS No. 159, a company may elect to use fair value to measure
accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees
and issued debt. Other eligible items include firm commitments for financial instruments that otherwise would not be recognized at inception
and non-cash warranty obligations where a warrantor is permitted to pay a third party to provide the warranty goods or services. If the use of
fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred, such as debt
issuance costs. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar
instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair
value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS No. 159,
changes in fair value are recognized in earnings. SFAS No. 159 was effective for financial statements issued for fiscal years beginning after
November 15, 2007. The adoption of SFAS No. 159 did not have a material effect on the Company’s consolidated financial position and results
of operations.

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48) “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109”, to clarify certain aspects of accounting for uncertain tax positions, including issues related to the recognition and
measurement of those tax positions. The Company adopted FIN 48 as of January 1, 2007, as required. As a result of the implementation, the
Company recognized a decrease of $63 million in the liability for unrecognized tax benefits, which was accounted for as an increase to the
January 1, 2007 balance of retained earnings.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None

ITEM 9A. CONTROLS AND PROCEDURES


Our management, with the participation of our President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer,
has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our President and Chief Executive Officer, and
Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, our disclosure controls and
procedures were effective.

Management’s annual report on our internal control over financial reporting and the independent registered public accounting firm’s audit
report on the effectiveness of our internal control over financial reporting are included in our financial statements for the year ended
December 31, 2008 included in Item 8 of this Annual Report on Form 10-K, under the headings “Report of Management on Danaher
Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control
Over Financial Reporting”, respectively, and are incorporated herein by reference.

There have been no changes in our internal control over financial reporting that occurred during our most recent completed fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION


H. Lawrence Culp, Jr., Danaher’s President and Chief Executive Officer, and a limited liability company of which Mr. Culp is the sole member
(the “LLC”) and which holds certain of Mr. Culp’s outstanding stock options, on or before February 28, 2009 will enter into pre-arranged stock
trading plans in accordance with Rule 10b5-1 under the Securities and Exchange Act of 1934 and Danaher’s policy with respect to the adoption
of 10b5-1 plans. The plans are intended to allow Mr. Culp and the LLC to spread stock trades relating to expiring options over an extended
period of time on pre-arranged dates.

Under the plans, Mr. Culp and the LLC may sell in the open market at prevailing prices on specified dates (subject to minimum price thresholds
set forth in his plan) an aggregate of up to 2,000,000 shares to be acquired upon exercise of stock options that were granted to Mr. Culp in 2000
and are scheduled to expire in July 2010. Any sales will be made during the period from April 2009 until the plans terminate in December 2009.
The transactions under the plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

Certain other officers and directors of Danaher may from time to time enter into trading plans established in accordance with Rule 10b5-1.
Except to the extent required by law, Danaher does not undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors
in the future or to report any modifications or terminations of any publicly announced trading plan.

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PART III
Code of Ethics
We have adopted a code of business conduct and ethics for directors, officers (including Danaher’s principal executive officer, principal
financial officer and principal accounting officer) and employees, known as the Standards of Conduct. The Standards of Conduct are available
in the “Investors – Corporate Governance” section of our website at www.danaher.com. Stockholders may request a free copy of the
Standards of Conduct from:
Danaher Corporation
Attention: Investor Relations
2099 Pennsylvania Avenue, N.W.
12th Floor
Washington, D.C. 20006

We intend to disclose any amendment to the Standards of Conduct that relates to any element of the code of ethics definition enumerated in
Item 406(b) of Regulation S-K, and any waiver from a provision of the Standards of Conduct granted to any director, principal executive officer,
principal financial officer, principal accounting officer, or any of our other executive officers, in the “Investors – Corporate Governance”
section of our website, at www.danaher.com, within four business days following the date of such amendment or waiver.

ITEMS 10 THROUGH 14.


The information required under Items 10 through 14 is incorporated herein by reference to such information included in our Proxy Statement
for our 2009 annual meeting, and to the information under the caption “Executive Officers of the Registrant” in Part I, hereof.

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a) The following documents are filed as part of this report.
(1) Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this report
on Form 10-K.
(2) Schedules. An index of Exhibits and Schedules is on page 104 of this report. Schedules other than those listed below have been omitted
from this Annual Report because they are not required, are not applicable or the required information is included in the financial
statements or the notes thereto.
(3) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report.

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DANAHER CORPORATION
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULES

Page Nu m be r in
Form 10-K
Schedules:
Report of Independent Registered Public Accounting Firm on Schedule 112
Valuation and Qualifying Accounts 113

EXHIBIT INDEX

Exh ibit
Nu m be r De scription
2.1 Agreement and Plan of Merger, dated as of October 14, 2007, Incorporated by reference to Exhibit 2.1 to Danaher Corporation’s
among Danaher Corporation, Raven Acquisition Corp. and Current Report on Form 8-K filed with the Commission on
Tektronix * October 15, 2007.
3.1 Restated Certificate of Incorporation of Danaher Corporation Incorporated by reference to Exhibit 3.1 to Danaher Corporation’s
Current Report on Form 8-K filed on September 12, 2007
3.2 Amended and Restated By-laws of Danaher Corporation Incorporated by reference to Exhibit 3.2 to Danaher Corporation’s
Current Report on Form 8-K filed on July 10, 2008.
4 Danaher is a party to multiple long-term debt instruments under
which, in each case, the total amount of securities authorized
does not exceed 10% of the total assets of Danaher and its
subsidiaries on a consolidated basis. Pursuant to paragraph
4(iii)(A) of Item 601(b) of Regulation S-K, Danaher agrees to
furnish a copy of such instruments to the Securities and
Exchange Commission upon request.
10.1 Danaher Corporation 2007 Stock Incentive Plan, as amended**
10.2 Danaher Corporation Non-Employee Directors’ Deferred
Compensation Plan, as amended, a sub-plan under the 2007
Stock Incentive Plan

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10.3 Amended Form of Election to Defer under the Danaher


Corporation Non-Employee Directors’ Deferred Compensation
Plan
10.4 Danaher Corporation 2007 Stock Incentive Plan Stock Option Incorporated by reference to Exhibit 10.4 to Danaher
Agreement for Non-Employee Directors Corporation’s Quarterly Report on Form 10-Q for the quarter
ended September 28, 2007.
10.5 Danaher Corporation 2007 Stock Incentive Plan Stock Option Incorporated by reference to Exhibit 10.4 to Danaher
Agreement for U.S. Employees** Corporation’s Quarterly Report on Form 10-Q for the quarter
ended June 29, 2007.
10.6 Danaher Corporation 2007 Stock Incentive Plan Stock Option
Agreement for non-U.S. Employees, as amended**
10.7 Danaher Corporation 2007 Stock Incentive Plan RSU Agreement
for U.S. Employees, as amended**
10.8 Danaher Corporation 2007 Stock Incentive Plan RSU Agreement
for non-U.S. Employees, as amended**
10.9 Amended and Restated Danaher Corporation 1998 Stock Option
Plan**
10.10 Form of Grant Acceptance Agreement under Amended and Incorporated by reference to Exhibit 10.2 to Danaher
Restated Danaher Corporation 1998 Stock Option Plan** Corporation’s Form 10-K for the year ended December 31, 2004
10.11 Form of Restricted Stock Unit Award Statement under 1998 Incorporated by reference to Exhibit 10.7 to Danaher
Stock Option Plan (U.S. Participants)** Corporation’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2006.
10.12 Form of Restricted Stock Unit Award Statement under 1998 Incorporated by reference to Exhibit 10.1 to Danaher
Stock Option Plan (non-U.S. Participants)** Corporation’s Quarterly Report on Form 10-Q for the quarter
September 29, 2006.
10.13 Danaher Corporation & Subsidiaries Amended and Restated
Executive Deferred Incentive Program**
10.14 Danaher Corporation 2007 Executive Cash Incentive
Compensation Plan, as amended **
10.15 Danaher Corporation Senior Leader Severance Pay Plan**

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10.16 Employment Agreement by and between Danaher Corporation


and H. Lawrence Culp, Jr., dated as of July 18, 2000 and
amended as of December 30, 2008**
10.17 Non-Qualified Stock Option Agreement dated as of March 26, Incorporated by reference to Exhibit 10.3 to Danaher
2003 by and between Danaher Corporation and H. Lawrence Corporation’s Form 10-Q for the quarter ended September 26,
Culp, Jr.** 2003
10.18 Danaher Corporation Share Award Agreement dated as of Incorporated by reference to Annex C to Danaher Corporation’s
March 26, 2003 by and between Danaher Corporation and H. 2003 Proxy Statement on Schedule 14A filed with the Commission
Lawrence Culp, Jr.** on April 1, 2003
10.19 Offer letter dated as of May 4, 2000 by and between Danaher Incorporated by reference to Exhibit 10.8 to Danaher
Corporation and Philip W. Knisely** Corporation’s Form 10-K for the year ended December 31, 2002
10.20 Form of Noncompetition Agreement for Named Executive Incorporated by reference to Exhibit 10.2 to Danaher
Officers (including schedule of parties)*** Corporation’s Form 10-Q for the quarter ended July 2, 2004
10.21 Consulting Agreement by and between Danaher Corporation Incorporated by reference to Exhibit 10.1 to Current Report on
and Steven E. Simms dated March 11, 2008 Form 8-K filed on March 14, 2008
10.22 Description of compensation arrangements for non-
management directors**
10.23 Credit Agreement, dated as of April 25, 2006, among the lenders Incorporated by reference to Exhibit (b)(1) to the Sybron Dental
referred to therein, Banc of America Securities LLC and Specialties Schedule TO-T/A filed on April 26, 2006
Citigroup Global Markets Inc. as Joint Lead Arrangers and Joint
Book Managers, Bank of America, N.A., as Administrative
Agent and Swing Line Lender, Citibank, N.A., as Syndication
Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch, JPMorgan Chase Bank, N.A. and Wachovia Bank,
National Association, as Documentation Agents (“2006 Credit
Agreement”)
10.24 First Amendment to 2006 Credit Agreement Incorporated by reference to Exhibit 10.27 to Danaher
Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2007

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10.25 Credit Agreement, dated as of November 13, 2007, among Incorporated by reference to Exhibit 10.1 to Danaher
Danaher Corporation, Morgan Stanley Senior Funding, Inc., as Corporation’s Current Report on Form 8-K filed on November 15,
Administrative Agent, Sole Lead Arranger and Book Manager, 2007
UBS Securities LLC, as Senior Managing Agent, and the
lenders referred to therein (“2007 Credit Agreement”).
10.26 First Amendment to 2007 Credit Agreement Incorporated by reference to Exhibit 10.1 to Danaher
Corporation’s Quarterly Report on Form 10-Q for the quarter
ended September 26, 2008
10.27 Commercial Paper Dealer Agreement between Danaher Incorporated by reference to Exhibit 10.1 to Danaher
Corporation, as Issuer, and Goldman, Sachs & Co., as Dealer, Corporation’s Current Report on Form 8-K filed on May 11, 2006.
dated May 5, 2006
10.28 Commercial Paper Issuing and Paying Agent Agreement by and Incorporated by reference to Exhibit 10.2 to Danaher
between Danaher Corporation and Deutsche Bank Trust Corporation’s Current Report on Form 8-K filed on May 11, 2006.
Company Americas, dated May 5, 2006
10.29 Dealer Agreement between Danaher European Finance S.A., as Incorporated by reference to Exhibit 10.3 to Danaher
Issuer, Danaher Corporation, as Guarantor, and Lehman Corporation’s Current Report on Form 8-K filed on May 11, 2006.
Brothers International (Europe), as Dealer and Arranger, dated
May 8, 2006
10.30 Issuing and Paying Agency Agreement among Danaher Incorporated by reference to Exhibit 10.4 to Danaher
European Finance S.A., Danaher Corporation and Deutsche Corporation’s Current Report on Form 8-K filed on May 11, 2006.
Bank AG, London Branch dated May 8, 2006
10.31 Management Agreement dated February 15, 2007 by and Incorporated by reference to Exhibit 10.1 to Danaher
between FJ900, Inc. and Joust Capital, LLC**** Corporation’s Current Report on Form 8-K filed on February 20,
2007.
10.32 Interchange Agreement dated February 15, 2007 by and Incorporated by reference to Exhibit 10.2 to Danaher
between Danaher Corporation and Joust Capital, LLC***** Corporation’s Current Report on Form 8-K filed on February 20,
2007.
10.33 Form of Proprietary Interest Agreement for Named Executive
Officers (with severance) ***
10.34 Form of Proprietary Interest Agreement for Named Executive
Officers

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10.35 Form of Director and Officer Indemnification Agreement


12.1 Calculation of ratio of earnings to fixed charges
21.1 Subsidiaries of Registrant
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certification of Chief Executive Officer Pursuant to
Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to
Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer, Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer, Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Danaher undertakes to furnish supplemental
copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
** Indicates management contract or compensatory plan, contract or arrangement.
*** Indicates management contract or compensatory plan, contract or arrangement. In addition, in accordance with Instruction 2 to
Item 601(a)(4) of Regulation S-K, Danaher has entered into or will enter into an

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agreement with each Named Executive Officer named in the exhibit that is substantially identical in all material respects to the form of
agreement attached, except as to the name of the counterparty.
**** In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. has entered into a management agreement that is
substantially identical in all material respects to the form of agreement attached as Exhibit 10.31, except as to the name of the
counterparty (Joust Capital II, LLC).
***** In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation has entered into an interchange agreement
that is substantially identical in all material respects to the form of agreement attached as Exhibit 10.32, except as to the name of the
counterparty (Joust Capital II, LLC).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

DANAHER CORPORATION

Date: February 24, 2009 By: /s/ H. LAWRENCE CULP, JR.


H. Lawrence Culp, Jr.
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated:

Nam e , Title an d
S ignature Date

/s/ H. LAWRENCE CULP, JR. February 24, 2009


H. Lawrence Culp, Jr.
President, Chief Executive Officer and Director

/s/ STEVEN M. RALES February 24, 2009


Steven M. Rales
Chairman of the Board

/s/ MITCHELL P. RALES February 24, 2009


Mitchell P. Rales
Chairman of the Executive Committee

/s/ WALTER G. LOHR, JR. February 24, 2009


Walter G. Lohr, Jr.
Director

/s/ DONALD J. EHRLICH February 24, 2009


Donald J. Ehrlich
Director

/s/ MORTIMER M. CAPLIN February 24, 2009


Mortimer M. Caplin
Director

/s/ JOHN T. SCHWIETERS February 24, 2009


John T. Schwieters
Director

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/s/ ALAN G. SPOON February 24, 2009


Alan G. Spoon
Director

/s/ LINDA P. HEFNER February 24, 2009


Linda P. Hefner
Director

/s/ DANIEL L. COMAS February 24, 2009


Daniel L. Comas
Executive Vice President and Chief Financial Officer

/s/ ROBERT S. LUTZ February 24, 2009


Robert S. Lutz
Vice President and Chief Accounting Officer

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Danaher Corporation:


We have audited the consolidated financial statements of Danaher Corporation as of December 31, 2008 and 2007, and for each of the three
years in the period ended December 31, 2008, and have issued our report thereon dated February 23, 2009 (included elsewhere in this Form 10-
K). Our audits also included the financial statement schedule listed in Item 15 of this Form 10-K. This schedule is the responsibility of the
Company’s management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

McLean, Virginia
February 23, 2009

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Table of Contents

DANAHER CORPORATION AND SUBSIDIARIES


SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Balan ce at C h arge d C h arge d W rite O ffs,


Be ginn ing to C osts to othe r W rite Down s Balan ce at
C lassification of Pe riod & Expe n se s Accou n ts & De du ction s En d of Pe riod
Year Ended December 31, 2008
Allowances deducted from asset account:
Allowance for doubtful accounts: $ 108,781 $ 34,957 $ 1,920 (a) $ 24,928 $ 120,730
Year Ended December 31, 2007
Allowances deducted from asset account:
Allowance for doubtful accounts: $ 102,369 $ 23,165 $ 5,340 (a) $ 22,093 $ 108,781
Year Ended December 31, 2006
Allowances deducted from asset account:
Allowance for doubtful accounts: $ 89,994 $ 22,999 $ 6,728 (a) $ 17,352 $ 102,369

Notes: (a)—Amounts related to businesses acquired, net of amounts related to businesses disposed.

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Exhibit 10.1

DANAHER CORPORATION
2007 STOCK INCENTIVE PLAN
Amended and Restated Effective as of January 1, 2009

1. Purpose of the Plan. Danaher Corporation, a Delaware corporation, wishes to recruit and retain key Employees and outside Directors. To
further these objectives, the Company hereby sets forth the Danaher Corporation 2007 Stock Incentive Plan. Under the Plan, the
Company may make grants of Options, Stock Appreciation Rights, Restricted Stock Units, and Other Stock-Based Awards. The Company
may also make direct grants of Common Stock in the form of Restricted Stock Grants to Participants as a bonus or other incentive or grant
such stock in lieu of Company obligations to pay cash under other plans or compensatory arrangements, including any deferred
compensation plans. The Plan constitutes an amendment to, and substitution for, the Danaher Corporation 1998 Stock Option Plan.
2. Definitions. As used herein, the following definitions shall apply:
“Administrator” means the Board or the Compensation Committee of the Board, unless the Board specifies another committee.
“Applicable Period” with respect to any Performance Period for an Award means a period beginning on or before the first day of the
Performance Period and ending no later than the earlier of (i) the 90th day of the Performance Period or (ii) the date on which 25% of the
Performance Period has been completed.
“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards
(each as defined below).
“Award Certificate” means a certificate setting forth the terms and conditions of an Award.
“Board” means the Board of Directors of the Company.
“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the regulations issued with respect thereof.
“Committee” means the Compensation Committee of the Board in accordance with Section 4(a) of the Plan.
“Common Stock” means the common stock of the Company.
“Company” means Danaher Corporation, a Delaware corporation.
“Covered Employees” means any person who is a “covered employee” within the meaning of Code Section 162(m).
“Date of Grant” will be the date as of which the Administrator grants an Award to a person.
“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than
twelve months.
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“Early Retirement” means an employee voluntarily ceases to be an Employee and both (i) the employment termination occurs before the
Employee reaches age sixty-five (65) and (ii) the Administrator determines that the cessation constitutes Retirement for purposes of this
Plan. In deciding whether a termination of employment is an Early Retirement, the Administrator need not consider the definition under
any other Company benefit plan.
“Eligible Director” (or “Director”) means a non-employee director of the Company or one of its Eligible Subsidiaries.
“Eligible Subsidiary” means each of the Company’s Subsidiaries, except as the Administrator otherwise specifies.
“Employee” means any person employed as a common law employee of the Company or an Eligible Subsidiary.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exercise Price” means, in the case of an Option, the value of the consideration that an Optionee must provide in exchange for one share
of Common Stock. In the case of a SAR, “Exercise Price,” means an amount which is subtracted from the Fair Market Value in determining
the amount payable upon exercise of such SAR.
“Fair Market Value” means, as of any date, the fair market value of a share of Common Stock for purposes of the Plan which will be
determined as follows:
(i) If the Common Stock is traded on the New York Stock Exchange or other national securities exchange, the closing sale price on that
date;
(ii) If the Common Stock is not traded on any such exchange, the closing sale price as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) for such date; if no such closing sale price information is
available, the average of the closing bid and asked prices as reported by Nasdaq for such date; or if there are no such closing bid
and asked prices, the average of the closing bid and asked prices as reported by any other commercial service for such date.
(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator and in compliance with Code Section 409A.
For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date shall be determined by using the
closing sale price or the average of the closing bid and asked prices, as appropriate, for the immediately preceding trading day.
“Gross Misconduct” means the Participant has:
(i) Committed fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Company or any
Subsidiary thereof, or any other action in willful disregard of the interests of the Company or any Subsidiary thereof;
(ii) Been convicted of, or pled guilty or no contest to, (i) a felony, (ii) any misdemeanor (other than a traffic violation) with respect to
his/her employment, or (iii) any other crime or activity that would impair his/her ability to perform his/her duties or impair the
business reputation of the Company or any Subsidiary thereof;

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(iii) Refused or willfully failed to adequately perform any duties assigned to him/her; or
(iv) Refused or willfully failed to comply with standards, policies or procedures of the Company or any Subsidiary thereof, including
without limitation the Company’s Standard of Conduct as amended from time to time.
“Incentive Stock Option” or “ISO” means a stock option intended to qualify as an incentive stock option within the meaning of Code
Section 422.
“Normal Retirement” means an employee voluntarily ceases to be an Employee at or after reaching age sixty-five (65).
“Option” means a stock option granted pursuant to the Plan that is not an ISO, entitling the Optionee to purchase Shares.
“Optionee” means an Employee or Director who has been granted an Option under this Plan or, where appropriate, a person authorized
to exercise an Option in place of the intended original Optionee.
“Other Stock-Based Awards” are Awards (other than Options, SARs, RSUs and Restricted Stock Grants) that are denominated in, valued
in whole or in part by reference to, or otherwise based on or related to, Common Stock.
“Participant” means Optionees and Recipients, collectively. The term “Participant” also includes, where appropriate, a person authorized
to exercise an Option or hold or receive another Award in place of the intended original Optionee or Recipient.
“Performance Objectives” means one or more objective, measurable performance factors as determined by the Committee (as described in
Section 4(b) of the Plan) with respect to each Performance Period based upon one or more of the factors set forth in Section 14 of the
Plan.
“Performance Period” means a period for which Performance Objectives are set and during which performance is to be measured to
determine whether a Participant is entitled to payment of an Award under the Plan. A Performance Period may coincide with one or more
complete or partial calendar or fiscal years of the Company. Unless otherwise designated by the Committee, the Performance Period will
be based on the calendar year.
“Plan” means this 2007 Stock Incentive Plan, as amended from time to time.
“Recipient” means an Employee or Director who has been granted an Award other than an Option under this Plan or, where appropriate,
a person authorized to hold or receive such an Award in place of the intended original Recipient.
“Restricted Stock Grant” means a direct grant of Common Stock, as awarded under Section 8 of the Plan.

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“Restricted Stock Unit” or “RSU” means a bookkeeping entry representing an unfunded right to receive (if conditions are met) one share
of Common Stock, as awarded under Section 9 of the Plan.
“Retirement” means both Early Retirement and Normal Retirement, as defined herein.
“Section 16 Persons” means those officers, directors or other persons who are subject to Section 16 of the Exchange Act.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Stock Appreciation Right” or “SAR” means any right granted under Section 7 of the Plan.
“Subsidiary” means any corporation, limited liability company, partnership or other entity (other than the Company) in an unbroken
chain beginning with the Company if, at the time an Award is granted to a Participant under the Plan, each of such entities (other than
the last entity in the unbroken chain) owns stock or other equity possessing twenty percent (20%) or more of the total combined voting
power of all classes of stock or equity in one of the other entities in such chain.
“1998 Plan” means the Amended and Restated Danaher Corporation 1998 Stock Option Plan, as amended.
3. Eligibility. All Employees and Eligible Directors are eligible for Awards under this Plan. Eligible Employees and Directors become
Optionees or Recipients when the Administrator grants them, respectively, an Option or one of the other Awards under this Plan.
4. Administration of the Plan.
(a) The Administrator. The Administrator of the Plan will be the Compensation Committee of the Board, unless the Board specifies
another committee. The Board may also act under the Plan as though it were the Committee. The Administrator is responsible for
the general operation and administration of the Plan and for carrying out its provisions and has full discretion in interpreting and
administering the provisions of the Plan. Subject to the express provisions of the Plan, the Administrator may exercise such powers
and authority of the Board as the Administrator may find necessary or appropriate to carry out its functions. The Administrator
may delegate its functions (other than those described in subsection 4(d) below) to Employees, to the extent permitted under
applicable Delaware corporate law.
(b) Code Section 162(m) and Rule 16b-3 Compliance. The Administrator may, but is not required to, grant Awards that are intended
to qualify as performance based compensation exempt from the deductibility limitations of Code Section 162(m). However, grants of
Awards to Covered Employees intended to qualify as performance based compensation under Code Section 162(m) shall be made
and certified only by a Committee (or a subcommittee of the Committee) consisting solely of two or more “outside directors” (as
such term is defined under Code Section 162(m)). Awards to Section 16 Persons shall be made only by a Committee (or a
subcommittee of the Committee) consisting solely of two or more non-employee Directors in accordance with Rule 16b-3.

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(c) Powers of the Administrator. The Administrator’s powers will include, but not be limited to, the power to construe and interpret the
terms of the Plan and Awards granted pursuant to the Plan; amend, waive, or extend any provision or limitation of any Award
(except as limited by the terms of the Plan); and, in order to fulfill the purposes of the Plan and without amending the Plan, to modify
Awards to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local
law, tax policies or customs.
(d) Granting of Awards. Subject to the terms of the Plan, the Administrator will, in its sole discretion, determine:
(i) Optionees and the Recipients of other Awards;
(ii) the terms of such Awards;
(iii) the schedule for exercisability and nonforfeitability (including any requirements that the Participant or the Company satisfy
performance criteria or Performance Objectives and the acceleration of the exercisability or nonforfeitability of the Awards);
(iv) the time and conditions for expiration of the Awards, and
(v) the form of payment due upon exercise or grant of Awards.
(e) Substitutions. The Administrator may also grant Awards in substitution for options or other equity interests held by individuals
who become Employees of the Company or of an Eligible Subsidiary as a result of the Company’s acquiring or merging with the
individual’s employer. If necessary to conform the Awards to the interests for which they are substitutes, the Administrator may
grant substitute Awards under terms and conditions that vary from those the Plan otherwise requires. Notwithstanding anything in
the foregoing to the contrary, any Award to any Participant who is a U.S. taxpayer will be adjusted appropriately pursuant to Code
Section 409A.
(f) Effect of Administrator’s Decision. The Administrator’s determinations under the Plan need not be uniform and need not consider
whether actual or potential Participants are similarly situated. All decisions, determinations and interpretations of the Administrator
shall be final and binding on all holders of any Award.
5. Stock Subject to the Plan.
(a) Share Limits; Shares Available. Except as adjusted below in the event of a Substantial Corporate Change (as defined in
Section 16(a) of the Plan), the aggregate number of shares of Common Stock that may be issued under the Awards may not exceed
twelve million (12,000,000) shares, of which no more than four million (4,000,000) shares may be available for Awards granted in any
form other than Options or SARs. The Common Stock may come from treasury shares, authorized but unissued shares, or
previously issued shares that the Company reacquires, including shares it purchases on the open market. If any Award expires, is
canceled, or terminates for any other reason, the shares of Common Stock available under that Award will again be available for the
granting of new Awards. Any shares of Common Stock surrendered for the payment of the Exercise Price or withholding taxes
under Options or SARs and shares of Common Stock repurchased in the open market with the proceeds of an Option exercise, may
not again be made available for issuance under the Plan.

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(b) Code Section 162(m) Limitations on Awards. Subject to the provisions of Section 15 relating to capitalization adjustments, in the
case of any Award intended to comply with Code Section 162(m), no Employee or Director shall be eligible to be granted in any
calendar year (i) one or more Options or Stock Appreciation Rights which in the aggregate cover more than ten million
(10,000,000) shares of Common Stock or (ii) one or more Restricted Stock Grants or awards of Restricted Stock Units which in the
aggregate cover the cash value equivalent of more than ten million (10,000,000) shares of Common Stock, measured as of the Date
of Grant, less $0.01 par value per share of Common Stock. To the extent required by Code Section 162(m), in applying the foregoing
limitation with respect to an Employee or Director, if any Option, Stock Appreciation Right, Restricted Stock Grant or Restricted
Stock Unit (in each case which is intended to comply with Code Section 162(m)) is canceled, the canceled Award shall continue to
count against the maximum number of shares of Common Stock, or the value thereof, if applicable, with respect to which an Award
may be granted to an Employee or Director.
(c) Stockholder Rights. Except for Restricted Stock Grants, the Participant will have no rights of a stockholder with respect to the
shares of Common Stock subject to an Award except to the extent that the Company has issued certificates for, or otherwise
confirmed ownership of, such shares upon the exercise or, as applicable, the grant or nonforfeitability, of an Award. No adjustment
will be made for a dividend or other right for which the record date precedes the date of exercise or nonforfeitability, as applicable.
(d) Fractional Shares. The Company will not issue fractional shares of Common Stock pursuant to the exercise or vesting of an Award.
Any fractional share will be rounded up and issued to the Participant in a whole share.
6. Terms and Conditions of Options.
(a) General. Options granted to Employees and Directors are not intended to qualify as Incentive Stock Options. The Administrator
may not reduce the Exercise Price of any outstanding Option, other than as provided under Section 15 below. Subject to the
foregoing, the Administrator may set whatever conditions it considers appropriate for the Options, including time-based and/or
performance-based vesting conditions.
(b) Exercise Price. The Administrator will determine the Exercise Price under each Option and may set the Exercise Price without regard
to the Exercise Price of any other Options granted at the same or any other time. The Exercise Price per share for the Options may
not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, except where a lower Exercise
Price is required to comply with Code Section 409A in the event of an Option substitution, as contemplated by Section 4(e) above,
or as provided under Section 15 below. The Company may use the consideration it receives from the Optionee for general corporate
purposes.
(c) Exercisability. The Administrator will determine the times and conditions for exercise of each Option but may not extend the period
for exercise of an Option beyond the tenth anniversary of its Date of Grant. Options will become exercisable at such times and in
such manner as the Administrator determines; provided, however, that the Administrator

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may, on such terms and conditions as it determines appropriate, accelerate the time at which the Optionee may exercise any portion
of an Option. If the Administrator does not specify otherwise at the Date of Grant, Options for Employees will become exercisable
as to one-fifth of the covered shares of Common Stock on each of the first five anniversaries of the Date of Grant, and Options for
Eligible Directors will be exercisable in full as of the Date of Grant.
No portion of an Option that is unexercisable at an Optionee’s termination of employment (for any reason other than Retirement)
will thereafter become exercisable, unless the Administrator determines otherwise, either initially or by amendment. In the event the
Participant reaches age sixty-five (65) while employed, irrespective of whether the Participant then retires, all time-based vesting
conditions on outstanding Options will be deemed satisfied in full and the Options shall become fully vested once it has been
determined that any performance-based vesting conditions or Performance Objectives have been satisfied.
(d) Method of Exercise. To exercise any exercisable portion of an Option, the Optionee must:
(i) Deliver a written notice of exercise to the Secretary of the Company (or to whomever the Administrator designates), in a form
complying with any rules the Administrator may issue and specifying the number of shares of Common Stock underlying
the portion of the Option the Optionee is exercising;
(ii) Pay the full Exercise Price by cashier’s or certified check for the shares of Common Stock with respect to which the Option is
being exercised, unless the Administrator consents to another form of payment (which could include the use of Common
Stock); and
(iii) Deliver to the Secretary of the Company (or to whomever the Administrator designates) such representations and
documents as the Administrator, in its sole discretion, may consider necessary or advisable.
Payment in full of the Exercise Price need not accompany the written notice of exercise provided the notice directs that the
shares of Common Stock issued upon the exercise be delivered, either in certificate form or in book entry form, to a licensed
broker acceptable to the Company as the agent for the individual exercising the Option and at the time the shares are
delivered to the broker, either in certificate form or in book entry form, the broker will tender to the Company cash or cash
equivalents acceptable to the Company and equal to the Exercise Price.
If the Administrator agrees to payment through the tender to the Company of shares of Common Stock, the individual
exercising the Option must have held the stock being tendered for at least six months at the time of surrender. Shares of
Common Stock offered as payment will be valued, for purposes of determining the extent to which the Optionee has paid the
Exercise Price, at their Fair Market Value on the date of exercise. The Administrator may also, in its discretion, accept
attestation of ownership of Common Stock and issue a net number of shares upon Option exercise.
(e) Term. No one may exercise an Option more than ten years after its Date of Grant.

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7. Terms and Conditions of Stock Appreciation Rights.


(a) General. A SAR represents the right to receive a payment, in cash, shares of Common Stock or both (as determined by the
Administrator), equal to the excess of the Fair Market Value on the date the SAR is exercised over the SAR’s Exercise Price, if any.
(b) Exercise Price. The Administrator will establish in its sole discretion the Exercise Price of a SAR and all other applicable terms and
conditions, including time-based and/or performance-based vesting conditions. The Exercise Price for the SAR may not be less
than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant.
(c) Exercisability. The Administrator will determine the times and conditions for exercise of each SAR but may not extend the period
for exercise of a SAR beyond the tenth anniversary of its Date of Grant. SARs will become exercisable at such times and in such
manner as the Administrator determines; provided, however, that the Administrator may, on such terms and conditions as it
determines appropriate, accelerate the time at which the Participant may exercise any portion of a SAR. If the Administrator does
not specify otherwise, SARs will become exercisable as to one-fifth of the covered shares of Common Stock on each of the first five
anniversaries of the Date of Grant.
No portion of a SAR that is unexercisable at a Participant’s termination of employment (for any reason other than Retirement) will
thereafter become exercisable, unless the Administrator determines otherwise, either initially or by amendment. In the event the
Participant reaches age sixty-five (65) while employed, irrespective of whether the Participant then retires, all time-based vesting
conditions on outstanding SARs will be deemed satisfied in full and the SARs shall become fully vested once it has been
determined that any performance-based vesting conditions or Performance Objectives have been satisfied.
(d) Term. No one may exercise a SAR more than ten years after its Date of Grant.
8. Terms and Conditions of Restricted Stock Grants.
(a) General. A Restricted Stock Grant is a direct grant of Common Stock, subject to restrictions and vesting conditions, including time-
based vesting conditions and/or the attainment of performance-based vesting conditions or Performance Objectives, as determined
by the Administrator and, with regard to Performance Objectives, determined and certified by the Committee (as described in
Section 4(b) of the Plan). The Company shall issue the shares to each Recipient of a Restricted Stock Grant either (i) in certificate
form or (ii) in book entry form, registered in the name of the Recipient, with legends or notations, as applicable, referring to the
terms, conditions, and restrictions applicable to the Award; provided that the Company may require that any stock certificates
evidencing Restricted Stock Grants be held in the custody of the Company or its agent until the restrictions thereon shall have
lapsed, and that, as a condition of any Restricted Stock Grant, the Participant shall have delivered a stock power, endorsed in blank,
relating to the shares of Common Stock covered by such Award.
(b) Purchase Price. The Administrator may satisfy any Delaware corporate law requirements regarding adequate consideration for
Restricted Stock Grants by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii) charging the
Recipients at least the par value for the shares of Common Stock covered by the Restricted Stock Grant.

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(c) Lapse of Restrictions. The shares of Common Stock underlying such Restricted Stock Grants will become nonforfeitable at such
times and in such manner as the Administrator determines; provided, however, that, except with respect to Awards the Committee
designates as covered by Performance Objectives for purposes of Code Section 162(m), the Administrator may, on such terms and
conditions as it determines appropriate, accelerate the time at which restrictions or other conditions on such Restricted Stock
Grants will lapse. If the Administrator does not specify otherwise, any time-based vesting restrictions on Restricted Stock Grants
will lapse as to one-half of the covered shares of Common Stock on each of the fourth and fifth anniversaries of the Date of Grant.
However, in the event the Participant reaches age sixty-five (65) while employed, irrespective of whether the Participant then retires,
all time-based vesting conditions on outstanding Restricted Stock Grants will be deemed satisfied in full and the Award shall
become fully vested once it has been determined that any performance-based vesting conditions or Performance Objectives have
been satisfied. Unless otherwise specified by the Administrator or by the Committee described in Section 4(b) of the Plan, any
performance-based vesting conditions or Performance Objectives must be satisfied, if at all, prior to the 10th anniversary of the
Date of Grant.
(d) Rights as a Stockholder. A Recipient who is awarded a Restricted Stock Grant under the Plan shall have the same voting, dividend
and other rights as the Company’s other stockholders. After the lapse of the restrictions without forfeiture in respect of the
Restricted Stock Grant, the Company shall remove any legends or notations referring to the terms, conditions and restrictions on
such shares of Common Stock and, if certificated, deliver to the Participant the certificate or certificates evidencing the number of
such shares of Common Stock.
9. Terms and Conditions of Restricted Stock Units.
(a) General. RSUs shall be credited as a bookkeeping entry in the name of the Employee or Eligible Director in an account maintained
by the Company. No shares of Common Stock are actually issued to the Participant in respect of RSUs on the Date of Grant. Shares
of Common Stock shall be issuable to the Participant only upon the lapse of such restrictions and satisfaction of such vesting
conditions, including time-based vesting conditions and/or the attainment of performance-based vesting conditions or Performance
Objectives, as determined by the Administrator, or in the case of Performance Objectives, determined and certified by the
Committee (as described in Section 4(b) of the Plan).
(b) Purchase Price. The Administrator may satisfy any Delaware corporate law requirements regarding adequate consideration for
RSUs by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii) charging the Recipients at least
the par value for the shares of Common Stock covered by the RSUs.
(c) Lapse of Restrictions. RSUs will vest and the underlying shares of Common Stock will become nonforfeitable at such times and in
such manner as the Administrator determines; provided, however, that, except with respect to Awards the Committee designates as
covered by Performance Objectives for purposes of complying with Code Section 162(m), the Administrator may, on such terms and
conditions as it determines appropriate, accelerate the time at which restrictions or other conditions on such RSUs

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will lapse. If the Administrator does not specify otherwise, any time-based vesting restrictions on RSUs will lapse as to one-half of
the covered shares of Common Stock on each of the fourth and fifth anniversaries of the Date of Grant. However, in the event the
Participant reaches age sixty-five (65) while employed, irrespective of whether the Participant then retires, all time-based vesting
conditions on outstanding RSUs will be deemed satisfied in full and the Award shall become fully vested once it has been
determined that any performance-based vesting conditions or Performance Objectives have been satisfied. Unless otherwise
specified by the Administrator or by the Committee described in Section 4(b) of the Plan, any performance-based vesting
conditions or Performance Objectives must be satisfied, if at all, prior to the 10th anniversary of the Date of Grant.
(d) Rights as a Stockholder. A Recipient who is awarded RSUs under the Plan shall possess no incidents of ownership with respect to
the underlying shares of Common Stock.
10. Terms and Conditions of Other Stock-Based Awards. The Administrator may grant Other Stock-Based Awards that are denominated in,
valued in whole or in part by reference to, or otherwise based on or related to, Common Stock. The purchase, exercise, exchange or
conversion of Other Stock-Based Awards and all other terms and conditions applicable to such Awards will be determined by the
Administrator in its sole discretion.
11. Termination of Employment. Unless the Administrator determines otherwise, the following rules shall govern the vesting, exercisability
and term of outstanding Awards held by a Participant in the event of termination of such Participant’s employment, where termination of
employment means the time when the active employer-employee or other active service-providing relationship between the Participant
and the Company or an Eligible Subsidiary ends for any reason, including Retirement. Unless the Administrator provides otherwise,
termination of employment will include instances in which a common law employee is terminated and immediately rehired as an
independent contractor.
(a) General. Upon termination of employment for any reason other than for death or Retirement, all unvested portions of any
outstanding Awards shall be immediately forfeited without consideration. The vested portion of any outstanding RSUs or Other
Stock-Based Awards shall be settled upon termination and, except as set forth in subsections (b) – (g) below, the Participant shall
have a period of three (3) months, commencing with the date the Participant is no longer actively employed, to exercise the vested
portion of any outstanding Options or SARs, subject to the term of the Option or SAR.
(b) Retirement. Upon termination of employment by reason of the Participant’s Retirement (Early Retirement or Normal Retirement) and
unless contrary to applicable law:
(i) Acceleration of Time-Based Vesting upon Age Sixty-Five (65). As set forth in Sections 6(c), 7(c), 8(c) and 9(c), in the event
the Participant reaches age sixty-five (65) while, employed, irrespective of whether the Participant then retires, any time-
based vesting conditions on any outstanding Awards will be deemed satisfied in full.
(ii) Acceleration of Time-Based Vesting for RSUs and Restricted Stock Grants upon Early Retirement. Unless otherwise
provided by the Administrator, in the event of a Participant’s Early Retirement, the time-based vesting of any portion of any

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RSU or Restricted Stock Grant scheduled to vest during the five-year period immediately following such Early Retirement
shall be accelerated, and any portion of such Award subject to time-based vesting conditions not scheduled to vest until
after the fifth anniversary of such Early Retirement shall be forfeited. For the avoidance of doubt, unless otherwise provided
by the Administrator the terms set forth in this 11(b)(ii) shall not apply to any Award other than RSUs and Restricted Stock
Grants.
(iii) Survival of Options and SARs. Subject to the term of the Award, any Options or SARs held by the Participant will remain
outstanding, continue to vest and may be exercised until the fifth anniversary of Retirement (or if earlier, the termination date
of the Award).
(iv) Survival to Determine Satisfaction of Performance Conditions. If any performance-based vesting conditions or
Performance Objectives remain unsatisfied as of the Retirement date, the Award shall remain outstanding for up to five years
after such date (or, if earlier, up to the termination date of the Award) to determine whether such conditions or objectives
become satisfied and the Award shall become fully vested once it has been determined that such conditions or objectives
have been satisfied within the applicable period (at which point, the vested shares of Common Stock will be delivered to the
Participant). The Administrator shall have discretion to accelerate the vesting of all or a portion of such performance-based
vesting conditions or Performance Objectives, except with respect to Awards the Committee designates as covered by
Performance Objectives for purposes of complying with Code Section 162(m).
(c) Death. Upon termination of employment by reason of the Participant’s death:
(i) All unexpired Options and SARs will become fully exercisable and, subject to the term of the Option or SAR, may be
exercised for a period of twelve months thereafter by the personal representative of the Participant’s estate or any other
person to whom the Option or SAR is transferred under a will or under the applicable laws of descent and distribution.
(ii) A portion of the outstanding RSUs and Restricted Stock Grants shall become vested which will be determined as follows.
With respect to each portion of an Award of RSUs or Restricted Stock Grant that is scheduled to vest on a particular vesting
date, upon the Participant’s death, a pro rata amount of the RSUs or the Restricted Stock Grant will vest based on the
number of complete twelve-month periods between the Date of Grant and the date of death, (provided that any partial
twelve-month period between the Date of Grant and the date of death shall also be considered a complete twelve-month
period for purposes of this pro-ration methodology), divided by the total number of twelve-month periods between the Date
of Grant and the particular, scheduled vesting date. Any fractional right to a share of Common Stock that results from
applying the pro rata methodology described herein shall be rounded up to a right to a whole share. Notwithstanding
anything in the Plan to the contrary, unless otherwise provided by the Administrator, this acceleration of the vesting will
also apply to any RSUs or Restricted Stock Grants the Committee has designated as covered by Performance Objectives for
purposes of complying with Code Section 162(m).

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(iii) With respect to any Award other than an Option, SAR, RSU or Restricted Stock Grant, all unvested portions of the Award
shall be immediately forfeited without consideration, unless otherwise provided by the Administrator.
(d) Disability. Upon termination of employment by reason of the Participant’s Disability, all unvested portions of any outstanding
Awards shall be immediately forfeited without consideration. The vested portion of any Option or SAR will remain outstanding and,
subject to the term of the Option or SAR, may be exercised by the Participant at any time until the first anniversary of the
Participant’s termination of employment for Disability. The vested portion of any Award other than an Option or SAR shall be
settled upon termination of employment.
(e) Gross Misconduct. Upon termination of employment by reason of the Participant’s Gross Misconduct, as determined by the
Administrator, all unexercised Options and SARs, unvested portions of RSUs, unvested portions of Restricted Stock Grants and
any Other Stock-Based Awards granted under the Plan shall terminate and be forfeited immediately without consideration.
(f) Post-Termination Covenants. Notwithstanding any other provision in the Plan, to the extent any Award may remain outstanding
under the terms of the Plan after termination of the Participant’s employment, the Award will nevertheless expire as of the date that
the former Employee or Director violates any covenant not to compete or any other post-employment covenant (including without
limitation any nonsolicitation, nonpiracy of employees, nondisclosure, nondisparagement, works-made-for-hire or similar
covenants) in effect between the Company and any Subsidiary thereof, on the one hand, and the former Employee or Director on
the other hand, as determined by the Administrator.
(g) Leave of Absence. The active employer-employee or other active service-providing relationship between the Participant and the
Company or an Eligible Subsidiary shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; or (iii) any
other leave of absence, in each case to the extent approved by the Administrator. For the avoidance of doubt, the Administrator, in
its sole discretion, may determine that a Participant’s leave of absence to complete a course of study will not constitute termination
of employment for purposes of the Plan. Further, during any approved leave of absence, the Administrator shall have discretion to
provide that the vesting of any Awards held by the Participant shall be frozen as of the first day of the leave and shall not resume
until and unless the Participant returns to active employment prior to the expiration of the term (if any) of the Awards, subject to
any requirements of applicable laws or contract. The Administrator, in its sole discretion, will determine all questions of whether
particular terminations or leaves of absence are terminations of active employment or service.
12. Award Certificates. The Administrator will communicate the material terms and conditions of an Award to the Participant in any form it
deems appropriate, which may include the use of an Award Certificate and/or an Award agreement that the Administrator may require the
Participant to sign. To the extent the Award Certificate or Award agreement is inconsistent with the Plan, the Plan will govern. The Award
Certificates or Award agreements may contain special rules, particularly for Participants located outside the United States. To the extent
the Administrator determines not to document the terms and conditions of an Award in an Award Certificate or Award agreement, the
terms and conditions of the Award shall be as set forth in the Plan and in the Administrator’s records.

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13. Award Holder. During the Participant’s lifetime and except as provided under Section 21 below, only the Participant or his/her duly
appointed guardian or personal representative may exercise or hold an Award (other than nonforfeitable shares of Common Stock). After
the Participant’s death, the personal representative of his or her estate or any other person authorized under a will or under the laws of
descent and distribution may exercise any then exercisable portion of an Award or hold any then nonforfeitable portion of any Award. If
someone other than the original Participant seeks to exercise or hold any portion of an Award, the Administrator may request such proof
as it may consider necessary or appropriate of the person’s right to exercise or hold the Award.
14. Performance Rules.
(a) General. Subject to the terms of the Plan, the Committee will have the authority to establish and administer performance-based
grant and/or vesting conditions and Performance Objectives with respect to such Awards as it considers appropriate, which
Performance Objectives must be satisfied, as the Committee specifies, before the Participant receives or retains an Award or before
the Award becomes nonforfeitable. Where such Awards are granted to Covered Employees, the Committee (as described in
Section 4(b) of the Plan) may designate the Awards as subject to the requirements of Code Section 162(m), in which case the
provisions of the Awards are intended to conform with all provisions of Code Section 162(m) to the extent necessary to allow the
Company to claim a Federal income tax deduction for the Awards as “qualified performance based compensation.” However, the
Committee retains the discretion to grant Awards that do not so qualify and to determine the terms and conditions of such Awards
including the Performance Objectives or other performance-based vesting conditions that shall apply to such Awards.
Notwithstanding satisfaction of applicable Performance Objectives, to the extent specified on the Date of Grant, the number of
shares of Common Stock or other benefits received under an Award that are otherwise earned upon satisfaction of such
Performance Objectives may be reduced by the Committee (but not increased) on the basis of such further considerations that the
Committee in its sole discretion shall determine. No Award subject to Code Section 162(m) shall be granted or vest, as applicable,
unless and until the date that the Committee has certified, in the manner prescribed by Code Section 162(m), the extent to which the
Performance Objectives for the Performance Period have been attained and has made its decisions regarding the extent, if any, of a
reduction of such Award.
(b) Performance Objectives. Performance Objectives will be based on one or more of the following performance-based measures
determined based on the Company and its Subsidiaries on a group-wide basis or on the basis of Subsidiary, business platform, or
operating unit results: (i) earnings per share (on a fully diluted or other basis), (ii) pretax or after tax net income, (iii) operating
income, (iv) gross revenue, (v) profit margin, (vi) stock price targets or stock price maintenance, (vi) working capital, (vii) free cash
flow, (viii) cash flow, (ix) return on equity, (x) return on capital or return on invested capital, (xi) earnings before interest, taxes,
depreciation, and amortization (EBITDA), (xii) strategic business criteria, consisting of one or more objectives based on meeting
specified revenue, market penetration, geographic business expansion goals, cost targets, or objective goals relating to acquisitions
or divestitures, or (xiv) any combination of these measures.

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The Committee shall determine whether such Performance Objectives are attained, and such determination will be final and
conclusive. Each Performance Objective may be expressed in absolute and/or relative terms, may be based on or use comparisons
with internal targets, the past performance of the Company (including the performance of one or more Subsidiaries, divisions,
business platforms, and/or operating units) and/or the past or current performance of other companies. In the case of earnings-
based measures, Performance Objectives may use comparisons relating to capital (including, but not limited to, the cost of capital),
shareholders’ equity and/or shares outstanding, or to assets or net assets.
For Awards intended to comply with Code Section 162(m), the measures used in setting Performance Objectives under the Plan for
any given Performance Period will, to the extent applicable, be determined in accordance with generally accepted accounting
principles (“GAAP”) and in a manner consistent with the methods used in the Company’s audited financial statements, without
regard to (1) extraordinary or nonrecurring items in accordance with GAAP, (2) the impact of any change in accounting principles
that occurs during the Performance Period (or that occurred during any period that the Performance Period is being compared to)
and the cumulative effect thereof (provided that the Committee may either apply the changed accounting principle to all periods
referenced in the Award, or exclude the changed accounting principle from all periods referenced in the Award), (3) goodwill and
other intangible impairment charges, (4) gains or charges associated with discontinued operations or restructuring activities,
(5) gains or charges related to the sale or impairment of assets, (6) all charges directly related to acquisitions, including all
contingent liabilities identified as of the acquisition date, (7) the impact of any change in tax law that occurs during the Performance
Period (or that occurred during any period that the Performance Period is being compared to) which exceeds $10 million, and
(8) other objective income, expense, asset, and/or cash flow adjustments as may be consistent with the purposes of the
Performance Objectives set for the given Performance Period and specified by the Committee within the Applicable Period, unless
in each case the Committee decides otherwise within the Applicable Period; provided, that with respect to the gains and charges
referred to in sections (3) through (6), only gains or charges that individually or as part of a series of related items exceed $10
million are excluded. In addition to the Performance Objectives established for any Award that is intended to comply with Code
Section 162(m) and any time-based vesting provisions that may apply to such Award, any Award that is intended to comply with
Code Section 162(m) shall not vest under its terms unless the Company has first achieved four consecutive fiscal quarters of
positive net income during the period between the grant date and the tenth anniversary of the grant date and the Administrator has
certified that such performance has been satisfied.
15. Adjustments upon Changes in Capital Stock. Subject to any required action by the Company (which it shall promptly take) or its
stockholders, and subject to the provisions of applicable corporate law, if, after the Date of Grant of an Award, the outstanding shares of
Common Stock increase or decrease or change into or are exchanged for a different number or kind of security by reason of any
recapitalization, reclassification, stock split, reverse stock split, combination of shares, exchange of shares, stock dividend, or other
distribution payable in capital stock, or some other increase or decrease in such Common Stock occurs without the Company’s receiving
consideration, the Administrator will make a proportionate and appropriate adjustment in the

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following in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan:
(a) the number of shares of Common Stock underlying each outstanding Award; (b) the number of shares of Common Stock which
thereafter may be made the subject of Awards including the limit specified in Section 5(a) regarding the number of shares available for
Awards granted in any form other than Options or SARs; and (c) the number and type of shares of Common Stock specified as the
annual per-Participant limitation under Section 5(b). Unless the Administrator determines another method would be appropriate, any such
adjustment to an Option or SAR will not change the total price with respect to shares of Common Stock underlying the unexercised
portion of an Option or SAR but will include a corresponding proportionate adjustment in the Option’s or SAR’s Exercise Price.
In the event of a declaration of an extraordinary dividend on the Common Stock payable in a form other than Common Stock in an
amount that has a material effect on the price of the Common Stock, the Administrator shall make such adjustments as it, in its sole
discretion, deems appropriate to the items set forth in subsections (a) – (c) in the preceding paragraph.
Any issue by the Company of any class of preferred stock, or securities convertible into shares of common or preferred stock of any
class, will not affect, and no adjustment by reason thereof will be made with respect to, the number of shares of Common Stock subject to
any Award or the Exercise Price except as this Section 15 specifically provides. The grant of an Award under the Plan will not affect in
any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure, or to merge or to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets.
16. Substantial Corporate Change.
(a) Definition. A Substantial Corporate Change means:
(i) the dissolution or liquidation of the Company; or
(ii) the merger, consolidation, or reorganization of the Company with one or more corporations, limited liability companies,
partnerships or other entities in which the Company is not the surviving entity; or
(iii) the sale of substantially all of the assets of the Company to another person or entity; or
(iv) any transaction (including a merger or reorganization in which the Company survives) approved by the Board that results in
any person or entity (other than any affiliate of the Company as defined in Rule 144(a)(1) under the Securities Act) owning
100% of the combined voting power of all classes of stock of the Company.
(b) Treatment of Awards. Upon a Substantial Corporate Change, the Plan and any forfeitable portions of the Awards will terminate
unless provision is made in writing in connection with such transaction for the assumption or continuation of outstanding Awards,
or the substitution for such Awards of any options or grants covering the stock or securities of a successor employer corporation,
or a parent or subsidiary of such successor, with appropriate adjustments as to the number and kind of shares of stock and prices,
in which event the Awards will continue in the manner and under the terms so provided. Unless the Board determines otherwise, if
an Award would otherwise terminate pursuant to the preceding sentence, the Administrator will either:
(i) provide that Optionees or holders of SARs will have the right, at such time before the consummation of the transaction
causing such termination as the Board reasonably designates, to exercise any unexercised portions of an Option or SAR,
whether or not they had previously become exercisable; or

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(ii) for any Awards, cause the Company, or agree to allow the successor, to cancel each Award after payment to the Participant
of an amount in cash, cash equivalents, or successor equity interests substantially equal to the Fair Market Value under the
transaction (minus, for Options and SARs, the Exercise Price for the shares covered by the Option or SAR (and for any
Awards, where the Board or the Administrator determines it is appropriate, any required tax withholdings)).
17. Employees Outside the United States. To comply with the laws in other countries in which the Company or any of its Subsidiaries
operates or has Employees, the Administrator, in its sole discretion, shall have the power and authority to:
(a) Determine which Subsidiaries shall be covered by the Plan;
(b) Determine which Employees outside the United States are eligible to participate in the Plan;
(c) Modify the terms and conditions of any Award granted to Employees outside the United States;
(d) Establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary
or advisable; and
(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any applicable
government regulatory exemptions or approvals.
Although in establishing such sub-plans, terms or procedures, the Company may endeavor to (i) qualify an Award for favorable foreign
tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any
covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities
without regard to the potential negative tax impact on holders of Awards under the Plan.
18. Legal compliance. The granting of Awards and the issuance of shares of Common Stock under the Plan shall be subject to compliance
with all applicable requirements imposed by federal, state, local and foreign securities laws and other laws, rules, and regulations, and by
any applicable regulatory agencies or stock exchanges. The Company shall have no obligation to issue shares of Common Stock issuable
under the Plan or deliver evidence of title for shares of Common Stock issued under the Plan prior to obtaining any approvals from
governmental agencies that the Company determines are necessary, and completion of any registration or other qualification of the
shares of Common Stock under any applicable national or foreign law or ruling of any governmental body that the Company determines
to be necessary. To that end, the Company may require the Participant to take any reasonable action to comply with such requirements
before issuing such shares of Common Stock. No provision in the Plan or action taken under it authorizes any action that is otherwise
prohibited by federal, state, local or foreign laws, rules, or regulations, or by any applicable regulatory agencies or stock exchanges.

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The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and all
regulations and rules the U.S. Securities and Exchange Commission issues under those laws. Notwithstanding anything in the Plan to the
contrary, the Administrator must administer the Plan, and Awards may be granted, vested and exercised, only in a way that conforms to
such laws, rules, and regulations.
19. Purchase for Investment and Other Restrictions. Unless a registration statement under the Securities Act covers the shares of Common
Stock a Participant receives under an Award, the Administrator may require, at the time of such grant and/or exercise and/or lapse of
restrictions, that the Participant agree in writing to acquire such shares for investment and not for public resale or distribution, unless and
until the shares subject to the Award are registered under the Securities Act. Unless the shares of Common Stock are registered under
the Securities Act, the Participant must acknowledge:
(a) that the shares of Common Stock received under the Award are not so registered;
(b) that the Participant may not sell or otherwise transfer the shares of Common Stock unless the shares have been registered under the
Securities Act in connection with the sale or transfer thereof, or counsel satisfactory to the Company has issued an opinion
satisfactory to the Company that the sale or other transfer of such shares is exempt from registration under the Securities Act; and
(c) such sale or transfer complies with all other applicable laws, rules, and regulations, including all applicable federal, state, local and
foreign securities laws, rules and regulations.
Additionally, the Common Stock, when issued under an Award, will be subject to any other transfer restrictions, rights of first refusal,
and rights of repurchase set forth in or incorporated by reference into other applicable documents, including the Company’s articles or
certificate of incorporation, by-laws, or generally applicable stockholders’ agreements.
The Administrator may, in its sole discretion, take whatever additional actions it deems appropriate to comply with such restrictions and
applicable laws, including placing legends on certificates and issuing stop-transfer orders to transfer agents and registrars.
20. Tax Withholding. The Participant must satisfy all applicable Federal, state, local and, if applicable, foreign income and employment tax
and social insurance withholding requirements before the Company will deliver stock certificates or otherwise recognize ownership or
nonforfeitability under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on
salary or wages. If the Company does not or cannot withhold from the Participant’s compensation, the Participant must pay the
Company, with a cashier’s check or certified check, the full amounts required for withholding. Payment of withholding obligations is due
at the same time as is payment of the Exercise Price or lapse of restrictions, as applicable. If the Administrator so determines, the
Participant may instead satisfy the withholding obligations (a) by directing the Company to retain shares of Common Stock from the
Option exercise or release of the Award, (b) by directing the Company to sell or arrange for the sale of shares of Common Stock that the
Participant acquires at the Option exercise or release of the Award, (c) by tendering previously owned shares of Common Stock, (d) by
attesting to his

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ownership of shares of Common Stock (with the distribution of net shares), or (e) by having a broker tender to the Company cash equal
to the withholding taxes, subject in each case to a withholding of no more than the minimum applicable tax withholding rate.
21. Transfers, Assignments or Pledges. Unless the Administrator otherwise approves in advance in writing or as set forth below, an Award
may not be assigned, pledged, or otherwise transferred in any way, whether by operation of law or otherwise or through any legal or
equitable proceedings (including bankruptcy), by the Participant to any person, except by will or by operation of applicable laws of
descent and distribution. If necessary to comply with Rule 16b-3 under the Exchange Act, the Participant may not transfer or pledge
shares of Common Stock acquired under an Award until at least six months have elapsed from (but excluding) the Date of Grant, unless
the Administrator approves otherwise in advance in writing. The Administrator may, in its discretion, expressly provide that a Participant
may transfer his Award, without receiving consideration, to (a) members of the Participant’s immediate family, children, grandchildren, or
spouse, (b) trusts for the benefit of such family members, or (c) partnerships whose only partners are such family members.
22. Amendment or Termination of Plan and Awards. The Board may amend, suspend, or terminate the Plan at any time, without the consent
of the Participants or their beneficiaries; provided, however, that no amendment will have a materially detrimental affect on any
Participant or beneficiary with respect to any previously declared Award, unless the Participant’s or beneficiary’s consent is obtained.
Except as required by law or by Section 16 above in the event of a Substantial Corporate Change, the Administrator may not, without the
Participant’s or beneficiary’s consent, modify the terms and conditions of an Award so as to adversely affect the Participant. No
amendment, suspension, or termination of the Plan will, without the Participant’s or beneficiary’s consent, terminate or adversely affect
any right or obligations under any outstanding Awards. Notwithstanding the foregoing to the contrary, the Board reserves the right, to
the extent it deems necessary or advisable in its sole discretion, to unilaterally modify the Plan and any Awards made thereunder to
ensure all Awards, Award Certificates and Award agreements provided to Participants who are U.S. taxpayers are made in such a manner
that either qualifies for exemption from or complies with Code Section 409A including, but not limited to, the ability to reprice an Award
(without the consent of the Participant) to the Fair Market Value on the date the Award was granted; provided, however that the
Company makes no representations that the Plan or any Awards will be exempt from or comply with Code Section 409A and makes no
undertaking to preclude Code Section 409A from applying to the Plan or any Award made thereunder.
23. Privileges of Stock Ownership. No Participant and no beneficiary or other person claiming under or through such Participant will have
any right, title, or interest in or to any shares of Common Stock allocated or reserved under the Plan or subject to any Award except as to
such shares of Common Stock, if any, that have been issued to such Participant.
24. Effect on Outstanding Options. All options outstanding under the 1998 Plan will remain subject to the terms of the 1998 Plan; provided,
however, that limitations imposed on such options by Rule 16b-3 will continue to apply only to the extent Rule 16b-3 so requires.
25. Effect on Other Plans. Whether receiving or exercising an Award causes the Participant to accrue or receive additional benefits under
any pension or other plan is governed solely by the terms of such other plan.

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26. Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a Director, Employee, or agent of the
Company or any of its Subsidiaries shall be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with the Plan, nor shall such individual be personally liable because of any
contract or other instrument he executes in such other capacity. The Company will indemnify and hold harmless each Director, Employee,
or agent of the Company or any of its Subsidiaries to whom any duty or power relating to the administration or interpretation of the Plan
has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of
a claim with the Board’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such person’s own
fraud or bad faith.
27. No Employment Contract. Nothing contained in this Plan constitutes an employment contract between the Company and any
Participant. The Plan does not give any Participant any right to be retained in the Company’s employ, nor does it enlarge or diminish the
Company’s right to terminate the Participant’s employment.
28. Governing Law. The laws of the State of Delaware (other than its choice of law provisions) govern this Plan and its interpretation.
29. Duration of Plan. The Plan shall become effective upon its approval by Company shareholders. Unless the Board extends the Plan’s
term, the Administrator may not grant Awards after May 15, 2017. The Plan will then terminate but will continue to govern unexercised
and unexpired Awards. No additional Awards shall be granted under the Company’s 1998 Plan following the approval of the Plan by the
Company’s shareholders.
30. Section 409A Requirements. Notwithstanding anything to the contrary in this Plan or any Award agreement, these provisions shall
apply to any payments and benefits otherwise payable to or provided to a participant under this Plan and any Award. For purposes of
Code Section 409A, each “payment” (as defined by Code Section 409A) made under this Plan or an Award shall be considered a
“separate payment.” In addition, for purposes of Code Section 409A, payments shall be deemed exempt from the definition of deferred
compensation under Code Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury
Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the
calendar year containing the participant’s “separation from service” (as defined for purposes of Code Section 409A)) the “two years/two-
times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.
If the participant is a “specified employee” as defined in Code Section 409A (and as applied according to procedures of the Company
and its affiliates) as of his separation from service, to the extent any payment under this Plan or an Award constitutes deferred
compensation (after taking into account any applicable exemptions from Code Section 409A), and to the extent required by Code
Section 409A, no payments due under this Plan or an Award may be made until the earlier of: (i) the first day of the seventh month
following the participant’s separation from service, or (ii) the participant’s date of death; provided, however, that any payments delayed
during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month
following the participant’s separation from service. If this Plan or any Award fails to meet the requirements of Code Section 409A, neither
the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the participant by Code
Section 409A, and the participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty
or interest imposed by Code Section 409A.

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Exhibit 10.2

Danaher Corporation

Non-Employee Directors’ Deferred Compensation Plan

As Amended and Restated Effective as of January 1, 2009

Established under the

Danaher Corporation 2007 Stock Incentive Plan


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TABLE OF CONTENTS

Page

Article 1. Introduction 1
Article 2. Definitions 1
Article 3. Eligibility and Participation 4
Article 4. Deferral Opportunity 4
Article 5. Deferred Compensation Accounts 6
Article 6. Beneficiary Designation 7
Article 7. Rights of Participants 7

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Danaher Corporation
Non-Employee Directors’ Deferred Compensation Plan

Article 1. Introduction.
The primary purpose of the Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”) is to provide non-
employee directors of Danaher Corporation, a Delaware corporation, with the opportunity to voluntarily defer all or a portion of their
Compensation, subject to the terms of the Sub-Plan.

The Sub-Plan was established under, and constitutes a part of, the Danaher Corporation 2007 Stock Incentive Plan, as amended and
restated effective as of January 1, 2009 (the “2007 Stock Incentive Plan”). For the avoidance of doubt, the Sub-Plan is subject to all applicable
terms of the 2007 Stock Incentive Plan, except for Section 11 of the 2007 Stock Incentive Plan.

Article 2. Definitions
Capitalized terms not otherwise defined herein shall have the same meanings set forth in the 2007 Stock Incentive Plan. Whenever used
herein, the following terms shall have the meanings set forth below, and, when the defined meaning is intended, the term is capitalized:
(a) “Administrator” means Administrator as defined in Section 2 of the 2007 Stock Incentive Plan and shall include any Employee to
whom the Administrator has delegated certain administrative functions related to the operation and maintenance of the Sub-Plan.
(b) “Chairperson Fees” means fees paid by the Company to a Director, in cash, for serving as Chairperson of a Board Committee during
the relevant Plan Year and which is exclusive of any Retainer or Meetings Fees earned during such Plan Year.
(c) “Change in Control” of the Company means, and shall be deemed to have occurred upon, any of the following events in
accordance with Section 409A of the Code:
(i) a “change in ownership of the Company” which means the date that any one person, or more than one person acting as a
group (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or
group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided,
that, if any one person or more than one person acting as a group, is considered to own more than 50% of the total fair
market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or
persons is not considered to cause a change in the ownership of the Company (or to cause a “change in the effective
control” (as defined in subsection (ii) below). An increase in the percentage of stock owned by any one person, or persons
acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be
treated as an acquisition of stock for purposes of this section.
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(ii) a “change in effective control of the Company,” which means the date that either: (A) any one person, or more than one
person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total
voting power of the stock of the Company; or (B) a majority of members of the Board are replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the
date of the appointment or election.
(iii) a “change in the ownership of a substantial portion of the Company’s assets,” which means the date that any one person,
or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such
assets. Notwithstanding the foregoing, a Change of Control shall not occur when there is a transfer to an entity that is
controlled by the shareholders of the Company immediately after the transfer, as provided in this paragraph (iii). A transfer
of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to:
(A) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
(B) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;
(C) A person, or more than one person acting as a group (as defined below), that owns, directly or indirectly, 50% or more
of the total value or voting power of all the outstanding stock of the Company; or
(D) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person
described in paragraph (C).

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Persons will not be considered to be acting as a group solely because they purchase assets of the same corporation at the same
time, or (with respect to (i) and (ii) above) as a result of the same public offering. However, persons will be considered to be acting
as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar
business transaction with the corporation. If a person, including an entity shareholder, owns stock in both corporations that enter
into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting
as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction
giving rise to the change and not with respect to the ownership interest in the other corporation.
(d) “Compensation” means the Retainer, Meeting Fees and, if applicable, Chair-person Fees payable to a Participant by the Company
for services performed as a Director during a Plan Year. In no event, however, shall amounts paid in the form of Company stock,
stock options or other Company securities qualify as Compensation eligible for deferral under the Sub-Plan.
(e) “Director” means each member of the Board of Directors of the Company who (i) is not an employee of the Company or any
Subsidiary of the Company, and (ii) receives a Retainer, Meeting Fees and/or Chairperson Fees for service on the Board of
Directors.
(f) “Effective Date” means September 12, 2007.
(g) “Meeting Fees” means fees paid by the Company to a Director, in cash, for attendance at Board and various Board committee
meetings during the relevant Plan Year, and which is exclusive of any Retainer or Chairperson Fees earned during such Plan Year.
For the purposes of the Sub-Plan, “Meeting Fees” shall not include any fees paid or payable in Company stock, stock options or
other Company securities.
(h) “Participant” means any Director who is actively participating in the Sub-Plan.
(i) “Phantom Shares” means a fictitious share of the Company which is a unit of measurement of the amount payable to Participants
under the Plan and does not constitute stock or any other equity interest in the Company (or any of its subsidiaries or affiliates)
and does not have any rights of equity ownership in the Company. The sole significance of Phantom Shares is to establish a
method of measuring the number of shares of Common Stock distributable in respect of amounts deferred under the Plan.
(j) “Plan Year” means the fiscal year of the Company beginning on January 1st and ending on December 31st.
(k) “Retainer” means the annual cash retainer paid by the Company and earned by a Director during the relevant Plan Year with respect
to the Director’s service on the Board, and which is exclusive of Meeting Fees or Chairperson Fees earned during such Plan Year.
For purposes of the Sub-Plan, “Retainer” shall not include any retainer paid or payable in Company stock, stock options or other
Company securities.

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(l) “Termination of Service” means a “separation from service,” as defined in Treas. Reg. § 1.409A-1(h) and applied by the
Administrator in its sole discretion.

Article 3. Eligibility and Participation


3.1 Eligibility. Each person who is or becomes a Director on or after the Effective Date shall be eligible to participate in the Sub-Plan.

3.2 Inactive Participant. In the event a Participant no longer meets the requirements for eligibility to participate in the Sub-Plan, such
Participant shall become an inactive Participant retaining all of the rights described under the Sub-Plan, except the right to make any further
deferrals hereunder. In the event a Participant shall cease to serve as a member of the Board of Directors but shall be designated as a Director
Emeritus, such Participant shall become an inactive Participant, and, as a result of such change in status, the Director Emeritus shall not be
eligible to make further deferrals under the Sub-Plan but shall not be deemed to have a Termination of Service as a Director until such time as
determined in Section 2(l) above.

3.3 Participation. The Administrator shall notify a Director as soon as practicable after he or she first becomes eligible to participate in
the Sub-Plan. At such time, the Administrator shall provide such Director with an Election to Defer Form which shall be submitted by the
Director as provided in Section 4.2 hereof. Except as otherwise provided in Section 3.4 below, a Director, once notified of eligibility to
participate in the Sub-Plan, shall be entitled to make deferrals with respect to each subsequent Plan Year by submitting an Election to Defer
Form to the Administrator in the time and manner provided in Section 4.2.

3.4 Partial Plan Year Participation. In the event a Director first becomes eligible to participate in the Sub-Plan after the beginning of a
Plan Year, the Administrator may, in its discretion, allow such Director to complete an Election to Defer Form within thirty (30) days after the
date the Director first becomes eligible to participate, in which case the deferral election shall be valid and applicable for the Plan Year then in
progress. An Election to Defer Form submitted pursuant to this Section 3.4 shall apply only to Compensation earned beginning in the first
calendar quarter subsequent to the date on which a valid Election to Defer Form is received by the Administrator.

Article 4. Deferral Opportunity


4.1 Amount Which May Be Deferred. A Participant may elect to defer twenty-five percent (25%), fifty percent (50%), seventy-five
percent (75%) or one hundred percent (100%) of his or her aggregate Compensation in any Plan Year.

4.2 Deferral Election. A Participant may make an election to defer Compensation under the Sub-Plan with respect to a Plan Year
provided he or she makes such election prior to December 31 of the calendar year preceding such Plan Year or not later than thirty
(30) calendar days after the date the Director initially became eligible to participate in the Sub-Plan, as applicable. All deferral elections shall be
made on an Election to Defer Form, as described

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herein, which shall specify: (i) the percentage of Compensation which the Participant elects to defer and (ii) the deferral period, as described in
Section 4.3 below. A deferral election must be submitted to the Administrator on a timely basis in order to be given effect. Once a Participant
has submitted an Election to Defer Form, the Participant may only revoke or change the deferral election if he or she notifies the Administrator
in writing of the revocation or change prior to December 31 of the calendar year preceding the Plan Year for which the revocation or change is
to be effective.

4.3 Length of Deferral. Except as otherwise provided herein, all deferrals hereunder shall be maintained in deferred status until the
expiration of the deferral period specified by the Participant in the Election to Defer Form. The Participant may elect to defer distribution until
(i) Termination of Service for any reason, or (ii) either the first, second, third, fourth or fifth anniversary of such Termination of Service. If a
Participant fails to specify a deferral period, the deferral period shall expire upon the Participant’s Termination of Service for any reason.

4.4 Change in Deferral Period. A Participant who elects to receive payment of deferred amounts on the first, second, third, fourth or
fifth anniversary of his or her Termination of Service cannot change such deferral period. A Participant who elects to receive payment of
deferred amounts upon Termination of Service may make one subsequent election to change such deferral period. Such subsequent election
(i) may only extend the deferral period to the fifth anniversary of the Participant’s Termination of Service; (ii) may not be effective until 12
months after the date the subsequent election is made; and (iii) must be made at least 12 months prior to the date the payment would otherwise
be made.

4.5 Payments of Deferred Amounts. Each Participant shall receive distribution in respect of Phantom Shares credited to a Participant’s
deferred compensation account at the end of the applicable deferral period, as determined under Sections 4.3 and 4.4, as applicable. Each
distribution shall be made in a single payment in whole shares of Common Stock as soon as administratively feasible (but in no event more
than 60 days) after the date specified for payment, and shall be equal to the number of Phantom Shares credited to a Participant’s deferred
compensation account on the expiration date of the applicable deferral period. Fractional shares shall be taken together as of the expiration
date of the applicable deferral period to pay out a whole share. Any remaining fractional shares will be rounded up to a whole share and
distributed as described above.

Notwithstanding the foregoing, any undistributed deferred balances shall be distributed to the Participant (or his or her beneficiary) in
the event that, at any time prior to full distribution of such deferred balances, the Participant dies or a Change in Control of the Company
occurs. In such event, each distribution shall be made in a single payment in whole shares of Common Stock as soon as administratively
feasible (but in no event later than sixty (60) days) after the Participant’s death or the effective date of the Change in Control, as applicable,
and shall be equal to the number of Phantom Shares credited to a Participant’s deferred compensation account as of the effective date of the
Change in Control.

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4.6 Unforeseeable Emergency. If a Participant suffers an unforeseen emergency, as defined herein, the Administrator, in its sole
discretion, may make a single payment as soon as administratively feasible (but in no event more than 60 days after the date of such
unforeseen emergency, and provided that the Participant may not elect the taxable year of payment) to the Participant only that portion, if any,
of his or her account that the Administrator determines is necessary to satisfy the emergency need, including any amounts necessary to pay
any federal, state or local income taxes reasonably anticipated to result from the distribution. A Participant requesting an emergency payment
shall apply for the payment in writing in a form approved by the Administrator and shall provide such additional information as the
Administrator may require. For purposes of this paragraph, “unforeseen emergency” means a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as described in Section 152 of the Code,
without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code) of the Participant, loss of the Participant’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The
circumstances constituting an unforeseeable emergency shall depend on the facts of each case, but, in any event, a distribution shall not be
made to the extent that such emergency is or may be relieved: (a) through reimbursement or compensation from insurance or otherwise, (b) by
liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (c) by
cessation of deferrals under the Sub-Plan.

Article 5. Deferred Compensation Accounts


5.1 Participants’ Accounts. The Company shall establish and maintain an individual bookkeeping account for deferrals made by each
Participant under Article 4 herein. Each account shall be credited as of the quarterly date the amount deferred otherwise would have been
payable to the Participant. The term “account” and other measures representing the value of a Participant’s deferrals under the Sub-Plan are
bookkeeping entries only and shall not constitute property of any kind or any interest in the Company or specific assets thereof.

5.2 Manner of Investment. All amounts deferred under the Sub-Plan shall be credited as Phantom Shares. The number of whole and
partial Phantom Shares credited to a Participant’s deferred compensation account will be based upon the dollar amount of the deferrals made
by each Participant for the applicable quarterly period, divided by the Fair Market Value of the Company’s Common Stock on the date the
amount deferred otherwise would have been paid to the Participant. The value of a Phantom Share credited to a Participant’s deferred
compensation account shall thereafter fluctuate pari passu with the Fair Market Value of a share of the Company’s Common Stock. In the
event a cash dividend is declared on the Company’s Common Stock, a Participant’s deferred compensation account shall be credited with
additional Phantom Shares equal to the dividend on the number of Phantom Shares credited to his or her account divided by the Fair Market
Value of the Common Stock on the day the dividend is paid. For the avoidance of doubt, if the outstanding shares of Common Stock increase
or decrease or change into or are exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock
split, reverse stock split, combination of shares, exchange of shares, stock dividend, or other distribution payable in capital stock, or some
other increase or decrease in such Common Stock occurs without the Company’s receiving consideration, the Administrator will make a
proportionate and appropriate adjustment to the number of Phantom Shares in order to prevent dilution or enlargement of rights.

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5.3 Charges Against Accounts. There shall be charged against each Participant’s deferred compensation account any payments made to
the Participant or to his or her beneficiary.

Article 6. Beneficiary Designation


Each Participant shall designate a beneficiary or beneficiaries who, upon the Participant’s death, will receive the amounts that otherwise
would have been paid to the Participant under the Sub-Plan. All designations shall be signed by the Participant, and shall be in such form as
prescribed by the Board. Each designation shall be effective as of the date delivered to a Company employee so designated by the Board.

Participants may change their designations of beneficiary on such form as prescribed by the Board. The payment of amounts deferred
under the Sub-Plan shall be in accordance with the last unrevoked written designation of beneficiary that has been signed by the Participant
and delivered by the Participant to the designated employee prior to the Participant’s death.

In the event that all the beneficiaries named by a Participant pursuant to this Article 6 predecease the Participant, the deferred amounts
that would have been paid to the Participant or the Participant’s beneficiaries under the Sub-Plan shall be paid to the Participant’s estate.

In the event a Participant does not designate a beneficiary, or for any reason such designation is ineffective, in whole or in part, the
amounts that otherwise would have been paid to the Participant or the Participant’s beneficiaries under the Sub-Plan shall be paid to the
Participant’s estate.

Article 7. Rights of Participants


7.1 Contractual Obligation. The Sub-Plan shall create a contractual obligation on the part of the Company to make payments from the
Participants’ accounts when due.

7.2 Unfunded Plan. The Sub-Plan constitutes an unfunded, unsecured promise of the Company to make distributions in the future of the
amounts deferred under the Sub-Plan and is intended to constitute a nonqualified deferred compensation plan which is unfunded for tax
purposes and for the purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Nothing contained
in the Sub-Plan and no action taken pursuant to the provisions of the Sub-Plan shall create, or be construed to create, a trust of any kind, a
fiduciary relationship between the Company and any Director or any other person. No special or separate fund shall be established or other
segregation of assets made to assure payment of deferred amounts hereunder. No Director or any other person shall have any preferred claim
on, or beneficial ownership interest in, any assets of the Company prior to the time that deferred amounts are paid to the Director as provided
herein. The rights of a Director to receive benefits from the Company shall be no greater than any general unsecured creditor of the Company.

7.3 Service as a Director. Neither the establishment of the Sub-Plan, nor any action taken hereunder, shall in any way obligate (i) the
Company to nominate a Director for reelection or to continue to retain a Director; or (ii) a Director to agree to be nominated for reelection or to
continue to serve on the Board.

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7.4 Section 409A Requirements. Notwithstanding anything to the contrary in this Sub-Plan, these provisions shall apply to any
payments and benefits otherwise payable to or provided to a Participant under this Sub-Plan. If the Participant is a “specified employee” as
defined in Code Section 409A (and as applied according to procedures of the Company and its affiliates) as of his or her Termination of
Service, no payments due under this Sub-Plan may be made until the earlier of: (i) the first day of the seventh month following the Participant’s
Termination of Service, or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall
be paid in the aggregate in a single lump sum, without interest, on the first day of the seventh month following the Participant’s Termination of
Service. If this Sub-Plan fails to meet the requirements of Code Section 409A, neither the Company nor any of its affiliates shall have any
liability for any tax, penalty or interest imposed on the Participant by Code Section 409A, and the Participant shall have no recourse against
the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Code Section 409A.

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Exhibit 10.3

DANAHER CORPORATION
NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN

Election to Defer Form

This Agreement made as of , by and between , an individual residing at (the


“Participant”), and Danaher Corporation (the “Company”) pursuant to the Danaher Corporation Non-Employee Directors’ Deferred
Compensation Plan (the “Sub-Plan”).

WHEREAS, the Company has established the Sub-Plan under the Danaher Corporation 2007 Stock Incentive Plan (the “2007 Stock
Incentive Plan”) on behalf of its eligible non-employee Directors, and the Participant is eligible to make an election to defer all or a portion of
his or her aggregate cash Compensation as a Director in any Plan Year pursuant to the terms and conditions of the Sub-Plan.

NOW THEREFORE, the parties agree as follows:

(i) General. Capitalized terms not defined herein shall have the same meaning as set forth in the 2007 Stock Incentive Plan or the Sub-
Plan. In the event of a conflict or inconsistency between this Election to Defer Form and the Sub-Plan, the Sub-Plan shall control.

(ii) Deferral Amount. The Company and the Participant agree that the percentage of the Participant’s cash Compensation (i.e., cash
Retainer, cash Meeting Fees, and cash Chairperson Fees (if any)), designated below, which would otherwise be payable with respect to
services performed as a Director during a Plan Year beginning after the date hereof (or with respect to a newly-appointed Director, during the
remainder of the Plan Year after this Election to Defer Form is submitted to the Administrator) and each Plan Year thereafter, shall instead be
credited to the Participant’s account established under the Sub-Plan:

[Please check one of the following:]


® 25% of Compensation
® 50% of Compensation
® 75% of Compensation
® 100% of Compensation

(iii) Participant’s Account. The amount so deferred shall be credited to the Participant’s account as of the quarterly date the amount
deferred otherwise would have been paid to the Participant. All amounts credited to the Participant’s account shall be credited as Phantom
Shares. The number of whole and partial Phantom Shares credited to the Participant’s account will be based upon the dollar amount deferred
for the applicable quarterly period divided by the Fair Market Value of the Company’s Common Stock on the date the amount deferred
otherwise would have been paid to the Participant. The value of a Phantom Share credited to a Participant’s account shall thereafter fluctuate
pari passu with the Fair Market Value of a share of the Company’s Common Stock. Participant acknowledges that (a) Phantom Shares do not
constitute stock or any other equity interest in the Company and (b) the value of the shares of Company Common Stock that the Participant
receives in respect of Phantom Shares upon distribution may be more or less than the initial deferral amount that relates to such Phantom
Shares.
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(iv) Deferral Period. Subject to Section 4.6 of the Sub-Plan, the Phantom Shares credited to a Participant’s account shall be converted
into shares of Common Stock and distributed to the Participant upon the earliest of (1) the distribution event elected by the Participant below,
(2) the date the Participant dies, or (3) a Change in Control of the Company:

[Please check one of the following:]


® Termination of Service
® First anniversary of Termination of Service
® Second anniversary of Termination of Service
® Third anniversary of Termination of Service
® Fourth anniversary of Termination of Service
® Fifth anniversary of Termination of Service

(v) Change in Deferral Period. Notwithstanding the foregoing and with respect to Participants who have elected distribution upon
Termination of Service only, as provided in Section 4.4 of the Sub-Plan, after making the election to receive a distribution upon Termination of
Service in (iv) above, the Participant may make one subsequent election to change such deferral period; provided, that such subsequent
election (1) may only extend the deferral period to the fifth anniversary of the Participant’s Termination of Service; (2) may not be effective
until 12 months after the date the subsequent election is made; and (3) must be made at least 12 months prior to the date the payment would
otherwise be made. To effect such subsequent election, the Participant should provide the Administrator with written notice of such
subsequent election. For the avoidance of doubt, if the Participant makes a valid subsequent election, subject to Section 4.6 of the Sub-Plan
the Participant’s account balance shall be distributed to the Participant upon the earliest of (1) the fifth anniversary of the Participant’s
Termination of Service, (2) the date the Participant dies, or (3) a Change in Control of the Company.

(vi) Timing and Irrevocability of Election. The provisions of this Election to Defer Form will continue to apply unless and until the
Participant revokes this Election to Defer Form or changes his or her deferral election by submitting a new Election to Defer Form. Once a
Participant has submitted an Election to Defer Form, the Participant may only revoke the Election to Defer Form, or change his or her deferral
election, if he or she notifies the Administrator in writing of the revocation or change prior to December 31 of the calendar year preceding the
Plan Year for which the revocation or change is to be effective. If the Participant revokes the Election to Defer Form or changes his or her
deferral election, the revocation or change shall be effective beginning with the Plan Year following the calendar year in which the revocation
or change is made. With regard only to a Participant’s initial year of eligibility, this Election to Defer Form must be received no later than thirty
(30) calendar days after the date the Participant initially becomes eligible to participate in the Sub-Plan in order to be effective.

(vii) Participant Acknowledgement. The Participant acknowledges receipt of the Sub-Plan, the 2007 Stock Incentive Plan and the
prospectus relating thereto and agrees to be bound by all the terms and provisions thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

By:
Participant Name:
Title:
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DANAHER CORPORATION
NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN

Beneficiary Designation Form

Note: A Participant in the Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”) may designate a
beneficiary or beneficiaries who, upon the Participant’s death, will receive the shares of Danaher common stock that otherwise would have
been distributed to the Participant under the Sub-Plan. Please complete this form and submit it to the Administrator if you would like to so
designate any such beneficiary(ies). Please refer to Article 6 of the Sub-Plan for more information.

I hereby designate the following beneficiary(ies) to receive any payment that would otherwise become due to me upon my death under the
terms of the Sub-Plan, subject to my right to change the beneficiary in accordance with the provisions of the Sub-Plan. (Print names, indicate
relationships and give addresses)

Name Relationship Address

Name Relationship Address

Name Relationship Address

Name Relationship Address

If two or more beneficiaries are named, and no statement is made to the contrary, I understand that payment will be made in equal shares to the
named beneficiaries who survive me.

Date Participant
Exhibit 10.6

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

(Non-US Employees)

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the “Plan”) shall have the
same defined meanings in this Stock Option Agreement (the “Option Agreement”).

I. NOTICE OF STOCK OPTION GRANT


Name:
Address:

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions
of the Plan and this Option Agreement, as follows:
Date of Grant ___________________________________________
Exercise Price per Share $__________________________________________
Total Number of Shares Granted ___________________________________________
Total Exercise Price $__________________________________________
Type of Option U.S. Nonstatutory Stock Option
Expiration Date Tenth anniversary of Date of Grant
Vesting Schedule
Time-Based Vesting Criteria ___________________________________________
and/or
[Performance Objective] ___________________________________________
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II. AGREEMENT
1. Grant of Option. The Company hereby grants to Optionee named in the Notice of Stock Option Grant (the “Optionee”), an option (the
“Option”) to purchase the number of shares (the “Shares”) set forth in the Notice of Stock Option Grant, at the exercise price per Share set
forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which are incorporated
herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and
conditions of the Plan shall prevail.

2. Vesting.
(a) Vesting Schedule. Except as may otherwise be set forth in this Option Agreement or in the Plan, Options awarded to an
Optionee shall not vest until Optionee (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to
such Options and (ii) continues to be actively employed with the Company or an Eligible Subsidiary for the periods required to satisfy
the time-based vesting criteria (“Time-Based Vesting Criteria”) applicable to such Options. The Performance Objective and Time-Based
Vesting Criteria applicable to an Option are collectively referred to as “Vesting Conditions,” and the earliest date upon which all Vesting
Conditions are satisfied is referred to as the “Vesting Date.” The Vesting Conditions for an Option received by an Optionee shall be
established by the Compensation Committee (the “Committee”) (or by one or more members of Company management, if such power has
been delegated in accordance with the Plan and applicable law) and reflected in the account maintained for Optionee by an external third
party administrator of the Option awards. Further, during any approved leave of absence, to the extent permitted by local law, the
Committee shall have discretion to provide that the vesting of the Options shall be frozen as of the first day of the leave and shall not
resume until and unless Optionee returns to active employment prior to the Expiration Date of the Options.
(b) Performance Objective. The Committee shall determine whether the Performance Objective applicable to an Option has been met,
and such determination shall be final and conclusive. Until the Committee has made such a determination, the Performance Objective may
not be considered to have been satisfied. Notwithstanding any determination by the Committee that the Performance Objective has been
attained with respect to particular Options, such Options shall not be considered to have vested unless and until Optionee has satisfied
the Time-Based Vesting Criteria applicable to such Options.
(c) Age 65. Notwithstanding the foregoing, the Time-Based Vesting Criteria applicable to all Options held by an Optionee shall be
deemed 100% satisfied upon Optionee’s attainment of age 65; provided that such Options shall remain subject to any applicable
Performance Objective that remains unsatisfied as of such date.

3. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.

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(b) Method and Time of Exercise. This Option shall be exercisable by any method made available from time to time by the external
third party administrator of the Option awards. An exercise may be made with respect to whole Shares only, and not for a fraction of a
Share.
Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities
may then be traded. The Committee may require Optionee to take any reasonable action in order to comply with any such rules or
regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date the
Option is exercised with respect to such Shares.
(c) Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act covers the
Shares issued upon exercise of an Option, the Committee may require that Optionee agree in writing to acquire such Shares for
investment and not for public resale or distribution, unless and until the Shares subject to the Award are registered under the Securities
Act. The Committee may also require Optionee to acknowledge that he or she shall not sell or transfer such Shares except in compliance
with all applicable laws, and may apply such other restrictions as it deems appropriate. Optionee also acknowledges that the U.S. federal
securities laws prohibit trading in the stock of the Company by persons who are in possession of material, non-public information, and
also acknowledges and understands the other restrictions set forth in the Company’s Insider Trading Policy.

4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of Optionee:
(a) cash, delivered to the external third party administrator of the Option awards in any methodology permitted by such third party
administrator; or
(b) to the extent permitted by applicable law, payment under a cashless exercise program approved by the Company or through a
broker-dealer sale and remittance procedure pursuant to which Optionee (i) shall provide written instructions to a licensed broker
acceptable to the Company and acting as agent for Optionee to effect the immediate sale of some or all of the purchased Shares and to
remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased Shares and (ii) shall provide written direction to the Company to deliver the purchased Shares directly to such
brokerage firm in order to complete the sale transaction.

5. Termination of Employment.
(a) General. In the event Optionee’s active employment with the Company or an Eligible Subsidiary terminates for any reason (other
than death or Retirement), all unvested Options shall be automatically forfeited by Optionee as of the date of termination. In the event
Optionee’s employment with the Company or an Eligible Subsidiary terminates for any reason (other than death, Disability, Retirement or
Gross Misconduct), Optionee shall have a period of three (3) months, commencing with the date Optionee is no longer actively
employed, to exercise the vested portion of any outstanding Options.

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(b) Death. Upon Optionee’s death, all unexpired options shall become fully exercisable and may be exercised for a period of twelve
(12) months thereafter by the personal representative of Optionee’s estate or any other person to whom the Option is transferred under a
will or under the applicable laws of descent and distribution.
(c) Disability. In the event Optionee’s employment with the Company or an Eligible Subsidiary terminates by reason of Optionee’s
Disability, all unvested Options shall be automatically forfeited by Optionee as of the date of termination and Optionee shall have until
the first anniversary of Optionee’s termination of employment for Disability to exercise the vested portion of any outstanding Options.
(d) Normal Retirement. In the event Optionee voluntarily terminates his or her employment with the Company or an Eligible
Subsidiary at or after reaching age 65, and as of the date of Optionee’s Normal Retirement Optionee holds Options that remain subject to
any Performance Objective, the Options shall remain outstanding for up to the fifth anniversary of such date (or if earlier, up to the
Expiration Date of the Option) to determine whether such conditions become satisfied (and if the Committee determines that the
Performance Objectives are satisfied within such period, the Options shall remain outstanding and may be exercised up until the fifth
anniversary of the date of Optionee’s Normal Retirement (or if earlier, up until the Expiration Date of the Options)). In the event Optionee
voluntarily terminates his or her employment with the Company or an Eligible Subsidiary at or after reaching age 65, and as of the date of
Optionee’s Normal Retirement, Optionee holds Options that are not subject to any unsatisfied Performance Objective, the Options shall
remain outstanding and may be exercised up until the fifth anniversary of such date (or if earlier, up until the Expiration Date of the
Option).
(e) Early Retirement. In the event Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary
prior to age 65 and the Committee determines that the cessation of Optionee’s employment constitutes Early Retirement, Optionee’s
unvested Options shall remain outstanding and shall continue to vest (as to both the Performance Objective and Time-Based Vesting
Criteria, as applicable) for a period of five (5) years following the date of Optionee’s Retirement.
(f) Gross Misconduct. If Optionee’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct,
Optionee’s unexercised Options shall terminate immediately as of the time of termination, without consideration.
(g) Violation of Post-Employment Covenant. To the extent that any of Optionee’s Options remain outstanding under the terms of
the Plan or this Option Agreement after termination of Optionee’s employment with the Company or an Eligible Subsidiary, such Options
shall nevertheless expire as of the date Optionee violates any covenant not to compete or other post-employment covenant that exists
between Optionee on the one hand and the Company or any Subsidiary of the Company, on the other hand.

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(h) Substantial Corporate Change. Upon a Substantial Corporate Change, Optionee’s outstanding Options shall terminate unless
provision is made for the assumption or substitution of such Options as provided in Section 16(b) of the Plan.

6. Non-Transferability of Option; Term of Option.


(a) This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs and permitted successors and assigns of Optionee.
(b) This Option may be exercised only prior to the Expiration Date set out in the Notice of Stock Option Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option Agreement.

7. Amendment of Option or Plan. The Plan and this Option Agreement constitute the entire understanding of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof. Optionee expressly warrants that he or she is not accepting this Option Agreement in reliance on any promises,
representations, or inducements other than those contained herein. The Company’s Board may amend, modify or terminate the Plan or any
Option in any respect at any time; provided, however, that modifications to this Option Agreement or the Plan that adversely affect Optionee’s
rights hereunder can be made only in an express written contract signed by the Company and Optionee. Notwithstanding anything to the
contrary in the Plan or this Option Agreement, the Company reserves the right to revise this Option Agreement and Optionee’s rights under
outstanding Options as it deems necessary or advisable, in its sole discretion and without the consent of Optionee, (1) upon a Substantial
Corporate Change, (2) as required by law, or (3) to comply with Section 409A of the Code (“Section 409A”) or to otherwise avoid imposition of
any additional tax or income recognition under Section 409A in connection to this award of Options.

8. Tax Obligations.
(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing Optionee (the “Employer”) take with
respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items
(“Tax Related Items”), Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and
remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the
treatment of any Tax Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or
exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not
commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax Related Items.
Further, if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee
acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-
Related Items in more than one jurisdiction.

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Prior to the relevant taxable event, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the
Employer (in its sole discretion) to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer, in
its sole discretion and to the extent permitted under local law, to satisfy the obligations with regard to all Tax Related Items legally
payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related Items in cash with a cashier’s
check or certified check; (ii) withholding cash from Optionee’s wages or other compensation payable to Optionee by the Company
and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b)
above; or (iv) withholding in Shares otherwise issuable to Optionee, provided that the Company withholds only the amount of Shares
necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting
treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the Company or the
Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s
participation in the Plan or Optionee’s purchase of Shares that are not satisfied by any of the means previously described. The Company
may refuse to honor the exercise and refuse to deliver the Shares to Optionee if Optionee fails to comply with Optionee’s obligations in
connection with the Tax Related Items as described in this Section.
(b) Code Section 409A. Payments made pursuant to this Plan and the Option Agreement are intended to qualify for an exemption
from or comply with Section 409A. Notwithstanding any provision in the Option Agreement, the Company reserves the right, to the
extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Option
Agreement to ensure that all Options granted to Optionees who are United States taxpayers are made in such a manner that either
qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan
or the Options shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to
the Plan or any Options granted thereunder.

9. Rights as Shareholder. Until all requirements for exercise of the Option pursuant to the terms of this Option Agreement and the Plan
have been satisfied, Optionee shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.

10. No Employment Contract. Nothing in the Plan or this Option Agreement constitutes an employment contract between the Company
and Optionee and this Option Agreement shall not confer upon Optionee any right to continuation of employment with the Company or any of
its Subsidiaries, nor shall this Option Agreement interfere in any way with the Company’s or any of its Subsidiaries’ right to terminate
Optionee’s employment or at any time, with or without cause (subject to any employment agreement an Optionee may otherwise have with the
Company or a Subsidiary thereof and/or applicable law).

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11. Board Authority. The Board and/or the Committee shall have the power to interpret this Option Agreement and to adopt such rules
for the administration, interpretation and application of the Option Agreement as are consistent therewith and to interpret or revoke any such
rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the
Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and such
determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether Optionees are similarly
situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good
faith with respect to this Option Agreement.

12. Headings. The captions used in this Option Agreement and the Plan are inserted for convenience and shall not be deemed to be a
part of the Option for construction and interpretation.

13. Electronic Delivery.


(a) If Optionee executes this Option Agreement electronically, for the avoidance of doubt Optionee acknowledges and agrees that
his or her execution of this Option Agreement electronically (through an on-line system established and maintained by the Company or
another third party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this Option
Agreement in paper form. Optionee acknowledges that upon request of the Company he or she shall also provide an executed, paper
form of this Option Agreement.
(b) If Optionee executes this Option Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it
is their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have
the same binding legal effect as if such agreement were executed in paper form.
(c) If Optionee executes this Option Agreement multiple times (for example, if Optionee first executes this Option Agreement in
electronic form and subsequently executes the Option Agreement in paper form), Optionee acknowledges and agrees that (i) no matter
how many versions of this Option Agreement are executed and in whatever medium, this Option Agreement only evidences a single
Option relating to the number of Shares set forth in the Notice of Stock Option Grant and (ii) this Option Agreement shall be effective as
of the earliest execution of this Option Agreement by the parties, whether in paper form or electronically, and the subsequent execution
of this Option Agreement in the same or a different medium shall in no way impair the binding legal effect of this Option Agreement as of
the time of original execution.
(d) The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the Option, to
participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to Optionee pursuant to the
Plan or under applicable law, including but not limited to, the Plan, the Option Agreement, the Plan prospectus and any reports of the
Company generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery
of a link to the

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Company’s intranet or the internet site of a third party involved in administering the Plan, the delivery of documents via electronic mail
(“e-mail”) or such other means of electronic delivery specified by the Company. By executing this Option Agreement, Optionee hereby
consents to receive such documents by electronic delivery. At Optionee’s written request to the Secretary of the Company, the
Company shall provide a paper copy of any document at no cost to Optionee.

14. Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other
form, of his or her Data (as defined below) by and among, as necessary and applicable, the Employer, the Company and its Subsidiaries
for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan and in the Company’s
Amended and Restated 1998 Stock Option Plan (the “1998 Plan”).
Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including,
but not limited to, Optionee’s name, home address and telephone number, date of birth, social security or insurance number or other
identification number, salary, nationality, and job title, any Common Stock or directorships held in the Company, and details of the
Option or any other option or other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Optionee’s favor,
for the purpose of implementing, administering and managing the Plan and/or the 1998 Plan (“Data”). Optionee understands that
Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan and/or the
1998 Plan, that these recipients may be located in Optionee’s country or elsewhere, and that the recipients’ country may have
different data privacy laws and protections than Optionee’s country. Optionee authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s
participation in the Plan and/or in the 1998 Plan, including any requisite transfer of such Data as may be required to a broker or
other third party with whom Optionee may elect to deposit any Shares acquired upon exercise of the Option or any other option or
other entitlement to Shares.
Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by
contacting his or her local human resources representative. Optionee understands that Data shall be held as long as is reasonably
necessary to implement, administer and manage his or her participation in the Plan and/or the 1998 Plan, and he or she may, at any
time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to
Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources
representative. Optionee understands, however, that refusing or withdrawing such consent may affect his or her ability to participate
in the Plan and/or the 1998 Plan. In addition, Optionee understands that the Company and its Subsidiaries have separately
implemented procedures for the handling of Data which the Company believes permits the Company to use the Data in the manner
set forth above notwithstanding Optionee’s withdrawal of such consent. For more information on the consequences of refusal to
consent or withdrawal of consent, Optionee understands that he or she may contact his or her local human resources representative.

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15. Nature of Option. In accepting the Option, Optionee acknowledges and agrees that:
(a) Optionee has received a copy of the Plan and the prospectus relating thereto; he or she has read and is familiar with the terms
and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully
understands all provisions of the Option Agreement and the Plan and hereby accepts this Option subject to all of the terms and
provisions thereof;
(b) Optionee shall accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Plan or this Option Agreement;
(c) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants
of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(d) all decisions with respect to future option grants, if any, shall be at the sole discretion of the Company;
(e) Optionee’s participation in the Plan is voluntary;
(f) the Option is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the
Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating
any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services
for the Company or any Subsidiary;
(h) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the
Company or any Subsidiary of the Company;
(i) the future value of the Shares is unknown and cannot be predicted with certainty;
(j) if the Shares do not increase in value, the Option will have no value;
(k) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in
value, even below the Exercise Price;
(l) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of
the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of
Optionee’s employment by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws)
and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by
signing/electronically accepting the Option Agreement, Optionee shall be deemed irrevocably to have waived his or her right to pursue
or seek remedy for any such claim or entitlement;

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(m) in the event of termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee’s right to receive
Options under the Plan and to vest in such Options, if any, shall terminate effective as of the date that Optionee is no longer actively
employed and shall not be extended by any notice period mandated under local law (e.g., active employment shall not include a period of
“garden leave” or similar period pursuant to local law); furthermore, in the event of Optionee’s termination of employment (whether or
not in breach of local labor laws), Optionee’s right to exercise the Option after termination of employment, if any, shall be measured by
the date of termination of active employment and shall not be extended by any notice period mandated under local law; the Committee
shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of this Option;
(n) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding
Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares;
(o) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s
participation in the Plan before taking any action related to the Plan; and
(p) Optionee will notify the Company of any change in address as indicated below.

16. Language. If Optionee has received this Option Agreement, the Plan or any other document related to the Plan translated into a
language other than English and if the meaning of the translated version is different than the English version, the English version will control,
unless otherwise prescribed by local law.

17. Waiver of Right to Jury Trial. Each party, to the fullest extent permitted by law, waives any right or expectation against the other to
trial or adjudication by a jury of any claim, cause or action arising with respect to the Option or hereunder, or the rights, duties or liabilities
created hereby.

18. Agreement Severable. In the event that any provision of this Option Agreement shall be held invalid or unenforceable, such
provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining
provisions of this Option Agreement.

19. Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Option
Agreement and its interpretation. For purposes of litigating any dispute that arises with respect to this Option, this Option Agreement or the
Plan, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, agree that such litigation shall be conducted in the
courts of New Castle County, or the federal courts for the United States for the District of Delaware, where this grant is made and/or to be
performed.

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20. Addendum. The Option shall be subject to the special terms and provisions (if any) set forth in the Addendum to this Option
Agreement for Optionee’s country of residence. Moreover, if Optionee relocates to one of the countries included in the Addendum, the
special terms and conditions for such country will apply to Optionee, to the extent the Company determines that the application of such terms
and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan and provided the
imposition of the term or condition will not result in any adverse accounting expense with respect to the Option. The Addendum constitutes
part of this Option Agreement.

In addition, the Company reserves the right to impose other requirements on the Option and any Shares acquired under the Plan, to the
extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan and
provided it does not result in adverse accounting expense to the Company, and to require Optionee to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing.

[If the Option Agreement is signed in paper form, complete and execute the following:]

OPTIONEE DANAHER CORPORATION

Signature Signature

Print Name Print Name

Title

Residence Address

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ADDENDUM

This Addendum includes additional terms and conditions that govern the Option granted to Optionee if Optionee resides in one of the
countries listed herein. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Notice of Stock
Option Grant, the Option Agreement or the Plan.

This Addendum may also include information regarding exchange controls and certain other issues of which Optionee should be aware with
respect to Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws concerning
Options in effect as of June 2008. Such laws are often complex and change frequently. As a result, the Company strongly recommends that
Optionee not rely on the information noted herein as the only source of information relating to the consequences of Optionee’s participation
in the Plan as the information may be out of date at the time Optionee exercises the Option or sells Shares acquired under the Plan.

In addition, this Addendum is general in nature and may not apply to Optionee’s particular situation, and the Company is not in a position to
assure Optionee of any particular result. Accordingly, Optionee is strongly advised to seek appropriate professional advice as to how the
relevant laws in Optionee’s country apply to Optionee’s specific situation.

If Optionee resides in a country but is considered a citizen or resident of another country for purposes of the country in which Optionee
resides, the information contained in this Addendum may not be applicable to Optionee.

OPTIONEES IN CHINA, ITALY, SWITZERLAND, AND VIETNAM


Method of Exercise
Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Option
Agreement to the contrary, Optionees residing in mainland China, Italy, Switzerland and Vietnam will be restricted to the cashless sell-all
method of exercise with respect to their Options. To complete a cashless sell-all exercise, Optionee understands that Optionee needs to
instruct the broker to: (i) sell all of the purchased Shares issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees
and any applicable Tax-Related Items; and (iii) remit the balance in cash to Optionee. In the event of changes in regulatory requirements, the
Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise,
cashless sell-to-cover exercise or any other method of exercise and payment deemed appropriate by the Company.

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OPTIONEES IN ARGENTINA
Securities Law Notice
Optionee understands that neither the grant of the Option nor the purchase of Shares constitute a public offering as defined by the Law
17,811, or any other Argentine law. The offering of the Option is a private placement. As such, the offering is not subject to the supervision of
any Argentine governmental authority.

OPTIONEES IN AUSTRALIA
Securities Law Notice
If Optionee acquires Shares pursuant to the Option and offers his or her Shares for sale to a person or entity resident in Australia, Optionee’s
offer may be subject to disclosure requirements under Australian law. Optionee should obtain legal advice on his or her disclosure obligations
prior to making any such offer.

OPTIONEES IN CANADA
Consent to Receive Information in English for Optionees in Quebec
The parties acknowledge that it is their express wish that this Option Agreement, as well as all documents, notices and legal proceedings
entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be written in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et
procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

OPTIONEES IN CHINA
Exchange Control Notice
Optionee understands and agrees that, pursuant to local exchange control requirements, Optionee will be required to repatriate the cash
proceeds from the immediate sale of the Shares issued upon exercise to China. Optionee understands that, under local law, such repatriation of
his or her cash proceeds may need to be effected through a special foreign exchange control account established by the Company or one of its
subsidiaries or by Optionee’s Employer and Optionee hereby consents and agrees that any proceeds from the sale of any Shares he or she
acquires may be transferred to such special account prior to being delivered to Optionee.

OPTIONEES IN HONG KONG


Securities Law Notice
The grant of the Option and the Shares issued upon exercise of the Option do not constitute a public offer of securities and are available only
to eligible Employees.

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Please be aware that the contents of the Option Agreement, including this Addendum, and the Plan have not been reviewed by any regulatory
authority in Hong Kong. Optionee is advised to exercise caution in relation to the Option. If Optionee is in any doubt about any of the
contents of this Option Agreement, including this Addendum, or the Plan, Optionee should obtain independent professional advice.

OPTIONEES IN INDIA
Exchange Control Notice
To the extent required by law, Optionee must repatriate to India foreign currency that is due or has accrued (either by way of dividend or sales
proceeds) and convert such amounts to local currency within a reasonable period of time (but not later than 90 days after receipt). If required
by law, Optionee also must obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the
bank where Optionee deposited the foreign currency and Optionee must deliver a copy of the FIRC to the Employer.

Because exchange control regulations can change frequently and without notice, Optionee should consult his or her personal legal advisor
before selling Shares to ensure compliance with current regulations. It is Optionee’s responsibility to comply with exchange control laws in
India, and neither the Company nor the Employer will be liable for any fines or penalties resulting from Optionee’s failure to comply with
applicable local laws.

OPTIONEES IN ITALY
Plan Document Acknowledgement
In accepting the Option, Optionee acknowledges that he or she has received a copy of the Plan and the Option Agreement and has reviewed
the Plan and the Option Agreement, including this Addendum, in their entirety and fully understands and accepts all provisions of the Plan
and the Option Agreement, including this Addendum.

Optionee further acknowledges that he or she has read and specifically and expressly approves the following paragraphs of the Option
Agreement: Tax Obligations; No Employment Contract; Nature of Grant; Language; Governing Law and Venue; and the Data Privacy
paragraph included in this Addendum.

OPTIONEES IN KOREA
Exchange Control Notice
Exchange control laws require Korean residents who realize US$500,000 or more from the sale of Shares to repatriate the sale proceeds back to
Korea within eighteen months of the sale.

If Optionee remits funds to purchase Shares, the remittance must be “confirmed” by a foreign exchange bank in Korea. To receive the
confirmation, Optionee should submit the following to the foreign exchange bank: (i) a prescribed form application; (ii) the Option Agreement,
Notice of Stock Option Gant and any other Plan documents received; and (iii) certificate of employment with the local employer. Optionee
should check with the bank to determine whether there are any additional requirements.

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OPTIONEES IN MEXICO
Labor Law Acknowledgement
These provisions supplement the labor law acknowledgement contained in the Agreement:

By accepting the Options, Optionee acknowledges that he or she understands and agrees that: (i) the Option is not related to the salary and
other contractual benefits granted to Optionee by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a
change or impairment of the terms and conditions of employment.

Policy Statement
The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to
amend it and discontinue it at any time without any liability.

The Company, with registered offices at 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of America, is solely
responsible for the administration of the Plan and participation in the Plan and, in Optionee’ case, the acquisition of Shares does not, in any
way establish an employment relationship between Optionee and the Company since Optionee is participating in the Plan on a wholly
commercial basis and the sole employer is the Subsidiary employing Optionee, as applicable, nor does it establish any rights between
Optionee and the Employer.

Plan Document Acknowledgment


By accepting the Option grant, Optionee acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the Option
Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Option Agreement.

In addition, by signing the Option Agreement, Optionee further acknowledges that he or she has read and specifically and expressly approves
the terms and conditions in the Nature of Grant, Section 15 of the Option Agreement, in which the following is clearly described and
established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the
Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not
responsible for any decrease in the value of the Shares underlying the Option.

Finally, Optionee hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any
compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the
Company and its Subsidiaries with respect to any claim that may arise under the Plan.

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Spanish Translation
Reconocimiento de la Ley Laboral
Estas disposiciones complementan el reconocimiento de la ley laboral contenida en el Acuerdo:

Por medio de la aceptación de la Opción, quien tiene la opción manifiesta que entiende y acuerda que: (i) la Opción no se encuentra
relacionada con el salario ni con otras prestaciones contractuales concedidas al que tiene la opción por parte del patrón; y (ii) cualquier
modificación del Plan o su terminación no constituye un cambio o desmejora en los términos y condiciones de empleo.

Declaración de Política
La invitación por parte de la Compañía bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho
absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.

La Compañía, con oficinas registradas ubicadas en 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of
America, es la única responsable de la administración del Plan y de la participación en el mismo y, en el caso del que tiene la opción, la
adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el que tiene la opción y la Compañía, ya que la
participación en el Plan por parte del que tiene la opción es completamente comercial y el único patrón es la Subsidiaria que esta
contratando al que tiene la opción, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la opción y el
patrón.

Reconocimiento del Plan de Documentos


Por medio de la aceptación de la Opción, el que tiene la opción reconoce que ha recibido copias del Plan, que el mismo ha sido revisado
al igual que la totalidad del Acuerdo y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el Acuerdo, el que tiene la opción reconoce que ha leído, y que aprueba específica y expresamente los términos y
condiciones contenidos en la Naturaleza del Otorgamiento, Apartado 15 del Acuerdo, sección en la cual se encuentra claramente descrito
y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es
ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como
sus Subsidiarias no son responsables por cualquier detrimento en el valor de las Acciones en relación con la Opción.

Finalmente, por medio de la presente quien tiene la opción declara que no se reserva ninguna acción o derecho para interponer una
demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y en
consecuencia, otorga el más amplio finiquito a su patrón, así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda
que pudiera originarse en virtud del Plan.

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OPTIONEES IN RUSSIA
Securities Law Notice
Optionee acknowledges that the Option Agreement, the grant of the Option, the Plan and all other materials Optionee may receive regarding
participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has
not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or
public circulation in Russia.

Optionee acknowledges that he or she may hold Shares issued upon exercise of the Option in Optionee’s account with the Company’s third
party administrator in the U.S. However, in no event will Shares issued to Optionee under the Plan be delivered to Optionee in Russia.

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OPTIONEES IN SINGAPORE
Securities Law Notice
The grant of the Option is being made on a private basis and is, therefore, exempt from registration in Singapore.

Director Notification
If Optionee is a director of a Singapore Subsidiary of the Company, Optionee must notify the Singapore Subsidiary in writing within two days
of Optionee receiving or disposing of an interest (e.g., Options, Shares) in the Company or any Subsidiary or within two days of becoming a
director if such an interest exists at the time. This notification alert also applies to an associate director of the Singapore Subsidiary and to a
shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors of the Singapore Subsidiary but who has
sufficient control so that the board of directors of the Singapore Subsidiary acts in accordance with the “directions and instructions” of the
individual).

OPTIONEES IN SPAIN
Nature of Plan
This provision supplements Section 15 of the Option Agreement. In accepting the grant, Optionee acknowledges that he or she consents to
participation in the Plan and has received a copy of the Plan.

Optionee understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Options under the Plan to
individuals who may be Employees of the Company or a Subsidiary throughout the world. The decision is a limited decision that is entered
into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or Subsidiary on an
ongoing basis. Consequently, Optionee understands that the Option is granted on the assumption and condition that the Option and the
Shares issued upon exercise of the Option shall not become a part of any employment contract (either with the Company or a Subsidiary) and
shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In
addition, Optionee understands that the grant of the Option would not be made to Optionee but for the assumptions and conditions referred
to above; thus, Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the
conditions not be met for any reason, then any Option grant shall be null and void.

Exchange Control Notice


When receiving foreign currency payments derived from the ownership of Shares (i.e., as a result of the sale of the Shares), Optionee must
inform the financial institution receiving the payment, the basis upon which such payment is made. Optionee will need to provide the
institution with the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of
Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and
(vii) additional information that may be required.

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If Optionee wishes to import the ownership title of the Shares (i.e., share certificates) into Spain, he or she must declare the importation of such
securities to the Dirección General de Política Comercial e Inversiones Exteriores.

To participate in the Plan, Optionee must comply with exchange control regulations in Spain that require that the purchase of Shares be
declared for statistical purposes. If a Spanish financial institution executes the transaction, the institution will automatically make the
declaration on Optionee’s behalf; otherwise, it is Optionee’s responsibility to make the declaration. In addition, Optionee must file a
declaration of ownership of foreign securities each January.

OPTIONEES IN TAIWAN
Exchange Control Notice
Optionees may acquire foreign currency, and remit the same out of Taiwan, up to US$5 million per year without justification. When remitting
funds for the purchase of Shares pursuant to the Plan, such remittances should be made through an authorized foreign exchange bank. In
addition, if Optionee remits TWD$500,000 or more in a single transaction, he or she must submit a Foreign Exchange Transaction Form to the
remitting bank. If the transaction amount is US$500,000 or more in a single transaction, Optionee also must provide supporting documentation
to the satisfaction of the remitting bank.

OPTIONEES IN THE UNITED KINGDOM


The following replaces Section 8(a) of the Option Agreement in its entirety:

(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing Optionee (the “Employer”) take with respect to
any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable
to or payable in connection with or pursuant to the grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”),
Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains Optionee’s responsibility
and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in
connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of
Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any
aspect of the Option to reduce or eliminate Optionee’s liability for Tax Related Items. Further, if Optionee has relocated to a different
jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be entitled to withhold and
Optionee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the
Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Optionee
authorizes the Company and/or the Employer, in its sole discretion and to the extent permitted under local law, to satisfy the obligations with
regard to all Tax Related Items legally payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related
Items in cash with a cashier’s check or certified check; (ii) withholding cash from Optionee’s wages or other compensation payable to
Optionee by the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as
described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided that the Company withholds only the
amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse
accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event.

Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required
to account to HMRC with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the
means previously described. If payment or withholding is not made within 90 days of the Chargeable Event (the “Due Date”), Optionee agrees
that the amount of any uncollected Tax-Related Items shall (assuming Optionee is not a director or executive officer of the Company (within
the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Optionee to the
Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be
immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to
above. If any of the foregoing methods of collection are not allowed under applicable laws or if Optionee fails to comply with Optionee’s
obligations in connection with the Tax-Related Items as described in this Section, the Company may refuse to deliver the Shares acquired
under the Plan.

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Exhibit 10.7

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(US Employees)

Amended and Restated Effective as of January 1, 2009

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the “Plan”) shall have the
same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).

I. NOTICE OF GRANT
Name:
Address:

The undersigned Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and
this Agreement, as follows:

Grant Number ________________________________________________


Date of Grant ________________________________________________
Number of Restricted Stock Units ________________________________________________
Expiration Date ________________________________________________
Vesting Schedule:
Time-Based Vesting Criteria The time-based vesting criteria will be satisfied with respect to 50% of the shares underlying
the RSUs on each of the fourth and fifth anniversaries of the Date of Grant.
Performance Objective Please see attached Addendum

II. AGREEMENT
1. Grant of RSUs. The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”), an Award of Restricted
Stock Units (“RSUs”) subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. In
the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail.
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2. Vesting.
(a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, RSUs awarded to a Participant shall not
vest until the Participant (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such RSUs
and (ii) continues to be actively employed with the Company or an Eligible Subsidiary for the periods required to satisfy the time-based
vesting criteria (“Time-Based Vesting Criteria”) applicable to such RSUs. The Performance Objective and Time-Based Vesting Criteria
applicable to RSUs are collectively referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are
satisfied is referred to as the “Vesting Date.” The Vesting Conditions for an RSU received by a Participant shall be established by the
Compensation Committee (the “Committee”) (or by one or more members of Company management, if such power has been delegated in
accordance with the Plan and applicable law) and reflected in the account maintained for the Participant by an external third party
administrator of the RSU awards. Further, during any approved leave of absence, the Committee shall have discretion to provide that the
vesting of the RSUs shall be frozen as of the first day of the leave and shall not resume until and unless the Participant returns to active
employment prior to the Expiration Date of the RSUs.
(b) Performance Objective. The Committee shall determine whether the Performance Objective applicable to an RSU has been met,
and such determination shall be final and conclusive. Until the Committee has made such a determination, the Performance Objective may
not be considered to have been satisfied. Notwithstanding any determination by the Committee that the Performance Objective has been
attained with respect to particular RSUs, such RSUs shall not be considered to have vested unless and until the Participant has satisfied
the Time-Based Vesting Criteria applicable to such RSUs.
(c) Age 65. Notwithstanding the foregoing, the Time-Based Vesting Criteria applicable to all RSUs held by a Participant shall be
deemed 100% satisfied upon the Participant’s attainment of age 65 while employed; provided that such RSUs shall remain subject to any
applicable Performance Objective that remains unsatisfied as of such date.
(d) Fractional RSU Vesting. In the event the Participant is vested in a fractional portion of an RSU (a “Fractional Portion”), such
Fractional Portion will be rounded up and converted into a whole share of Common Stock (“Share”) and issued to the Participant.

3. Form and Timing of Payment. Each RSU represents the right to receive one Share of Common Stock of the Company on the date it
vests. Unless and until the RSUs have vested in the manner set forth in Sections 2 and 4, Participant shall have no right to payment of any
such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all)
only from the general assets of the Company. Subject to the other terms of the Plan and this Agreement, any RSUs that vest in accordance
with Sections 2 and 4 will be paid to the Participant in whole Shares within 30 days of the Vesting Date.

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4. Termination of Employment.
(a) General. In the event the Participant’s active employment with the Company or an Eligible Subsidiary terminates for any reason
(other than death or Retirement), all unvested RSUs shall be automatically forfeited by the Participant as of the date of termination.
(b) Death. Upon Participant’s death, a pro rata amount of the outstanding RSUs scheduled to vest on a particular Vesting Date
shall become vested based on the number of complete twelve-month periods between the Date of Grant and the date of the Participant’s
death divided by the total number of twelve-month periods between the Date of Grant and the applicable Vesting Date. Notwithstanding
anything in the Plan or this Agreement to the contrary, for purposes of this Section, any partial twelve-month period between the Date of
Grant and the date of death shall be considered a complete twelve-month period and any Fractional Portion that results from applying the
pro rata methodology shall be rounded up to a whole Share.
(c) Normal Retirement. In the event the Participant voluntarily terminates his or her employment with the Company or an Eligible
Subsidiary at or after reaching age 65, and as of the date of the Participant’s Normal Retirement the Participant holds RSUs that remain
subject to any Performance Objective, the RSUs shall remain outstanding for up to the fifth anniversary of such date (or if earlier, up to
the Expiration Date (if any) of the RSUs) to determine whether such conditions become satisfied (and if the Committee determines that
the Performance Objectives are satisfied within such period, the RSUs shall become fully vested).
(d) Early Retirement. In the event the Participant voluntarily terminates his or her employment with the Company or an Eligible
Subsidiary prior to age 65 and the Committee determines that the cessation of Participant’s employment constitutes Early Retirement,
(i) the Time-Based Vesting Criteria applicable to any portion of any RSUs scheduled to vest during the five (5) year period following the
date of the Participant’s Retirement shall be deemed 100% satisfied; (ii) any portion of such RSUs subject to Time-Based Vesting Criteria
not scheduled to vest until after the fifth anniversary of the Participant’s Retirement shall be immediately forfeited without consideration;
and (iii) if the Participant holds RSUs described in (i) above that remain subject to any Performance Objective, the RSUs shall remain
outstanding for up to the fifth anniversary of such date (or if earlier, up to the Expiration Date (if any) of the RSUs) to determine whether
such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the
RSUs shall become fully vested).
(e) Gross Misconduct. If the Participant’s employment with the Company or an Eligible Subsidiary is terminated for Gross
Misconduct, the Participant’s unvested RSUs shall be forfeited immediately as of the time of termination without consideration.

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(f) Violation of Post-Employment Covenant. To the extent that any of the Participant’s RSUs remain outstanding under the terms of
the Plan or this Agreement after termination of the Participant’s employment with the Company or an Eligible Subsidiary, such RSUs
shall nevertheless expire as of the date the Participant violates any covenant not to compete or other post-employment covenant that
exists between the Participant on the one hand and the Company or any Subsidiary of the Company, on the other hand.
(g) Substantial Corporate Change. Upon a Substantial Corporate Change, the Participant’s outstanding RSUs shall terminate unless
provision is made for the assumption or substitution of such RSUs as provided in Section 16(b) of the Plan.

5. Non-Transferability of RSUs. Unless the Committee determines otherwise in advance in writing, RSUs may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon the
executors, administrators, heirs and permitted successors and assigns of the Participant.

6. Amendment of RSUs or Plan. The Plan and this Agreement constitute the entire understanding of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the
subject matter hereof. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein. The Company’s Board may amend, modify or terminate the Plan or any
RSUs in any respect at any time; provided, however, that modifications to this Agreement or the Plan that adversely affect the Participant’s
rights hereunder can be made only in an express written contract signed by the Company and the Participant. Notwithstanding anything to the
contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement and Participant’s rights under outstanding
RSUs as it deems necessary or advisable, in its sole discretion and without the consent of the Participant, (1) upon a Substantial Corporate
Change, (2) as required by law, or (3) to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition
under Section 409A in connection to this award of RSUs.

7. Tax Obligations.
(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Participant (the “Employer”) takes
with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related
items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs is
and remains the Participant’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings
regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or
vesting of the RSUs, the delivery of the Shares, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or
dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the
Participant’s liability for Tax Related Items.
Prior to the relevant taxable event, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the
Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Company
and/or

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the Employer. In this regard, the Participant authorizes the Company and/or the Employer, in its sole discretion, to satisfy the obligations
with regard to all Tax Related Items legally payable by the Participant by one or a combination of the following: (i) require the Participant
to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Participant’s wages or other
compensation payable to the Participant by the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to
the Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization);
(iv) withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise
issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory
withholding amount using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the
Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of
the Participant’s participation in the Plan that are not satisfied by any of the means previously described. For the avoidance of doubt, in
no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law, nor shall
any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Company may refuse to
deliver the Shares to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax Related
Items as described in this Section.
(b) Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or
comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”). Notwithstanding any provision in the Agreement, the
Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or
modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such
a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no
representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude
Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of
Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the
Participant by Section 409A, and the Participant shall have no recourse against the Company or any of its affiliates for payment of any
such tax, penalty or interest imposed by Section 409A.

Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise
payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A)
made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed
exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral”
exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar
year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two
years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

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If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its
affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking
into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this
Agreement may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the
Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a
lump sum, without interest, on the first day of the seventh month following the Participant’s separation from service.

8. Rights as Shareholder. Until all requirements for vesting of the RSUs pursuant to the terms of this Agreement and the Plan have been
satisfied, the Participant shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.

9. Additional Conditions to Issuance of Shares. Shares shall not be issued under the Plan unless the issuance and delivery of such
Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and
regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market
on which the Company’s securities may then be traded. The Committee may require the Participant to take any reasonable action in order to
comply with any such rules or regulations.

Furthermore, unless a registration statement under the Securities Act covers the Shares issued upon vesting of an RSU, the Committee
may require that the Participant agree in writing to acquire such Shares for investment and not for public resale or distribution, unless and until
the Shares subject to the Award are registered under the Securities Act. The Committee may also require the Participant to acknowledge that
he or she shall not sell or transfer such Shares except in compliance with all applicable laws, and may apply such other restrictions as it deems
appropriate. The Participant also acknowledges that the U.S. federal securities laws prohibit trading in the stock of the Company by persons
who are in possession of material, non-public information, and also acknowledges and understands the other restrictions set forth in the
Company’s Insider Trading Policy.

10. No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and the
Participant and this Agreement shall not confer upon the Participant any right to continuation of employment with the Company or any of its
Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Subsidiaries right to terminate the Participant’s
employment or at any time, with or without cause (subject to any employment agreement a Participant may otherwise have with the Company
or a Subsidiary thereof and/or applicable law).

11. Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the
administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether any RSUs have vested). All interpretations and determinations made by the Board
and/or the Committee in good faith shall be final and binding

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upon Participant, the Company and all other interested persons and such determinations of the Board and/or the Committee do not have to be
uniform nor do they have to consider whether Participants are similarly situated. No member of the Board and/or the Committee shall be
personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

12. Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the
RSUs for construction and interpretation.

13. Electronic Delivery.


(a) If the Participant executes this Agreement electronically, for the avoidance of doubt Participant acknowledges and agrees that
his or her execution of this Agreement electronically (through an on-line system established and maintained by the Company or another
third party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this Agreement in
paper form. Participant acknowledges that upon request of the Company he or she shall also provide an executed, paper form of this
Agreement.
(b) If the Participant executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it is
their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have the
same binding legal effect as if such agreement were executed in paper form.
(c) If Participant executes this Agreement multiple times (for example, if the Participant first executes this Agreement in electronic
form and subsequently executes this Agreement in paper form), the Participant acknowledges and agrees that (i) no matter how many
versions of this Agreement are executed and in whatever medium, this Agreement only evidences a single Award relating to the number
of RSUs set forth in the Notice of Grant and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the
parties, whether in paper form or electronically, and the subsequent execution of this Agreement in the same or a different medium shall
in no way impair the binding legal effect of this Agreement as of the time of original execution.
(d) The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the RSUs, to
participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Participant pursuant to
the Plan or under applicable law, including but not limited to, the Plan, the Agreement, the Plan prospectus and any reports of the
Company generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery
of a link to the Company’s intranet or the internet site of a third party involved in administering the Plan, the delivery of documents via
electronic mail (“e-mail”) or such other means of electronic delivery specified by the Company. By executing this Agreement, the
Participant hereby consents to receive such documents by electronic delivery. At the Participant’s written request to the Secretary of the
Company, the Company shall provide a paper copy of any document at no cost to the Participant.

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14. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other
form, of his or her Data (as defined below) by and among, as necessary and applicable, the Employer, the Company and its Subsidiaries
for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan and in the Company’s
Amended and Restated 1998 Stock Option Plan (the “1998 Plan”).
Participant understands that the Company and the Employer may hold certain personal information about Participant,
including, but not limited to, Participant’s name, home address and telephone number, date of birth, social security or insurance
number or other identification number, salary, nationality, and job title, any Common Stock or directorships held in the Company,
and details of the RSUs or any other restricted stock units or other entitlement to Shares awarded, canceled, vested, unvested or
outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Participant
understands that Data may be transferred to any third parties assisting in the implementation, administration and management of
the Plan, that these recipients may be located in Participant’s country or elsewhere, and that the recipients’ country may have
different data privacy laws and protections than Participant’s country. Participant authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing
Participant’s participation in the Plan and/or in the 1998 Plan, including any requisite transfer of such Data as may be required to a
broker or other third party with whom Participant may elect to deposit any Shares acquired upon vesting of the RSUs or any other
restricted stock units or other entitlement to Shares.
Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data
by contacting his or her local human resources representative. Participant understands that Data shall be held as long as is
reasonably necessary to implement, administer and manage his or her participation in the Plan and/or the 1998 Plan, and he or she
may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local
human resources representative. Participant understands, however, that refusing or withdrawing such consent may affect his or her
ability to participate in the Plan and/or the 1998 Plan. In addition, Participant understands that the Company and its Subsidiaries
have separately implemented procedures for the handling of Data which the Company believes permits the Company to use the Data
in the manner set forth above notwithstanding the Participant’s withdrawal of such consent. For more information on the
consequences of refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local
human resources representative.

15. Waiver of Right to Jury Trial. Each party, to the fullest extent permitted by law, waives any right or expectation against the other to
trial or adjudication by a jury of any claim, cause or action arising with respect to the RSUs or hereunder, or the rights, duties or liabilities
created hereby.

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16. Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall
be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.

17. Governing Law. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Agreement and its
interpretation. For purposes of litigating any dispute that arises with respect to the RSUs, this Agreement or the Plan, the parties hereby
submit to and consent to the jurisdiction of the State of Delaware, agree that such litigation shall be conducted in the courts of New Castle
County, or the federal courts for the United States for the District of Delaware, where this grant is made and/or to be performed.

Participant acknowledges receipt of a copy of the Plan and the prospectus relating thereto; represents that he or she has read and is
familiar with the terms and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of the Agreement and the Plan; and hereby accepts the RSUs subject to all of the terms and provisions
thereof. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan or this Agreement. Participant further agrees to notify the Company upon any change in his or her residence
address.

[If the Agreement is signed in paper form, complete and execute the following:]

PARTICIPANT DANAHER CORPORATION

Signature Signature

Print Name Print Name

Title

Residence Address

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Exhibit 10.8

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Non-US Employees)

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the “Plan”) shall have the
same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).

I. NOTICE OF GRANT
Name:
Address:

The undersigned Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and
this Agreement, as follows:

Grant Number ___________________________________________


Date of Grant ___________________________________________
Number of Restricted Stock Units ___________________________________________
Expiration Date ___________________________________________
Vesting Schedule
Time-Based Vesting Criteria ___________________________________________
and/or
[Performance Objective] ___________________________________________

II. AGREEMENT
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1. Grant of RSUs. The Company hereby grants to Participant named in the Notice of Grant (the “Participant”), an Award of Restricted
Stock Units (“RSUs”) subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. In
the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail.
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2. Vesting.
(a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, RSUs awarded to a Participant shall not
vest until Participant (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such RSUs and
(ii) continues to be actively employed with the Company or an Eligible Subsidiary for the periods required to satisfy the time-based
vesting criteria (“Time-Based Vesting Criteria”) applicable to such RSUs. The Performance Objective and Time-Based Vesting Criteria
applicable to RSUs are collectively referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are
satisfied is referred to as the “Vesting Date.” The Vesting Conditions for an RSU received by a Participant shall be established by the
Compensation Committee (the “Committee”) (or by one or more members of Company management, if such power has been delegated in
accordance with the Plan and applicable law) and reflected in the account maintained for Participant by an external third party
administrator of the RSU awards. Further, during any approved leave of absence, the Committee shall have discretion to provide that the
vesting of the RSUs shall be frozen as of the first day of the leave and shall not resume until and unless Participant returns to active
employment prior to the Expiration Date of the RSUs.
(b) Performance Objective. The Committee shall determine whether the Performance Objective applicable to an RSU has been met,
and such determination shall be final and conclusive. Until the Committee has made such a determination, the Performance Objective may
not be considered to have been satisfied. Notwithstanding any determination by the Committee that the Performance Objective has been
attained with respect to particular RSUs, such RSUs shall not be considered to have vested unless and until Participant has satisfied the
Time-Based Vesting Criteria applicable to such RSUs.
(c) Age 65. Notwithstanding the foregoing, the Time-Based Vesting Criteria applicable to all RSUs held by a Participant shall be
deemed 100% satisfied upon Participant’s attainment of age 65; provided that such RSUs shall remain subject to any applicable
Performance Objective that remains unsatisfied as of such date.
(d) Fractional RSU Vesting. In the event Participant is vested in a fractional portion of an RSU (a “Fractional Portion”), such
Fractional Portion will not be converted into a share of Common Stock (“Share”) or issued to Participant. Instead, the Fractional Portion
will remain unconverted until the final Vesting Date for the RSUs; provided, however, if Participant vests in a subsequent Fractional
Portion prior to the final Vesting Date for the RSUs and such Fractional Portion taken together with a previous Fractional Portion accrued
by Participant under this Award would equal or exceed a whole Share, then such Fractional Portions will be converted into one Share;
provided, further, that following such conversion, any remaining Fractional Portion will remain unconverted. Upon the final Vesting
Date, the Company will not issue fractional Shares of Common Stock, but the Committee may, in its discretion, direct the Company to
make a cash payment in lieu of fractional Shares.

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3. Form and Timing of Payment. Each RSU represents the right to receive one Share of Common Stock of the Company on the date it
vests. Unless and until the RSUs have vested in the manner set forth in Sections 2 and 4, Participant shall have no right to payment of any
such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all)
only from the general assets of the Company. Subject to the other terms of the Plan and this Agreement, any RSUs that vest in accordance
with Sections 2 and 4 will be paid to Participant in whole Shares, on, or as soon as practicable after, the Vesting Date, but in any event, within
the period ending on the later to occur of the date that is 2 1/2 months from the end of (i) Participant’s tax year that includes the applicable
Vesting Date, or (ii) the Company’s tax year that includes the applicable Vesting Date (which payment is intended to comply with the “short-
term deferral” exemption from the application of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the
“Code”)).

4. Termination of Employment.
(a) General. In the event Participant’s active employment with the Company or an Eligible Subsidiary terminates for any reason
(other than death or Retirement), all unvested RSUs shall be automatically forfeited by Participant as of the date of termination.
(b) Death. Upon Participant’s death, a pro rata amount of the outstanding RSUs scheduled to vest on a particular Vesting Date
shall become vested based on the number of complete twelve-month periods between the Date of Grant and the date of Participant’s
death divided by the total number of twelve-month periods between the Date of Grant and the applicable Vesting Date. Notwithstanding
anything in the Plan or this Agreement to the contrary, for purposes of this Section, any partial twelve-month period between the Date of
Grant and the date of death shall be considered a complete twelve-month period and any Fractional Portion that results from applying the
pro rata methodology shall be rounded up to a whole Share.
(c) Normal Retirement. In the event Participant voluntarily terminates his or her employment with the Company or an Eligible
Subsidiary at or after reaching age 65, and as of the date of Participant’s Normal Retirement Participant holds RSUs that remain subject to
any Performance Objective, the RSUs shall remain outstanding for up to the fifth anniversary of such date (or if earlier, up to the
Expiration Date (if any) of the RSUs) to determine whether such conditions become satisfied (and if the Committee determines that the
Performance Objectives are satisfied within such period, the RSUs shall become fully vested).
(d) Early Retirement. In the event Participant voluntarily terminates his or her employment with the Company or an Eligible
Subsidiary prior to age 65 and the Committee determines that the cessation of Participant’s employment constitutes Early Retirement,
(i) the Time-Based Vesting Criteria applicable to any portion of any RSUs scheduled to vest during the five (5) year period following the
date of Participant’s Retirement shall be deemed 100% satisfied; (ii) any portion of such RSUs subject to Time-Based Vesting Criteria not
scheduled to vest until after the fifth anniversary of Participant’s Retirement shall be immediately forfeited without consideration; and
(iii) if Participant holds RSUs described in (i) above that remain subject to any Performance Objective, the RSUs shall remain outstanding
for up to the fifth anniversary of such date (or if earlier, up to the Expiration Date (if any) of the RSUs) to determine whether such
conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the RSUs
shall become fully vested).

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(e) Gross Misconduct. If Participant’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct,
Participant’s unvested RSUs shall be forfeited immediately as of the time of termination without consideration.
(f) Violation of Post-Employment Covenant. To the extent that any of Participant’s RSUs remain outstanding under the terms of the
Plan or this Agreement after termination of Participant’s employment with the Company or an Eligible Subsidiary, such RSUs shall
nevertheless expire as of the date Participant violates any covenant not to compete or other post-employment covenant that exists
between Participant on the one hand and the Company or any Subsidiary of the Company, on the other hand.
(g) Substantial Corporate Change. Upon a Substantial Corporate Change, Participant’s outstanding RSUs shall terminate unless
provision is made for the assumption or substitution of such RSUs as provided in Section 16(b) of the Plan.

5. Non-Transferability of RSUs. Unless the Committee determines otherwise in advance in writing, RSUs may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon the
executors, administrators, heirs and permitted successors and assigns of Participant.

6. Amendment of RSUs or Plan. The Plan and this Agreement constitute the entire understanding of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the
subject matter hereof. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein. The Company’s Board may amend, modify or terminate the Plan or any
RSUs in any respect at any time; provided, however, that modifications to this Agreement or the Plan that adversely affect Participant’s rights
hereunder can be made only in an express written contract signed by the Company and Participant. Notwithstanding anything to the contrary
in the Plan or this Agreement, the Company reserves the right to revise this Agreement and Participant’s rights under outstanding RSUs as it
deems necessary or advisable, in its sole discretion and without the consent of Participant, (1) upon a Substantial Corporate Change, (2) as
required by law, or (3) to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under
Section 409A in connection to this award of RSUs.

7. Tax Obligations.
(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing Participant (the “Employer”) take with
respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items
(“Tax Related Items”), Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs is and
remains Participant’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the

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treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the
RSUs, the delivery of the Shares, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or dividend
equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s
liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any
taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to
withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to the relevant taxable event, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the
Employer (in its sole discretion) to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer,
in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by Participant by one or a combination
of the following: (i) require Participant to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash
from Participant’s wages or other compensation payable to Participant by the Company and/or the Employer; (iii) arranging for the sale
of Shares otherwise issuable to Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to
this authorization); (iv) withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in
Shares otherwise issuable to Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the
minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair
Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount
of Tax Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan
that are not satisfied by any of the means previously described. The Company may refuse to deliver the Shares to Participant if
Participant fails to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.
(b) Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or
comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company
deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all
RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or
complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt
from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted
thereunder.

8. Rights as Shareholder. Until all requirements for vesting of the RSUs pursuant to the terms of this Agreement and the Plan have been
satisfied, Participant shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.

9. Additional Conditions to Issuance of Shares. Shares shall not be issued under the Plan unless the issuance and delivery of such
Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and
regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market
on which the Company’s securities may then be traded. The Committee may require Participant to take any reasonable action in order to
comply with any such rules or regulations.

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Furthermore, unless a registration statement under the Securities Act covers the Shares issued upon vesting of an RSU, the Committee
may require that Participant agree in writing to acquire such Shares for investment and not for public resale or distribution, unless and until the
Shares subject to the Award are registered under the Securities Act. The Committee may also require Participant to acknowledge that he or she
shall not sell or transfer such Shares except in compliance with all applicable laws, and may apply such other restrictions as it deems
appropriate. Participant also acknowledges that the U.S. federal securities laws prohibit trading in the stock of the Company by persons who
are in possession of material, non-public information, and also acknowledges and understands the other restrictions set forth in the
Company’s Insider Trading Policy.

10. No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and
Participant and this Agreement shall not confer upon Participant any right to continuation of employment with the Company or any of its
Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Subsidiaries right to terminate Participant’s
employment at any time, with or without cause (subject to any employment agreement a Participant may otherwise have with the Company or a
Subsidiary thereof and/or applicable law).

11. Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the
administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether any RSUs have vested). All interpretations and determinations made by the Board
and/or the Committee in good faith shall be final and binding upon Participant, the Company and all other interested persons and such
determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether Participants are similarly
situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good
faith with respect to this Agreement.

12. Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the
RSUs for construction and interpretation.

13. Electronic Delivery.


(a) If Participant executes this Agreement electronically, for the avoidance of doubt Participant acknowledges and agrees that his or
her execution of this Agreement electronically (through an on-line system established and maintained by the Company or another third
party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this Agreement in paper
form. Participant acknowledges that upon request of the Company he or she shall also provide an executed, paper form of this
Agreement.

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(b) If Participant executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it is
their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have the
same binding legal effect as if such agreement were executed in paper form.
(c) If Participant executes this Agreement multiple times (for example, if Participant first executes this Agreement in electronic form
and subsequently executes this Agreement in paper form), Participant acknowledges and agrees that (i) no matter how many versions of
this Agreement are executed and in whatever medium, this Agreement only evidences a single Award relating to the number of RSUs set
forth in the Notice of Grant and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the parties,
whether in paper form or electronically, and the subsequent execution of this Agreement in the same or a different medium shall in no
way impair the binding legal effect of this Agreement as of the time of original execution.
(d) The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the RSUs, to
participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to Participant pursuant to the
Plan or under applicable law, including but not limited to, the Plan, the Agreement, the Plan prospectus and any reports of the Company
generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link
to the Company’s intranet or the internet site of a third party involved in administering the Plan, the delivery of documents via electronic
mail (“e-mail”) or such other means of electronic delivery specified by the Company. By executing this Agreement, Participant hereby
consents to receive such documents by electronic delivery. At Participant’s written request to the Secretary of the Company, the
Company shall provide a paper copy of any document at no cost to Participant.

14. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other
form, of his or her Data (as defined below) by and among, as necessary and applicable, the Employer, the Company and its Subsidiaries
for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan and in the Company’s
Amended and Restated 1998 Stock Option Plan (the “1998 Plan”).
Participant understands that the Company and the Employer may hold certain personal information about Participant,
including, but not limited to, Participant’s name, home address and telephone number, date of birth, social security or insurance
number or other identification number, salary, nationality, and job title, any Common Stock or directorships held in the Company,
and details of the RSUs or any other restricted stock units or other entitlement to Shares awarded, canceled, vested, unvested or
outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan and/or the 1998 Plan
(“Data”). Participant understands that Data may be transferred to any third parties assisting in the implementation, administration
and management of the Plan and/or the 1998 Plan, that these recipients may be located in Participant’s country or elsewhere, and
that the recipients’ country may have different data privacy laws and protections than Participant’s country. Participant authorizes
the recipients to receive,

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possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing
Participant’s participation in the Plan and/or in the 1998 Plan, including any requisite transfer of such Data as may be required to a
broker or other third party with whom Participant may elect to deposit any Shares acquired upon vesting of the RSUs or any other
restricted stock units or other entitlement to Shares.
Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data
by contacting his or her local human resources representative. Participant understands that Data shall be held as long as is
reasonably necessary to implement, administer and manage his or her participation in the Plan and/or the 1998 Plan, and he or she
may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local
human resources representative. Participant understands, however, that refusing or withdrawing such consent may affect his or her
ability to participate in the Plan and/or the 1998 Plan. In addition, Participant understands that the Company and its Subsidiaries
have separately implemented procedures for the handling of Data which the Company believes permits the Company to use the Data
in the manner set forth above notwithstanding Participant’s withdrawal of such consent. For more information on the consequences
of refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources
representative.

15. Nature of RSUs. In accepting the RSUs, Participant acknowledges that:


(a) Participant has received a copy of the Plan and the prospectus relating thereto; he or she has read and is familiar with the terms
and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of the Agreement and the Plan and hereby accepts the RSUs subject to all of the terms and provisions
thereof;
(b) Participant shall accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Agreement;
(c) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of
RSUs, or benefits in lieu of RSUs, even if RSUs have been awarded repeatedly in the past;
(d) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(e) Participant’s participation in the Plan is voluntary;
(f) the award of RSUs and the Shares subject to the RSUs are an extraordinary item that (i) does not constitute compensation of any
kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant’s employment or
service contract, if any;

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(g) the award of RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(h) the award of RSUs and Participant’s participation in the Plan shall not be interpreted to form an employment or service contract
with the Company or any Subsidiary of the Company;
(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(j) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value;
(k) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the
Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s
continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and
in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by
signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s
entitlement to pursue or seek remedy for any such claim;
(l) in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to
receive RSUs under the Plan and the vesting of such RSUs, if any, will terminate effective as of the date that Participant is no longer
actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a
period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when
Participant is no longer actively employed for purposes of Participant’s RSUs;
(m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding
Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares;
(n) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s
participation in the Plan before taking any action related to the Plan; and
(o) Participant will notify the Company of any change in address.

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16. Language. If Participant has received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise
prescribed by local law.

17. Waiver of Right to Jury Trial. Each party, to the fullest extent permitted by law, waives any right or expectation against the other to
trial or adjudication by a jury of any claim, cause or action arising with respect to the RSUs or hereunder, or the rights, duties or liabilities
created hereby.

18. Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall
be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.

19. Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Agreement
and its interpretation. For purposes of litigating any dispute that arises with respect to the RSUs, this Agreement or the Plan, the parties
hereby submit to and consent to the jurisdiction of the State of Delaware, agree that such litigation shall be conducted in the courts of New
Castle County, or the federal courts for the United States for the District of Delaware, where this grant is made and/or to be performed.

20. Addendum. The RSUs shall be subject to the special terms and provisions (if any) set forth in the Addendum to this Agreement for
Participant’s country of residence. Moreover, if Participant relocates to one of the countries included in the Addendum, the special terms and
conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions
is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Addendum constitutes part of this
Agreement.

In addition, the Company reserves the right to impose other requirements on the RSU and any Shares acquired under the Plan, to the
extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to
require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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[If the Agreement is signed in paper form, complete and execute the following:]

PARTICIPANT DANAHER CORPORATION

Signature Signature

Print Name Print Name

Title

Residence Address

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ADDENDUM

This Addendum includes additional terms and conditions that govern the RSUs granted to Participant if Participant resides in one of the
countries listed herein. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Notice of Grant, the
Agreement or the Plan.

This Addendum may also include information regarding exchange controls and certain other issues of which Participant should be aware with
respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws concerning RSUs
in effect as of June 2008. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant
not rely on the information noted herein as the only source of information relating to the consequences of Participant’s participation in the
Plan as the information may be out of date at the time Participant vests in the RSUs or sells Shares acquired under the Plan.

In addition, this Addendum is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to
assure Participant of any particular result. Accordingly, Participant is strongly advised to seek appropriate professional advice as to how the
relevant laws in Participant’s country apply to Participant’s specific situation.

If Participant resides in a country but is considered a citizen or resident of another country for purposes of the country in which Participant
resides, the information contained in this Addendum may not be applicable to Participant.

PARTICIPANTS IN ARGENTINA
Securities Law Notice
Participant understands that neither the grant of the RSUs nor the Shares to be issued pursuant to the Award constitute a public offering as
defined by the Law 17,811, or any other Argentine law. The offering of the RSUs is a private placement. As such, the offering is not subject to
the supervision of any Argentine governmental authority.

PARTICIPANTS IN AUSTRALIA
RSUs Payable Only in Shares
RSUs granted to Participants in Australia shall be paid in Shares only and do not provide any right for Participants to receive a cash payment,
notwithstanding any discretion contained in the Plan, or any provision in the Agreement to the contrary.

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Securities Law Notice


If Participant acquires Shares pursuant to the vesting/settlement of the RSUs and offers his or her Shares for sale to a person or entity resident
in Australia, Participant’s offer may be subject to disclosure requirements under Australian law. Participant should obtain legal advice on his
or her disclosure obligations prior to making any such offer.

PARTICIPANTS IN CANADA
Consent to Receive Information in English for Participants in Quebec
The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into,
given or instituted pursuant hereto or relating directly or indirectly hereto, be written in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et
procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

RSUs Payable Only in Shares


RSUs granted to Participants in Canada shall be paid in Shares only. In no event shall any of such RSUs be paid in cash, notwithstanding any
discretion contained in the Plan, or any provision in the Agreement to the contrary.

PARTICIPANTS IN CHINA
Exchange Control Information
Participant understands and agrees that, pursuant to local exchange control requirements, Participant will be required to repatriate the cash
proceeds from the sale of the Shares issued upon conversion of the RSUs to China. Participant understands that, under local law, such
repatriation of his or her cash proceeds may need to be effected through a special foreign exchange control account established by the
Company or one of its subsidiaries or by Participant’s Employer and Participant hereby consents and agrees that any proceeds from the sale
of any Shares he or she acquires may be transferred to such special account prior to being delivered to Participant.

Furthermore, to facilitate compliance with any applicable laws or regulations in China, Participant agrees and acknowledges that the Company
(or a brokerage firm instructed by the Company) is entitled to either (1) immediately sell all Shares issued to Participant at vesting (on
Participant’s behalf and at Participant’s direction pursuant to this authorization) or (2) sell the Shares acquired at vesting if Participant ceases
employment with the Company or any Subsidiary (on Participant’s behalf and at Participant’s direction pursuant to this authorization). In this
event, the proceeds of the sale of such Shares, less any Tax-Related Items and broker’s fees or commissions, will be remitted to Participant in
accordance with applicable exchange control laws and regulations.

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In addition, please note that exchange control restrictions may limit Participant’s ability to access and/or convert funds received under the
Plan, particularly if these amounts exceed US$50,000. Participant should confirm the procedures and requirements for withdrawals and
conversions of foreign currency with his or her local bank prior to the vesting of the RSUs/sale of the Shares.

PARTICIPANTS IN FRANCE
Consent to Receive Information in English
By accepting the RSUs, Participant confirms having read and understood the Plan, the Notice of Grant, the Agreement and this Addendum,
including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those
documents accordingly.

Consentement afin de Recevoir des Informations en Anglais


En acceptant les Droits sur les Actions Assorties de Restrictions, le Bénéficiaire confirme qu’il ou qu’elle a lu et compris le Plan, la
Notification d’Attribution, le Contrat et les Annexes, inclus tous les termes et conditions y relatifs, qui sont produits en langue anglaise. Le
Bénéficiaire accepte les termes de ces documents en conséquence.

PARTICIPANTS IN HONG KONG


Securities Law Notice
The grant of RSUs and the Shares issued upon vesting of the RSUs do not constitute a public offer of securities and are available only to
eligible Employees.

Please be aware that the contents of the Agreement, including this Addendum, and the Plan have not been reviewed by any regulatory
authority in Hong Kong. Participant is advised to exercise caution in relation to the RSU award. If Participant is in any doubt about any of the
contents of this Agreement, including this Appendix, or the Plan, Participant should obtain independent professional advice.

PARTICIPANT IN INDIA
Exchange Control Notice
To the extent required by law, Participant must repatriate to India foreign currency that is due or has accrued (either by way of dividend or
sales proceeds) and convert such amounts to local currency within a reasonable period of time (but not later than 90 days after receipt). If
required by law, Participant also must obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate
(“FIRC”) from the bank where Participant deposited the foreign currency and Participant must deliver a copy of the FIRC to the Employer.

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Because exchange control regulations can change frequently and without notice, Participant should consult his or her personal legal advisor
before selling Shares to ensure compliance with current regulations. It is Participant’s responsibility to comply with exchange control laws in
India, and neither the Company nor the Employer will be liable for any fines or penalties resulting from Participant’s failure to comply with
applicable laws.

PARTICIPANTS IN ITALY
Plan Document Acknowledgement
In accepting the RSU, Participant acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan
and the Agreement, including this Addendum, in their entirety and fully understands and accepts all provisions of the Plan and the
Agreement, including this Addendum.

Participant further acknowledges that he or she has read and specifically and expressly approves the following paragraphs of the Agreement:
Tax Obligations; No Employment Contract; Nature of RSUs; Language; Governing Law and Venue; and the Data Privacy paragraph included
in this Addendum.

PARTICIPANTS IN KOREA
Exchange Control Notice
Exchange control laws require Korean residents who realize US$500,000 or more from the sale of Shares to repatriate the sale proceeds back to
Korea within eighteen months of the sale.

PARTICIPANTS IN MEXICO
Labor Law Acknowledgement
These provisions supplement the labor law acknowledgement contained in the Agreement:

By accepting the RSUs, Participant acknowledges that he or she understands and agrees that: (i) the RSU is not related to the salary and other
contractual benefits granted to Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a
change or impairment of the terms and conditions of employment.

Policy Statement
The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to
amend it and discontinue it at any time without any liability.

The Company, with registered offices at 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of America, is solely
responsible for the administration of the Plan and participation in the Plan and, in Participant’ case, the acquisition of Shares does not, in any
way establish an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly
commercial basis and the sole employer is the Subsidiary employing Participant, as applicable, nor does it establish any rights between
Participant and the Employer.

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Plan Document Acknowledgment


By accepting the RSU award, Participant acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the
Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, Participant further acknowledges that he or she has read and specifically and expressly approves the
terms and conditions in the Nature of RSUs, Section 15 of the Agreement, in which the following is clearly described and established:
(i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a
wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any
decrease in the value of the Shares underlying the RSUs.

Finally, Participant hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any
compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the
Company and its Subsidiaries with respect to any claim that may arise under the Plan.

Spanish Translation
Reconocimiento de la Ley Laboral
Estas disposiciones complementan el reconocimiento de la ley laboral contenida en el Acuerdo:

Por medio de la aceptación de la RSU, quien tiene la RSU manifiesta que entiende y acuerda que: (i) la RSU no se encuentra relacionada
con el salario ni con otras prestaciones contractuales concedidas al que tiene la RSU por parte del patrón; y (ii) cualquier modificación
del Plan o su terminación no constituye un cambio o desmejora en los términos y condiciones de empleo.

Declaración de Política
La invitación por parte de la Compañía bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho
absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.

La Compañía, con oficinas registradas ubicadas en 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of
America, es la única responsable por la administración del Plan y de la participación en el mismo y, en el caso del que tiene la RSU, la
adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el que tiene la RSU y la Compañía, ya que la
participación en el Plan por parte del que tiene la RSU es completamente comercial y el único patrón es la Subsidiaria que esta
contratando al que tiene la RSU, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la RSU y el
patrón.

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Reconocimiento del Plan de Documentos


Por medio de la aceptación de la RSU, el que tiene la RSU reconoce que ha recibido copias del Plan, que el mismo ha sido revisado al
igual que la totalidad del Acuerdo y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el Acuerdo, el que tiene la RSU reconoce que ha leído, y que aprueba específica y expresamente los términos y
condiciones contenidos en la Naturaleza del Otorgamiento, Apartado 15 del Acuerdo, sección en la cual se encuentra claramente descrito
y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es
ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como
sus Subsidiarias no son responsables por cualquier detrimento en el valor de las Acciones en relación con la RSU.

Finalmente, por medio de la presente quien tiene la RSU declara que no se reserva ninguna acción o derecho para interponer una
demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y en
consecuencia, otorga el más amplio finiquito a su patrón, así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda
que pudiera originarse en virtud del Plan.

PARTICIPANTS IN RUSSIA
Securities Law Notice
Participant acknowledges that the Agreement, the grant of the RSUs, the Plan and all other materials Participant may receive regarding
participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has
not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or
public circulation in Russia.

Participant acknowledges that he or she may hold Shares issued under the Plan in Participant’s account with the Company’s third party
administrator in the U.S. However, in no event will Shares issued to Participant under the Plan be delivered to Participant in Russia.

PARTICIPANTS IN SINGAPORE
Securities Law Notice
The grant of the RSU is being made on a private basis and is, therefore, exempt from registration in Singapore.

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Director Notification
If Participant is a director of a Singapore Subsidiary of the Company, Participant must notify the Singapore Subsidiary in writing within two
days of Participant receiving or disposing of an interest (e.g., RSUs, Shares) in the Company or any Subsidiary or within two days of becoming
a director if such an interest exists at the time. This notification alert also applies to an associate director of the Singapore Subsidiary and to a
shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors of the Singapore Subsidiary but who has
sufficient control so that the board of directors of the Singapore Subsidiary acts in accordance with the “directions and instructions” of the
individual).

PARTICIPANTS IN SPAIN
Nature of Plan
This provision supplements Section 15 of the Agreement. In accepting the grant, Participant acknowledges that he or she consents to
participation in the Plan and has received a copy of the Plan.

Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant RSUs under the Plan to
individuals who may be Employees of the Company or a Subsidiary throughout the world. The decision is a limited decision that is entered
into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or Subsidiary on an
ongoing basis. Consequently, Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the
Shares issued upon vesting of the RSUs shall not become a part of any employment contract (either with the Company or a Subsidiary) and
shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In
addition, Participant understands that the grant of the RSUs would not be made to Participant but for the assumptions and conditions referred
to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the
conditions not be met for any reason, then any RSU grant shall be null and void.

Exchange Control Notice


When receiving foreign currency payments derived from the ownership of Shares (i.e., as a result of the sale of the Shares), Participant must
inform the financial institution receiving the payment, the basis upon which such payment is made. Participant will need to provide the
institution with the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of
Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and
(vii) additional information that may be required.

If Participant wishes to import the ownership title of the Shares (i.e., share certificates) into Spain, he or she must declare the importation of
such securities to the Dirección General de Política Comercial e Inversiones Exteriores.

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To participate in the Plan, Participant must comply with exchange control regulations in Spain that require that the purchase/acquisition of
Shares be declared for statistical purposes. If a Spanish financial institution executes the transaction, the institution will automatically make the
declaration on Participant’s behalf; otherwise, it is Participant’s responsibility to make the declaration. In addition, Participant must file a
declaration of ownership of foreign securities each January.

PARTICIPANTS IN TAIWAN
Exchange Control Notice
If Participant is a resident of Taiwan (including an expatriate holding an Alien Resident Certificate), he or she may acquire foreign currency and
remit the same out of or into Taiwan up to US$5 million per year without justification. If Participant is an expatriate employee who does not
have an Alien Resident Certificate, he or she may remit into Taiwan and convert to local currency up to US $100,000 at each remittance with no
annual limitation.

PARTICIPANTS IN THE UNITED KINGDOM


The following replaces Section 7(a) of the Agreement in its entirety:

(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing Participant (the “Employer”) take with respect to
any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable
to or payable in connection with or pursuant to the grant, vesting, release or assignment of any RSU (the “Tax-Related Items”), Participant
acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs is and remains Participant’s responsibility and that
the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection
with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the Shares, the subsequent sale of
Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant
or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different
jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be entitled to withhold and
Participant agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the
Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Participant
authorizes the Company and/or the Employer, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally
payable by Participant by one or a combination of the following: (i) require Participant to pay Tax-Related Items in cash with a cashier’s check
or certified check; (ii) withholding cash from Participant’s wages or other compensation payable to Participant by the Company and/or the
Employer; (iii)

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arranging for the sale of Shares otherwise issuable to Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s
direction pursuant to this authorization); (iv) withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or
(v) withholding in Shares otherwise issuable to Participant, provided that the Company withholds only the amount of Shares necessary to
satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using
the Fair Market Value of the Shares on the date of the relevant taxable event.

Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be
required to account to HMRC with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied
by the means previously described. If payment or withholding is not made within 90 days of the Chargeable Event (the “Due Date”),
Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming Participant is not a director or executive officer of the
Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by
Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current HMRC Official Rate
and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means
referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Participant fails to comply with
Participant’s obligations in connection with the Tax-Related Items as described in this Section, the Company may refuse to deliver the Shares
acquired under the Plan.

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Exhibit 10.9

DANAHER CORPORATION
1998 STOCK OPTION PLAN

Effective as of May 5, 1998


Amended as of May 1, 2001
Amended as of July 23, 2003
Amended and Restated May 4, 2004
Amended as of May 4, 2005
Amended and Restated Effective as of January 1, 2009

PURPOSE Danaher Corporation, a Delaware corporation (“Danaher” or the “Company”), wishes to recruit, reward, and
retain key employees and outside directors. To further these objectives, the Company hereby sets forth the
Danaher Corporation 1998 Stock Option Plan (the “Plan”), effective as of May 5, 1998, amended May 1,
2001, amended as of July 23, 2003, and amended and restated May 4, 2004, to provide options (“Options”) to
employees to purchase shares of the Company’s common stock (the “Common Stock”). The Company may
also make direct grants of Common Stock (“Restricted Stock Grants”) to participants as a bonus or other
incentive or grant such stock in lieu of Company obligations to pay cash under other plans or compensatory
arrangements, including any deferred compensation plans, and may also grant stock appreciation rights
(“SARs”), restricted stock units (“RSUs”), and other stock-based awards (“Other Stock-Based Awards”).
Grants of the various equity-related instruments are “Awards.” The Plan constitutes an amendment to, and
substitution for, the Danaher Corporation 1987 Stock Option Plan (the “1987 Plan”).
PARTICIPANTS All Employees and non-Employee directors (“Eligible Directors”) of Danaher and Eligible Subsidiaries are
eligible for Awards under this Plan. Eligible employees and directors become “optionees” or “recipients”
when the Administrator grants them, respectively, an Option or one of the other Awards under this Plan.
Optionees and recipients are referred to collectively as “participants.” The term “participant” also
includes, where appropriate, a person authorized to exercise an Option or hold or receive another Award in
place of the intended original recipient.
“Employee” means any person employed as a common law employee of the Company or an Eligible
Subsidiary.
ADMINISTRATOR The Administrator will be the Compensation Committee of the Board of Directors of Danaher (the
“Compensation Committee”), unless the Board specifies another committee. The Board may also act under
the Plan as though it were the Compensation Committee.
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The Administrator is responsible for the general operation and administration of the Plan and for carrying
out its provisions and has full discretion in interpreting and administering the provisions of the Plan.
Subject to the express provisions of the Plan, the Administrator may exercise such powers and authority of
the Board as the Administrator may find necessary or appropriate to carry out its functions. The
Administrator may delegate its functions (other than those described in the GRANTING OF AWARDS
section) to officers or employees.
The Administrator’s powers will include, but not be limited to, the power to amend, waive, or extend any
provision or limitation of any Award. The Administrator may act through meetings of a majority of its
members or by unanimous consent.
GRANTING OF AWARDS Subject to the terms of the Plan, the Administrator will, in its sole discretion, determine
the recipients of Awards,
the terms of such Awards,
the schedule for exercisability and nonforfeitability (including any requirements that the participant or
the Company satisfy performance criteria or Performance Objectives),
the time and conditions for expiration of the Awards, and
the form of payment due upon exercise or grant.
The Administrator’s determinations under the Plan need not be uniform and need not consider whether
possible participants are similarly situated.
Options granted to employees are not intended to qualify as “incentive stock options” (“ISOs”) within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or
the corresponding provision of any subsequently enacted tax statute. The Administrator may not reduce
the Exercise Price of any outstanding Option, other than as provided under Adjustments upon Changes in
Capital Stock. Subject to the foregoing, the Administrator may set whatever conditions it considers
appropriate for the Awards.

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Substitutions The Administrator may also grant Awards in substitution for options or other equity interests held by
individuals who become Employees of the Company or of an Eligible Subsidiary as a result of the
Company’s acquiring or merging with the individual’s employer. If necessary to conform the Awards to the
interests for which they are substitutes, the Administrator may grant substitute Awards under terms and
conditions that vary from those the Plan otherwise requires.
DATE OF GRANT The “Date of Grant” will be the date as of which the Administrator grants an Award to a person, as
specified in the Administrator’s minutes.
EXERCISE PRICE The “Exercise Price” is the value of the consideration that a participant must provide in exchange for one
share of Common Stock. The Administrator will determine the Exercise Price under each Option and may set
the Exercise Price without regard to the Exercise Price of any other Options granted at the same or any other
time. The Company may use the consideration it receives from the optionee for general corporate purposes.
The Exercise Price per share for the Options may not be less than 100% of the Fair Market Value of a share
on the Date of Grant.
The Administrator may satisfy any state law requirements regarding adequate consideration for Restricted
Stock Grants by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii)
charging the recipients at least the par value for the shares covered by the Restricted Stock Grant.
Fair Market Value “Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:
if the Common Stock is traded on a national securities exchange, the closing sale price on that date;
if the Common Stock is not traded on any such exchange, the closing sale price as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) for such
date;
if no such closing sale price information is available, the average of the closing bid and asked prices
as reported by Nasdaq for such date; or

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if there are no such closing bid and asked prices, the average of the closing bid and asked prices as
reported by any other commercial service for such date.
For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date shall
be determined by using the closing sale price or the average of the closing bid and asked prices, as
appropriate, for the immediately preceding trading day.
EXERCISABILITY The Administrator will determine the times and conditions for exercise or retention of each Award but may
not extend the period for exercise of an Option or SAR beyond the tenth anniversary of its Date of Grant.
Awards will become exercisable or nonforfeitable at such times and in such manner as the Administrator
determines and the Award Certificate indicates; provided, however, that the Administrator may, on such
terms and conditions as it determines appropriate, accelerate the time at which the participant may exercise
any portion of an Option or at which restrictions or other conditions on other Awards will lapse.
If the Administrator does not specify otherwise, Options for Employees will become exercisable and
restrictions on other Awards will lapse as to one-fifth of the covered shares on each of the first five
anniversaries of the Date of Grant, and Options for Eligible Directors will become exercisable in full as of the
Date of Grant. Subject to the section below entitled “Award Expiration,” unless the Administrator provides
otherwise, the passage of time after a participant’s Retirement will continue to count for purposes of
determining the extent to which an Award is exercisable or nonforfeitable.
No portion of an Award that is unexercisable or forfeitable at a participant’s termination of employment for
any reason other than Retirement (as defined below) will thereafter become exercisable or nonforfeitable,
unless the Award Certificate provides otherwise, either initially or by amendment. All unexpired Awards
become fully exercisable or nonforfeitable, as applicable, at age 65 irrespective of whether the person then
retires, except Awards the Compensation Committee designates are covered by Performance Objectives for
purposes of Code Section 162(m).
Any RSU Award shall be paid in a lump sum in shares within 30 days of the later of the date on which the
Administrator (or the Compensation Committee, as the case may be) determines that (i) the participant has
satisfied the Award’s time-based vesting requirements, and (ii) if applicable, the Performance Criteria for
such RSU Award has been satisfied.

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METHOD OF EXERCISE To exercise any exercisable portion of an Award, the participant must:
Deliver a written notice of exercise to the Secretary of the Company (or to whomever the Administrator
designates), in a form complying with any rules the Administrator may issue, signed by the
participant, and specifying the number of shares of Common Stock underlying the portion of the
Award the participant is exercising;
Pay the full Exercise Price (if any) by cashier’s or certified check for the shares of Common Stock with
respect to which the Award is being exercised, unless the Administrator consents to another form of
payment (which could include the use of Common Stock); and
Deliver to the Secretary of the Company (or to whomever the Administrator designates) such
representations and documents as the Administrator, in its sole discretion, may consider necessary or
advisable.
Payment in full of the Exercise Price need not accompany the written notice of exercise provided the notice
directs that the stock certificates for the shares issued upon the exercise be delivered to a licensed broker
acceptable to the Company as the agent for the individual exercising the option and at the time the stock
certificates are delivered to the broker, the broker will tender to the Company cash or cash equivalents
acceptable to the Company and equal to the Exercise Price.
If the Administrator agrees to payment through the tender to the Company of shares of Common Stock, the
individual must have held the stock being tendered for at least six months at the time of surrender. Shares of
stock offered as payment will be valued, for purposes of determining the extent to which the optionee has
paid the Exercise Price, at their Fair Market Value on the date of exercise. The Administrator may also, in its
discretion, accept attestation of ownership of Common Stock and issue a net number of shares upon Option
exercise.

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AWARD EXPIRATION No one may exercise an Option or exercisable Award more than ten years after its Date of Grant. Unless the
Award Certificate provides otherwise, either initially or by amendment, no one may exercise an exercisable
Award (and any otherwise nonforfeitable portions of the exercisable Awards will then expire) after the first
to occur of:
Employment Termination The 30th day after the date of termination of employment (other than for death, Disability, or
Retirement), where termination of employment means the time when the employer-employee or other
service-providing relationship between the employee and the Company ends for any reason, including
retirement. Unless the Award Certificate provides otherwise, termination of employment does not
include instances in which the Company immediately rehires a common law employee as an
independent contractor. The Administrator, in its sole discretion, will determine all questions of
whether particular terminations or leaves of absence are terminations of employment;
Retirement For either Early or Normal Retirement (both as defined below and both collectively referred to as
“Retirement”), the fifth anniversary of Retirement. Solely for purposes of this Plan, “Normal
Retirement” occurs on the date an employee voluntarily ceases to be an Employee at or after reaching
age 65, and “Early Retirement” occurs on the date an employee voluntarily ceases to be an Employee
if both (i) the employment termination occurs before the Employee reaches age 65 and (ii) the
Administrator determines that the cessation constituted “retirement” for purposes of this Plan. In
deciding whether a termination of employment is an Early Retirement, the Administrator need not
consider the definition under any other Company Plan;
Gross Misconduct For the Company’s termination of the participant’s employment as a result of the participant’s Gross
Misconduct, the time of such termination. For purposes of this Plan, “Gross Misconduct” means the
participant has
(i) committed fraud, misappropriation, embezzlement, willful misconduct or gross negligence with
respect to the Company or any Subsidiary thereof, or any other action in willful disregard of the
interests of the Company or any Subsidiary thereof;

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(ii) been convicted of, or pled guilty or no contest to, (1) a felony, (2) any misdemeanor (other
than a traffic violation) with respect to his/her employment, or (3) any other crime or activity that
would impair his/her ability to perform his/her duties or impair the business reputation of the
Company or any Subsidiary thereof;
(iii) refused or willfully failed to adequately perform any duties assigned to him/her; or
(iv) refused or willfully failed to comply with standards, policies or procedures of the Company
or any Subsidiary thereof, including without limitation the Company’s Standard of Conduct as
amended from time to time.
Disability For disability, the earlier of (i) the first anniversary of the participant’s termination of employment for
disability and (ii) 60 days after the participant no longer has a disability, where “disability” means the
inability to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than twelve months; or
Death The date 12 months after the participant’s death.
If exercise is permitted after termination of employment, the Award will nevertheless expire as of the date
that the former employee violates any covenant not to compete or any other post—employment covenant
(including without limitation any nonsolicitation, nonpiracy of employees, nondisclosure,
nondisparagement, works-made-for-hire or similar covenants) in effect between the Company and any
Subsidiary thereof, on the one hand, and the former employee on the other hand.
Nothing in this Plan extends the term of an Award beyond the tenth anniversary of its Date of Grant, nor
does anything in this AWARD EXPIRATION section make an Award exercisable or nonforfeitable that has
not otherwise become exercisable or nonforfeitable.
AWARD CERTIFICATES Award Certificates will set forth the terms of each Award and will include such terms and conditions,
consistent with the Plan, as the Administrator may determine are necessary or advisable. To the extent the
certificate is inconsistent with the Plan, the Plan will govern. The Award Certificates may contain special
rules. The Administrator may, in its discretion, require Award agreements rather than certificates.

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STOCK APPRECIATION A SAR represents the right to receive a payment, in cash, shares of Common Stock or both (as determined
RIGHTS by the Administrator), equal to the excess of the Fair Market Value on the date the SAR is exercised over the
SAR’s Exercise Price, if any. The Administrator will establish in its sole discretion the exercise price of a
SAR and all other applicable terms and conditions, which will be set forth in the applicable Award Certificate
or Award agreement.
OTHER STOCK-BASED The Administrator may grant RSUs and Other Stock-Based Awards that are denominated in, valued in whole
AWARDS or in part by reference to, or otherwise based on or related to, Common Stock. The purchase, exercise,
exchange or conversion of RSUs and Other Stock-Based Awards and all other terms and conditions
applicable to the Awards will be determined by the Administrator in its sole discretion and will be set forth
in the applicable Award Certificate or Award agreement.
STOCK SUBJECT TO PLAN Except as adjusted below under CORPORATE CHANGES, the aggregate number of shares of Common
Stock that may be issued under the Awards may not exceed 60 million shares and the maximum number of
shares that may be subject to any and all Awards, in the aggregate, for a single individual may not exceed 10
million shares. No Award that the Committee determines is subject to Performance Objectives for purposes
of Code Section 162(m) may pay or cover in excess of 10 million shares of Common Stock or the cash value
equivalent to that number of shares. The Common Stock may come from treasury shares, authorized but
unissued shares, or previously issued shares that the Company reacquires, including shares it purchases on
the open market. If any Award expires, is canceled, or terminates for any other reason, the shares of
Common Stock available under that Award will again be available for the granting of new Awards.
No adjustment will be made for a dividend or other right for which the record date precedes the date of
exercise.
The participant will have no rights of a stockholder with respect to the shares of stock subject to an Award
except to the extent that the Company has issued certificates for, or otherwise confirmed ownership of, such
shares upon the exercise or, as applicable, the grant or nonforfeitability of an Award.

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The Company will not issue fractional shares pursuant to the exercise of an Award. Any fractional share will
be rounded up and issued to the participant in a whole share.
PERSON WHO MAY During the participant’s lifetime and except as provided under TRANSFERS, ASSIGNMENTS, AND
EXERCISE PLEDGES, only the participant or his/her duly appointed guardian or personal representative may exercise or
hold an Award (other than nonforfeitable shares of Common Stock). After his/her death, his/her personal
representative or any other person authorized under a will or under the laws of descent and distribution may
exercise any then exercisable portion of an Award or hold any then nonforfeitable portion of any Award. If
someone other than the original recipient seeks to exercise or hold any portion of an Award, the
Administrator may request such proof as it may consider necessary or appropriate of the person’s right to
exercise or hold the Award.
PERFORMANCE RULES Subject to the terms of the Plan, the Committee will have the authority to establish and administer
Performance Objectives with respect to such Awards as it considers appropriate, which Performance
Objectives must be satisfied, as the Committee specifies, before the participant receives or retains an Award
or before the Award becomes nonforfeitable or exercisable.
Performance Objectives will be based exclusively on one or more of the following financial measures
determined based on the Company and its Subsidiaries on a group-wide basis or on the basis of parent,
Subsidiary, division, business platform, or operating unit results:
earnings per share (on a fully diluted or other basis)
pretax or after tax net income,
operating income,
gross revenue,
profit margin,
stock price targets or stock price maintenance,
free cash flow,
cash flow,
return on equity,
return on capital,

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earnings before interest, taxes, depreciation, and amortization (EBITDA),


strategic business criteria, consisting of one or more objectives based on meeting specified revenue,
market penetration, geographic business expansion goals, cost targets, or objective goals relating to
acquisitions or divestitures,
or any combination of these measures (in each case before or after such objective income and expense
allocations or adjustments as the Committee may specify within the Applicable Period).
The Committee shall determine whether such Performance Objectives are attained, and such determination
will be final and conclusive.
Each Performance Objective may be expressed in absolute and/or relative terms, may be based on or use
comparisons with current internal targets, the past performance of the Company (including the performance
of one or more Subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current
performance of other companies. In the case of earnings-based measures, Performance Objectives may use
comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity and/or
shares outstanding, or to assets or net assets.
The provisions governing the grants of Options and SARs and the establishment of Performance Objectives
for other Awards are intended to conform with all provisions of Code Section 162(m) and Treas. Reg. §
1.162-27 to the extent necessary to allow the Company a Federal income tax deduction for Awards as
“qualified performance based compensation,” provided that Committee retains the discretion whether to
make Awards that do not so qualify. The Committee also retains the discretion to specify that it can adjust
an Award payout downwards (to the extent permitted by the foregoing tax rules) under such factors as it
considers appropriate.
The measures used in setting Performance Objectives under the Plan for any given performance period will,
to the extent applicable, be determined in accordance with generally accepted accounting principles
(“GAAP”) and in a manner consistent with the methods used in the Company’s audited financial
statements, without regard to (i) extraordinary or nonrecurring items in accordance with GAAP, (ii) changes
in accounting, or (iii) the effect of discontinued operations, unless, in each of clauses (i)-(iii), the Committee
decides otherwise within the Applicable Period.

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The “Applicable Period” with respect to any performance period for an Award means a period beginning on
or before the first day of the performance period and ending no later than the earlier of (i) the 90th day of the
performance period or (ii) the date on which 25% of the performance period has been completed.
ADJUSTMENTS UPON Subject to any required action by the Company (which it shall promptly take) or its stockholders, and
CHANGES IN CAPITAL subject to the provisions of applicable corporate law, if, after the Date of Grant of an Award,
STOCK
the outstanding shares of Common Stock increase or decrease or change into or are exchanged for a
different number or kind of security by reason of any recapitalization, reclassification, stock split,
reverse stock split, combination of shares, exchange of shares, stock dividend, or other distribution
payable in capital stock, or
some other increase or decrease in such Common Stock occurs without the Company’s receiving
consideration,
the Administrator will make a proportionate and appropriate adjustment in the number of shares of Common
Stock underlying each Award, so that the proportionate interest of the participant immediately following
such event will, to the extent practicable, be the same as immediately before such event. Unless the
Administrator determines another method would be appropriate, any such adjustment to an Option will not
change the total price with respect to shares of Common Stock underlying the unexercised portion of an
Option or SAR but will include a corresponding proportionate adjustment in the Option’s or SAR’s Exercise
Price.
The Administrator will make a commensurate change to the maximum number and kind of shares provided in
the STOCK SUBJECT TO PLAN section.
In the event of a declaration of an extraordinary dividend on the Common Stock payable in a form other than
Common Stock in an amount that has a material effect on the price of the Common Stock, the Administrator
shall make such adjustments as it, in its sole discretion, deems appropriate in the outstanding Awards and
the maximum number of shares provided in the Stock Subject to Plan section.

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Any issue by the Company of any class of preferred stock, or securities convertible into shares of common
or preferred stock of any class, will not affect, and no adjustment by reason thereof will be made with
respect to, the number of shares of Common Stock subject to any Award or the Exercise Price except as this
ADJUSTMENTS section specifically provides. The grant of an Award under the Plan will not affect in any
way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or to consolidate, or to dissolve, liquidate, sell, or transfer all or
any part of its business or assets.
Substantial Corporate Change Upon a Substantial Corporate Change, the Plan and any forfeitable portions of the Awards will terminate
unless provision is made in writing in connection with such transaction for the assumption or continuation
of outstanding Awards, or the substitution for such Awards of any options or grants covering the stock or
securities of a successor employer corporation, or a parent or subsidiary of such successor, with
appropriate adjustments as to the number and kind of shares of stock and prices, in which event the Awards
will continue in the manner and under the terms so provided.
Unless the Board determines otherwise, if an Award would otherwise terminate pursuant to the preceding
sentence, the Administrator will either
provide optionees or holders of SARs will have the right, at such time before the consummation of the
transaction causing such termination as the Board reasonably designates, to exercise any unexercised
portions of an Option or SAR, whether or not they had previously become exercisable, or
for any Awards, cause the Company, or agree to allow the successor, to cancel each Award after
payment to the participant of an amount in cash, cash equivalents, or successor equity interests
substantially equal to the Fair Market Value under the transaction (minus, for Options and SARs, the
Exercise Price for the shares covered by the Option or SAR (and for any Awards, where the Board or
the Administrator determines it is appropriate, any required tax withholdings)).

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A Substantial Corporate Change means the


dissolution or liquidation of the Company,
merger, consolidation, or reorganization of the Company with one or more corporations in which the
Company is not the surviving corporation,
the sale of substantially all of the assets of the Company to another corporation,
or any transaction (including a merger or reorganization in which the Company survives) approved by
the Board that results in any person or entity (other than any affiliate of the Company as defined in
Rule 144(a)(1) under the Securities Act) owning 100% of the combined voting power of all classes of
stock of the Company.
SUBSIDIARY EMPLOYEES Employees of Company Subsidiaries will be entitled to participate in the Plan, except as otherwise
designated by the Board of Directors or the Administrator.
“Eligible Subsidiary” means each of the Company’s Subsidiaries, except as the Board otherwise specifies.
“Subsidiary” means any corporation, limited liability company, partnership or other entity (“corporation”)
(other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time
an Award is granted to a Participant under the Plan, each of the corporations (other than the last corporation
in the unbroken chain) owns stock or other equity possessing 20% or more of the total combined voting
power of all classes of stock or equity in one of the other corporations in such chain.
LEGAL COMPLIANCE The Company will not issue any shares of Common Stock under an Award until all applicable requirements
imposed by Federal and state securities and other laws, rules, and regulations, and by any applicable
regulatory agencies or stock exchanges, have been fully met. To that end, the Company may require the
participant to take any reasonable action to comply with such requirements before issuing such shares. No
provision in the Plan or action taken under it authorizes any action that is otherwise prohibited by Federal or
state laws, rules, or regulations, or by any applicable regulatory agencies or stock exchanges.

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The Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933
(“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”) and all regulations and rules
the Securities and Exchange Commission issues under those laws. Notwithstanding anything in the Plan to
the contrary, the Administrator must administer the Plan, and Awards may be granted and exercised, only in
a way that conforms to such laws, rules, and regulations. To the extent permitted by applicable law, the Plan
and any Awards will be deemed amended to the extent necessary to conform to such laws, rules, and
regulations.
PURCHASE FOR Unless a registration statement under the Securities Act covers the shares of Common Stock a participant
INVESTMENT AND OTHER receives under an Award, the Administrator may require, at the time of such grant and/or exercise and/or
RESTRICTIONS lapse of restrictions, that the participant agree in writing to acquire such shares for investment and not for
public resale or distribution, unless and until the shares subject to the Award are registered under the
Securities Act. Unless the shares are registered under the Securities Act, the participant must acknowledge:
that the shares received under the Award are not so registered,
that the participant may not sell or otherwise transfer the shares unless the shares have been
registered under the Securities Act in connection with the sale or transfer thereof, or
counsel satisfactory to the Company has issued an opinion satisfactory to the Company that the sale
or other transfer of such shares is exempt from registration under the Securities Act, and
such sale or transfer complies with all other applicable laws, rules, and regulations, including all
applicable Federal and state securities laws, rules, and regulations.
Additionally, the Common Stock, when issued under an Award, will be subject to any other transfer
restrictions, rights of first refusal, and rights of repurchase set forth in or incorporated by reference into
other applicable documents, including the Company’s articles or certificate of incorporation, by-laws, or
generally applicable stockholders’ agreements.

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The Administrator may, in its sole discretion, take whatever additional actions it deems appropriate to
comply with such restrictions and applicable laws, including placing legends on certificates and issuing
stop-transfer orders to transfer agents and registrars.
TAX WITHHOLDING The participant must satisfy all applicable Federal, state, and local income and employment tax withholding
requirements before the Company will deliver stock certificates or otherwise recognize ownership or
nonforfeitability under an Award. The Company may decide to satisfy the withholding obligations through
additional withholding on salary or wages. If the Company does not or cannot withhold from other
compensation, the participant must pay the Company, with a cashier’s check or certified check, the full
amounts required for withholding. Payment of withholding obligations is due at the same time as is payment
of the Exercise Price or lapse of restrictions, as applicable. If the Administrator so determines, the participant
may instead satisfy the withholding obligations (i) by directing the Company to retain shares from the
Option exercise or release of the Award, (ii) by tendering previously owned shares, (iii) by attesting to his
ownership of shares (with the distribution of net shares), or (iv) by having a broker tender to the Company
cash equal to the withholding taxes, subject, in each of the first three clauses, to a withholding of no more
than the minimum applicable tax withholding rate.
TRANSFERS, ASSIGNMENTS Unless the Administrator otherwise approves in advance in writing or as set forth below, an Award may not
OR PLEDGES be assigned, pledged, or otherwise transferred in any way, whether by operation of law or otherwise or
through any legal or equitable proceedings (including bankruptcy), by the participant to any person, except
by will or by operation of applicable laws of descent and distribution. If necessary to comply with Rule 16b-
3 under the Exchange Act, the participant may not transfer or pledge shares of Common Stock acquired
under an Award until at least six months have elapsed from (but excluding) the Date of Grant, unless the
Administrator approves otherwise in advance in writing. The Administrator may, in its discretion, expressly
provide that a participant may transfer his Award, without receiving consideration, to (i) members of the
optionee’s immediate family (children, grandchildren, or spouse), (ii) trusts for the benefit of such family
members, or (iii) partnerships whose only partners are such family members.
AMENDMENT OR The Board may amend, suspend, or terminate the Plan at any time, without the consent of the participants or
TERMINATION OF PLAN their beneficiaries; provided, however, that no amendment will deprive any participant or beneficiary of any
AND OPTIONS previously declared Award. Except as required by law or by the CORPORATE CHANGES section, the

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Administrator may not, without the participant’s or beneficiary’s consent, modify the terms and conditions
of an Award so as to adversely affect the participant. No amendment, suspension, or termination of the Plan
will, without the participant’s or beneficiary’s consent, terminate or adversely affect any right or obligations
under any outstanding Awards.
PRIVILEGES OF STOCK No participant and no beneficiary or other person claiming under or through such participant will have any
OWNERSHIP right, title, or interest in or to any shares of Common Stock allocated or reserved under the Plan or subject to
any Award except as to such shares of Common Stock, if any, that have been issued to such participant.
EFFECT ON OUTSTANDING All options outstanding under the 1987 Plan will remain subject to the terms of the 1987 Plan before its
OPTIONS amendment into this Plan; provided, however, that limitations imposed on such options by Rule 16b-3 will
continue to apply only to the extent Rule 16b-3 so requires.
EFFECT ON OTHER PLANS Whether receiving or exercising an Award causes the participant to accrue or receive additional benefits
under any pension or other plan is governed solely by the terms of such other plan.
LIMITATIONS ON LIABILITY Notwithstanding any other provisions of the Plan, no individual acting as a director, employee, or agent of
the Company shall be liable to any participant, former participant, spouse, beneficiary, or any other person
for any claim, loss, liability, or expense incurred in connection with the Plan, nor shall such individual be
personally liable because of any contract or other instrument he executes in such other capacity. The
Company will indemnify and hold harmless each director, employee, or agent of the Company to whom any
duty or power relating to the administration or interpretation of the Plan has been or will be delegated,
against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a
claim with the Board’s approval) arising out of any act or omission to act concerning this Plan unless arising
out of such person’s own fraud or bad faith.
NO EMPLOYMENT Nothing contained in this Plan constitutes an employment contract between the Company and the
CONTRACT participants. The Plan does not give the participants any right to be retained in the Company’s employ, nor
does it enlarge or diminish the Company’s right to terminate the participant’s employment.
APPLICABLE LAW The laws of the State of Delaware (other than its choice of law provisions) govern this Plan and its
interpretation.

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DURATION OF PLAN Unless the Board extends the Plan’s term, the Administrator may not grant Awards after May 4, 2008. The
Plan will then terminate but will continue to govern unexercised and unexpired Awards.
CODE SECTION 409A Notwithstanding anything to the contrary in this Plan or any Award agreement, these provisions shall apply
REQUIREMENTS to any payments and benefits otherwise payable to or provided to a participant under this Plan and any
Award. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made
under this Plan or an Award shall be considered a “separate payment.” In addition, for purposes of Code
Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Code
Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury
Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the
second calendar year following the calendar year containing the participant’s “separation from service” (as
defined for purposes of Code Section 409A)) the “two years/two-times” separation pay exemption of
Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.
If the participant is a “specified employee” as defined in Code Section 409A (and as applied according to
procedures of the Company and its affiliates) as of his separation from service, to the extent any payment
under this Plan or an Award constitutes deferred compensation (after taking into account any applicable
exemptions from Code Section 409A), and to the extent required by Code Section 409A, no payments due
under this Plan or an Award may be made until the earlier of: (i) the first day of the seventh month following
the participant’s separation from service, or (ii) the participant’s date of death; provided, however, that any
payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without
interest, on the first day of the seventh month following the participant’s separation from service. If this
Plan or any Award fails to meet the requirements of Code Section 409A, neither the Company nor any of its
affiliates shall have any liability for any tax, penalty or interest imposed on the participant by Code Section
409A, and the participant shall have no recourse against the Company or any of its affiliates for payment of
any such tax, penalty or interest imposed by Code Section 409A.

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Exhibit 10.13

AMENDED AND RESTATED DANAHER CORPORATION & SUBSIDIARIES


EXECUTIVE DEFERRED INCENTIVE PROGRAM

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008


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DANAHER CORPORATION & SUBSIDIARIES


EXECUTIVE DEFERRED INCENTIVE PROGRAM

WHEREAS, the Plan Sponsor established this Plan, effective as of March 1, 1995, to further the long-term growth of the Plan Sponsor
and its subsidiary Employers by offering deferred compensation in addition to current compensation to a select group of management and
highly compensated employees of the Plan Sponsor and its subsidiary Employers who are involved in such growth; and

WHEREAS, under Section 7.1 of this Plan, the Plan Sponsor has reserved unto itself the right to amend this Plan; and

WHEREAS, the Plan Sponsor previously amended this Plan effective January 1, 1997; and

WHEREAS, the Plan Sponsor previously amended and restated this Plan, generally effective as of August 1, 2003, by modifying the
Plan’s design to provide a more competitive retirement benefit for the select group of management and highly compensated employees of the
Plan Sponsor and its subsidiary Employers; and

WHEREAS, the Plan Sponsor again amended and restated this Plan, generally effective as of May 15, 2007, except as otherwise
provided, by (i) increasing the number of shares of Common Stock available for issuance hereunder from 1,000,000 to 2,000,000 to adjust for the
effect of the two-for-one split of the Common Stock in May 2004, and (ii) incorporating appropriate anti-dilution provisions to ensure that
going forward, the amount of shares of Common Stock available for issuance hereunder is not proportionately reduced as a result of stock
splits or other adjustments to the Plan Sponsor’s capital stock; and

WHEREAS, the Plan Sponsor now desires to amend and restate this Plan, generally effective as of January 1, 2008, except as otherwise
provided herein, to comply with Code Section 409A and all formal regulations, rulings, and guidance issued thereunder.

NOW, THEREFORE, in order to accomplish such purpose, the Plan Sponsor has adopted, by appropriate resolutions, this amended and
restated Plan effective as of January 1, 2008. It is intended that this Plan, together with the Trust Agreement, shall be unfunded for purposes of
the Code and shall constitute an unfunded pension plan maintained for a select group of management and highly compensated employees for
purposes of Title I of ERISA.
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ARTICLE I

DEFINITIONS

As used in this Plan, each of the following terms shall have the respective meaning set forth below unless a different meaning is plainly
required by the content.

1.1 Administrator. The individual or committee appointed by the Plan Sponsor to administer the Plan pursuant to Article V.

1.2 Applicable Percentage. With respect to a Participant for a Performance Cycle, the applicable percentage determined from the table in
Appendix A depending on (a) the Participant’s Target Compensation for the Performance Cycle and (b) the Participant’s exact age on the
Cycle Beginning Date or, if later, the Participant’s Participation Date. Effective January 1, 2004, with respect to a Participant for a Performance
Cycle beginning on or after January 1, 2004, the applicable percentage determined from the table in Appendix A depending on the Participant’s
Years of Participation as of the Cycle Beginning Date.

1.3 Beneficiary. An individual or entity entitled to receive any benefits under this Plan that are payable upon a Participant’s death.

1.4 Benefit Account. With respect to a Participant, the account maintained on behalf of the Participant to record any Benefit Amounts
and Performance Shares credited thereto or forfeited therefrom, any earnings credited thereto and any losses debited therefrom in accordance
with the terms of this Plan.

1.5 Benefit Amount. With respect to a Participant for a Performance Cycle, the Performance Shares credited pursuant to Section 3.4 and
any dollar amounts calculated and credited pursuant to Section 3.4.

1.6 Bonus. With respect to a Participant for a Plan Year, the amount (if any) of the Participant’s Target Bonus for the Plan Year that shall
be determined to have been earned by the Participant in accordance with the Plan Sponsor’s bonus program, excluding any amount thereof
that shall be contributed on the Participant’s behalf as a Salary Deferral Contribution to the 401(k) Plan.

1.7 Bonus Deferral Amount. With respect to a Participant for a Plan Year, an amount of the Participant’s Target Bonus or Bonus for the
last preceding Plan Year that the Participant has elected to defer pursuant to Section 3.3.

1.8 Code. The Internal Revenue Code of 1986, as it may be amended from time to time.

1.9 Common Stock. The common stock of the Plan Sponsor.

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1.10 Common Stock Price. With respect to a specified date as of which the price of shares of Common Stock shall be determined, the
closing price on the New York Stock Exchange of one (1) share of Common Stock on the business day last preceding the specified date.
Notwithstanding the foregoing, with respect to the calculation of any Option Gain with respect to any Options exercised by a Participant and
the crediting of any Gain Shares to a Participant’s Option Shares Account, the Common Stock Price determined as of any time shall be the
most recent closing price on the New York Stock Exchange of one (1) share of Common Stock. Solely for purposes of documenting
administrative practice under the terms of the Plan, in determining the Common Stock Price under this Section 1.10 of the Plan, the terms
“closing price on the New York Stock Exchange” and “most recent closing price on the New York Stock Exchange” shall not be construed to
mean the adjusted closing price on the New York Stock Exchange.

1.11 Cycle Beginning Date. With respect to a Performance Cycle, the first (1st) day of the Performance Cycle.

1.12 Cycle Ending Date. With respect to a Performance Cycle, the last day of the Performance Cycle or, if earlier, the date during the
Performance Cycle as of which this Plan shall terminate.

1.13 Deferral Account. With respect to a Participant, the account (if any) maintained on behalf of the Participant to record the Salary
Deferral Amounts (if any) and Bonus Deferral Amounts (if any) that have been credited on the Participant’s behalf and any earnings credited
thereto in accordance with the terms of this Plan.

1.14 Distributable Amount. With respect to any specified date coincident with or subsequent to the Eligibility Termination Date of a
Participant or a deceased Participant, the balance (if any) as of the specified date in the Participant’s Distribution Account (subsequent to any
crediting thereof pursuant to Section 3.6 as of such Eligibility Termination Date).

1.15 Distribution Account. With respect to a Participant, the account (if any) maintained on behalf of the Participant to record the
amounts to be distributed to the Participant or his or her Beneficiary or Beneficiaries and any earnings credited thereto in accordance with the
terms of this Plan.

1.16 Distribution Date. With respect to a Participant or a deceased Participant whose Employment Termination Date has occurred, the
date as of which the Distributable Amount and the Participant’s Option Shares Account shall be paid to the Participant or the deceased
Participant’s Beneficiary or Beneficiaries, as applicable, or the date as of which the first (1st) installment of the Distributable Amount and the
Participant’s Option Shares Account shall be paid to the Participant.

1.17 Dividend Share. One (1) Notional Share credited to a Participant’s Option Shares Account pursuant to Section 3.2.

1.18 ERISA. The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.19 Earnings Credit. With respect to a Participant, a nominal amount determined pursuant to Sections 3.3(f), 3.4(d), 3.5(b), and 3.6(b) of
this Plan for crediting to or deducting from the Participant’s Deferral Account, Benefit Account, Rollover Account, and Distribution Account
pursuant to Sections 3.3(f), 3.4(d), 3.5(b), and 3.6(b) respectively, of this Plan; provided, however,

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that, notwithstanding the foregoing, the Plan Sponsor acknowledges that increases and decreases in the value of the Notional Shares and
other amounts credited to any of the aforementioned Accounts that are invested in the Common Stock investment option shall arise from
increases and decreases in the value of Common Stock rather than from the crediting of earnings.

1.20 Earnings Crediting Rate. With respect to a Participant, the rate at which nominal earnings shall be credited to, or nominal losses shall
be deducted from, all or a designated portion of the Participant’s Deferral Account, Benefit Account, Rollover Account and Distribution
Account, as determined pursuant to Sections 3.3, 3.4, 3.5, and 3.6 respectively, of this Plan; provided, however, that, notwithstanding the
foregoing, the Plan Sponsor acknowledges that increases and decreases in the value of the Notional Shares and other amounts credited to any
of the aforementioned Accounts that are invested in the Common Stock investment option shall arise from increases and decreases in the
value of Common Stock rather than from the crediting of earnings.

1.21 Effective Date. January 1, 2008, except as otherwise provided. The original effective date of this Plan is March 1, 1995.

1.22 Eligible Compensation.


(a) Cycle Beginning Date Prior to January 1, 2004. With respect to a Participant for a Performance Cycle beginning prior to
January 1, 2004:
(i) Eligible Employee on Cycle Beginning Date. If the Participant’s Participation Date occurs on or before the Cycle Beginning
Date of the Performance Cycle and the Participant is an Eligible Employee on such Cycle Beginning Date, the product (rounded to
two (2) decimal places) of (i) the Applicable Percentage, (ii) PV Factor 1+2+3, and (iii) the Participant's Target Compensation.
(ii) Eligible Employee After Cycle Beginning Date. If the Participant’s Participation Date occurs after the Cycle Beginning Date
of the Performance Cycle but during the Performance Cycle, the product (rounded to two (2) decimal places) of the Applicable
Percentage and the amount determined in accordance with Paragraphs (i) through (iii) below, as applicable, depending on the Plan
Year in the Performance Cycle during which the Participant’s Participation Date occurs:
(A) First Plan Year. If the Participant’s Participation Date occurs during the first (1st) Plan Year in the Performance
Cycle, such amount shall equal the sum of (A) the product of (I) PV Factor 0 based on the Months Factor, (II) the
Participant’s Target Compensation, (III) the Months Factor, and (IV) one-twelfth (1/12) and (B) the product of (I) PV Factor
1+2 and (II) the Participant’s Target Compensation.
(B) Second Plan Year. If the Participant’s Participation Date occurs during the second (2nd) Plan Year in the
Performance Cycle, such amount shall equal the sum of (A) the product of (I) PV Factor 0 based on the Months Factor, (II)
the Participant’s Target Compensation, (III) the Months Factor, and (IV) one-twelfth (1/12) and (B) the product of (I) PV
Factor 1 and (II) the Participant’s Target Compensation.

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(C) Third Plan Year. If the Participant’s Participation Date occurs during the third (3rd) Plan Year in the Performance
Cycle, such amount shall equal the product of (A) PV Factor 0 based on the Months Factor, (B) the Participant’s Target
Compensation, (C) the Months Factor, and (D) one-twelfth (1/12).
(b) Cycle Beginning Date on or After January 1, 2004. With respect to a Participant for a Performance Cycle beginning on or after
January 1, 2004:
(i) Eligible Employee on Cycle Beginning Date. If the Participant’s Participation Date occurs on or before the Cycle Beginning
Date of the Performance Cycle and the Participant is an Eligible Employee on such Cycle Beginning Date, the product (rounded to
two (2) decimal places) of (I) the Applicable Percentage and (II) the Participant’s Target Compensation.
(ii) Eligible Employee After Cycle Beginning Date. If the Participant’s Participation Date occurs after the Cycle Beginning Date
but during the Performance Cycle, the product (rounded to two (2) decimal places) of (I) the Applicable Percentage, (II) the
Participant’s Target Compensation, and (III) the Months Factor for the month in which the Participant’s Participation Date occurs.

1.23 Eligible Employee. (a) An Employee who was hired on or before January 1, 1995, and who is an Initial Participant, (b) an Employee
who was hired after January 1, 1995, and whose employment position is listed in the records prepared and maintained by the Administrator, or
(c) effective on and after January 1, 1998, an Employee who is a Rollover Participant. Notwithstanding the foregoing sentence, the
Administrator, in his or her sole discretion, may determine that an Employee who was hired on or before January 1, 1995, and who is not an
Initial Participant shall become an Eligible Employee under such circumstances as the Administrator, in his or her sole discretion, may deem
appropriate so long as the Employee has an employment position that is listed in the records prepared and maintained by the Administrator.

1.24 Eligibility Termination Date. With respect to a Participant who is an Eligible Employee, the earliest of (a) the Participant’s
Employment Termination Date, or (b) the date that the Participant is no longer an Eligible Employee as defined in Section 1.23(b).

1.25 Employee. An individual who performs services for an Employer.

1.26 Employer. (a) The Plan Sponsor or (b) an employer that is a member of the Plan Sponsor’s “controlled group of corporations, trades,
or businesses,” as such term shall be defined in Code Sections 414(b) and 414(c), and that has adopted this Plan by executing an adoption
agreement with the Plan Sponsor, the terms of which shall thereupon be incorporated by reference as a part of the Plan.

1.27 Employment Termination Date. With respect to a Participant, the earlier of the date that the Participant ceases being an Employee or
the date as of which this Plan is terminated. Notwithstanding the foregoing, with respect to any Section 409A Amount of a Participant, the
Participant’s “Employment Termination Date” shall be the date that the Participant separates from service with all Employers, whether by
death, retirement, or other termination of employment, in a manner consistent with the definition in Treas. Reg. Section 1.409A-1(h).

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1.28 Gain Share. One (1) Notional Share credited to a Participant’s Option Shares Account pursuant to Section 3.2(d).

1.29 Grandfathered Amount. With respect to a Participant, any portion of the following account balances that was vested as of
December 31, 2004: the Performance Shares Account, the Benefit Account, the Option Shares Account, the Deferral Account, the Rollover
Account, and the Distribution Account; and any earnings credited thereto and any losses deducted therefrom on or after January 1, 2005, in
accordance with the terms of the Plan.

1.30 Identification Date. December 31, 2007, and December 31 of each calendar year thereafter.

1.31 Initial Participant. An Employee who became a Participant as of March 1, 1995, and is designated as an initial participant in the
records prepared and maintained by the Administrator.

1.32 Long-term Rate. With respect to a Performance Cycle, the closing price of the ten (10)-year Treasury bond rate on the business day
last preceding the Cycle Beginning Date of the Performance Cycle or such other long-term interest rate as shall be determined for the remainder
of the Performance Cycle by the Administrator in his or her sole discretion.

1.33 Months Factor. With respect to a Performance Cycle and a Participant whose Participation Date occurs after the Cycle Beginning
Date of the Performance Cycle but during the Performance Cycle, the number of months between the Participant’s Participation Date and the
last day of the Plan Year during such Performance Cycle in which his or her Participation Date occurred as provided in Appendix B.

1.34 Notional Share. One (1) notional share equivalent in value to one (1) share of Common Stock.

1.35 Option. With respect to a Participant, a nonqualified stock option in which the Participant is vested under any stock option plan
maintained by the Plan Sponsor.

1.36 Option Exercise Date. With respect to Options held by a Participant, the date (if any) as of which the Participant exercises the
Options.

1.37 Option Gain. With respect to the Options exercised by a Participant as of an Option Exercise Date, the product of (a) the number of
Options exercised and (b) the difference between (i) the Common Stock Price on the Option Exercise Date and (ii) the exercise price per share of
Common Stock.

1.38 Option Shares Account. With respect to a Participant, the account (if any) maintained on behalf of the Participant to record any Gain
Shares and any Dividend Shares that have been credited on his or her behalf under this Plan.

1.39 PV Factor 0. With respect to a Performance Cycle with a Cycle Beginning Date before January 1, 2004, and a Participant whose
Participation Date occurs after the Cycle Beginning Date of the Performance Cycle but during the Performance Cycle, a present value factor
applicable

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in determining the Participant’s Eligible Compensation for the Performance Cycle, which shall be (a) the factor provided in Appendix B based
on the applicable Months Factor and an interest rate of eight percent (8%) per annum, compounded annually, or (b) such other factor as shall
be similarly calculated as shall be determined by the Administrator in his or her sole discretion.

1.40 PV Factor 1. With respect to a Performance Cycle with a Cycle Beginning Date before January 1, 2004, and a Participant whose
Participation Date occurs after the Cycle Beginning Date of the Performance Cycle but during the second (2nd) Plan Year during the
Performance Cycle, a present value factor applicable in determining the Participant’s Eligible Compensation for the Performance Cycle, which
shall be (a) the factor provided in Appendix B based on an interest rate of eight percent (8%) per annum, compounded annually, or (b) such
other factor as shall be similarly calculated as shall be determined by the Administrator in his or her sole discretion.

1.41 PV Factor 1+2. With respect to a Performance Cycle with a Cycle Beginning Date before January 1, 2004, and a Participant whose
Participation Date occurs after the Cycle Beginning Date of the Performance Cycle but during the first (1st) Plan Year during the Performance
Cycle, a present value factor applicable in determining the Participant’s Eligible Compensation for the Performance Cycle, which shall be (a) the
factor provided in Appendix B based on an interest rate of eight percent (8%) per annum, compounded annually, or (b) such other factor as
shall be similarly calculated as shall be determined by the Administrator in his or her sole discretion.

1.42 PV Factor 1+2+3. With respect to a Performance Cycle with a Cycle Beginning Date before January 1, 2004, and a Participant whose
Participation Date occurs on or before the Cycle Beginning Date of the Performance Cycle, a present value factor applicable in determining the
Participant’s Eligible Compensation for the Performance Cycle, which shall be (a) the factor provided in Appendix B based on an interest rate
of eight percent (8%) per annum, compounded annually, or (b) such other factor as shall be similarly calculated as shall be determined by the
Administrator in his or her sole discretion.

1.43 Participant. An Eligible Employee or former Eligible Employee who is participating in this Plan pursuant to Article II.

1.44 Participation Date. With respect to an Eligible Employee, the date (if any) as of which the Eligible Employee shall become a
Participant as determined pursuant to Section 2.1.

1.45 Payroll Period. With respect to an Eligible Employee, a period with respect to which the Eligible Employee receives a pay check or
otherwise is paid for services that he or she performs during the period for an Employer.

1.46 Pension Plan. Danaher Corporation & Subsidiaries Pension Plan or any successor plan thereto, as it may be amended from time to
time.

1.47 Performance Cycle. The three (3) consecutive Plan Years beginning on March 1, 1995 or any successive period of three
(3) consecutive Plan Years. Effective January 1, 2004, a period of one (1) Plan Year.

1.48 Performance Share. One (1) Notional Share.

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1.49 Performance Shares Account. With respect to a Participant, the account maintained on behalf of the Participant to record the
Performance Shares (if any) that have been credited on the Participant’s behalf for a Performance Cycle.

1.50 Plan. Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, as it is set forth herein and as it may be amended
from time to time.

1.51 Plan Sponsor. Danaher Corporation.

1.52 Plan Year. The period beginning on March 1, 1995 and ending on December 31, 1995, or a calendar year beginning on or after
January 1, 1996.

1.53 Rollover Account. With respect to a Rollover Participant, the account (if any) maintained on behalf of the Rollover Participant to
record the Rollover Amount (if any) that has been credited on the Rollover Participant’s behalf and any earnings credited thereto in
accordance with the terms of this Plan.

1.54 Rollover Amount. With respect to a Rollover Participant, the nonforfeitable dollar amount as of a specified date that the
Administrator has permitted to be credited under this Plan pursuant to Section 3.5 of this Plan.

1.55 Rollover Participant. An Employee who elects to transfer to this Plan a nonforfeitable dollar amount previously granted to the
Employee under another arrangement maintained by an employer as permitted by the Administrator in his or her sole discretion.

1.56 Salary. With respect to a Participant for a Payroll Period, the total cash compensation (if any) that is payable to the Participant by
any Employer during the Payroll Period and that would be reportable on the Participant’s federal income tax withholding statement (Form W-2),
including, but not limited to, salary and overtime pay, but excluding any Bonus that is payable to the Participant during the Payroll Period and
any amount of such cash compensation that shall be contributed on the Participant’s behalf as a Salary Deferral Contribution to the 401(k)
Plan, plus remuneration as defined in Code Section 3401(a)(8)(A) to the extent not otherwise reported on the Participant’s Form W-2 (excluding
housing, COLA, tax equalization, hardship and special allowances). Solely for purposes of documenting administrative practice under the
terms of the Plan, under this Section 1.56 of the Plan, any hiring bonus paid to a Participant for a Payroll Period may be considered to be part of
the Salary that is payable to the Participant by any Employer for the Payroll Period.

1.57 Salary Deferral Amount. With respect to a Participant for a Plan Year, an amount of the Participant’s Salary for a Payroll Period
during the Plan Year that the Participant has elected to defer pursuant to Section 3.3.

1.58 Salary Deferral Contribution. The term “Salary Deferral Contribution” shall be defined in this Plan as it shall be defined in the 401(k)
Plan.

1.59 Section 409A Amount. With respect to a Participant, any of the following amounts: (1) the portion of the Participant’s Benefit
Account that is unvested as of December 31, 2004 (if any), determined as the product of (I) the balance in the Participant’s Benefit Account as
of

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December 31, 2004 and (II) the difference between one hundred percent (100%) and the applicable Vesting Percentage attributable to the
Participant’s Benefit Amounts as of December 31, 2004, determined in accordance with Section 3.4(e)(iii) of the Plan, and any earnings credited
thereto and any losses deducted therefrom on or after January 1, 2005 in accordance with the terms of the Plan; and (2) any and all Benefit
Amounts, Bonus Deferral Amounts, Salary Deferral Amounts, Performance Shares, and Rollover Amounts that in accordance with the terms of
the Plan are credited on the Participant’s behalf on and after January 1, 2005, and any earnings credited thereto and any losses deducted
therefrom in accordance with the terms of the Plan (as well as any Distribution Amounts attributable to the amounts described in this
subsection (2)). Any Rollover Amount credited on behalf of a Rollover Participant on or after January 1, 2005 shall be not deemed to be a
Section 409A Amount to the extent expressly provided in connection with any merger or consolidation of a nonqualified deferred
compensation plan (as defined in Code Section 409A) with and into this Plan.

1.60 Specified Employee. An Employee who is a “key employee” as such term is defined in Code Section 416(i) without regard to Code
Section 416(i)(5). For purposes of determining which Employees are key employees, an Employee is a key employee if the Employee meets the
requirements of Code Section 416(i)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code
Section 416(i)(5)) at any time during the 12-month period ending on an Identification Date; provided, however, that all Employees who are
nonresident aliens during the entire 12-month period ending with the relevant Identification Date shall be excluded in any such determination.

1.61 Target Bonus. With respect to a Participant for a Plan Year, the target bonus (if any) that may be earned by the Participant for the
Plan Year as determined in accordance with the Plan Sponsor’s bonus program applicable to such Participant as from time to time in effect.

1.62 Target Compensation. With respect to a Participant for a Performance Cycle, the sum of (a) the Participant’s annual base salary for
the first (1st) Plan Year in the Performance Cycle or, if later, the Plan Year in the Performance Cycle during which the Participant’s Participation
Date occurs and (b) the Participant’s Target Bonus for the same such Plan Year. Effective January 1, 2004, with respect to a Participant for a
Performance Cycle, the sum of (a) the Participant’s annual base salary for the Performance Cycle and (b) the Participant’s Target Bonus for the
same such Performance Cycle.

1.63 Trust Agreement. Trust Agreement for the Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, as it may be
amended from time to time.

1.64 Valuation Date. The monthly or other more frequent periodic date selected by the Administrator to value Benefit Accounts, Deferral
Accounts, Rollover Accounts, and Distribution Accounts; provided, however, that the first Valuation Date shall be August 1, 2003. With
respect to a Participant whose Eligibility Termination Date does not coincide with a Valuation Date defined in the preceding sentence, the
Participant’s Eligibility Termination Date shall be deemed a Valuation Date solely with respect to that Participant.

1.65 Valuation Period. A period beginning on a Valuation Date and ending on the day before the next succeeding Valuation Date.

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1.66 Vesting Percentage. With respect to a Benefit Amount and Performance Shares credited to a Participant’s Benefit Account, the
percentage to be applied to such Benefit Amount and Performance Shares to determine the amount thereof to which the Participant shall have
a nonforfeitable right, subject to any provision to the contrary in Section 3.4 or 5.9 or the Trust Agreement.

1.67 Vesting Year of Participation. Effective January 1, 2004, with respect to a Participant other than a Rollover Participant, a twelve (12)-
consecutive month period beginning on (A) the later of (i) January 1, 2004 or (ii) the Participant’s Participation Date, or (B) an anniversary
thereof during which the Participant remains an Eligible Employee, where the term “Eligible Employee” shall be defined only as in Sections
1.23(a) and (b) of this Plan; provided, however, that, in the case of a Participant who shall be absent from employment with an Employer for
any reason for more than six (6) consecutive weeks, unless otherwise determined by the Administrator in his or her sole discretion, the
Participant shall not be deemed to have remained an Eligible Employee for purposes of this Section and the date as of which any future Years
of Participation shall be determined for the Participant shall begin on the date of his or her return (if any) from such absence.

1.68 Year of Participation. With respect to a Participant other than a Rollover Participant, (i) the ten (10)-consecutive month period
beginning on March 1, 1995, and (ii) a twelve (12)-consecutive month period beginning on (A) the Participant’s Participation Date, or (B) an
anniversary thereof during which the Participant remains an Eligible Employee, where the term “Eligible Employee” shall be defined only as in
Sections 1.23(a) and (b) of this Plan; provided, however, that, in the case of a Participant who shall be absent from employment with an
Employer for any reason for more than six (6) consecutive weeks, unless otherwise determined by the Administrator in his or her sole
discretion, the Participant shall not be deemed to have remained an Eligible Employee for purposes of this Section and the date as of which
any future Years of Participation shall be determined for the Participant shall begin on the date of his or her return (if any) from such absence.

1.69 Year of Service. With respect to a Participant, a twelve (12)-consecutive month period beginning on the Participant’s employment
date with an Employer or an anniversary thereof during which the Participant remains an Employee; provided, however, that, in the case of a
Participant who shall be absent from employment with an Employer for any reason for more than six (6) consecutive weeks, unless otherwise
determined by the Administrator in his or her sole discretion, the Participant shall not be deemed to have remained an Employee for purposes
of this Section and the date as of which any future Years of Service shall be determined for the Participant shall begin on the date of his or her
return (if any) from such absence.

1.70 401(k) Plan. Danaher Corporation & Subsidiaries Savings Plan or any successor thereto, as it may be amended from time to time.

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ARTICLE II

PARTICIPATION

2.1 Commencement of Participation. An Eligible Employee who is an Initial Participant may become a Participant as of March 1, 1995, and
any other Eligible Employee may become a Participant as of the date that is the first (1st) day of a month and that coincides with or follows the
later of March 1, 1995, or the date that the individual became an Eligible Employee; provided that the Eligible Employee completes an
enrollment form and files it with the Administrator within the time period specified by the Administrator.

2.2 Termination of Participation.


(a) Participant Ceases Being an Eligible Employee. A Participant who ceases being an Eligible Employee but remains an Employee
shall cease being a Participant as of his or her Eligibility Termination Date if the Participant’s Distributable Amount as of such date (as
determined subsequent to any crediting of his or her Distribution Account pursuant to Section 3.6 as of such date) equals zero (0) and
his or her Option Shares Account (if any) has a zero (0) balance.
(b) Participant Ceases Being an Employee. A Participant who ceases being an Employee shall cease being a Participant as of the
earlier of the Participant’s date of death or the date as of which the Participant’s Distributable Amount (as determined subsequent to any
crediting of his or her Distribution Account pursuant to Section 3.6 as of his or her Eligibility Termination Date) equals zero (0) and his or
her Option Shares Account (if any) has a zero (0) balance.

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ARTICLE III

ACCOUNTS AND VESTING

3.1 Performance Share Accounts.


(a) Award of Performance Shares. With respect to each Performance Cycle, the Administrator shall credit Participants’ Performance
Shares Accounts with Performance Shares in accordance with the following:
(i) Eligible Employee on Cycle Beginning Date. With respect to each Participant whose Participation Date occurred on or
before the Cycle Beginning Date of the Performance Cycle, if the Participant shall be an Eligible Employee on the Cycle Beginning
Date, the Administrator shall credit the Participant’s Performance Shares Account as of the Cycle Beginning Date (but subsequent
to any zeroing of such account pursuant to Section 3.4) with a number of Performance Shares equal to the quotient (rounded to the
nearer whole number) of (A) the Participant’s Eligible Compensation and (B) the Common Stock Price as of the Cycle Beginning
Date.
(ii) Eligible Employee After Cycle Beginning Date. With respect to each Participant whose Participation Date occurs after the
Cycle Beginning Date of the Performance Cycle but during the Performance Cycle, the Administrator shall credit the Participant’s
Performance Shares Account as of his or her Participation Date with a number of Performance Shares equal to the quotient
(rounded to the nearer whole number) of (A) the Participant’s Eligible Compensation and (B) the Common Stock Price as of the
Participant’s Participation Date.
(b) Limitations With Respect To Performance Shares.
(i) No Shareholder Rights. A Performance Share has no legal relation to a share of Common Stock and, accordingly, no
Participant who has a balance in his or her Performance Shares Account shall be entitled to any dividend, voting, or other rights of
a shareholder of Common Stock with respect to the Performance Shares in his or her Performance Shares Account.
(ii) No Right to Payment. No payment shall be made for any one (1) or more of the Performance Shares in a Participant’s
Performance Shares Account except as provided in Section 4.2.
(iii) Cancellation of Performance Shares. The Administrator may cancel all or any number of the Performance Shares in a
Participant’s Performance Shares Account with the written consent of the Participant.

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3.2 Option Share Accounts. Notwithstanding anything to the contrary herein, no elections to defer Option Gains are permitted under the
terms of this Plan on or after January 1, 2005, and the provisions of this Plan relating to Option Gains shall only apply with respect to elections
to defer Option Gains made prior to January 1, 2005.
(a) Exercise of Options. With respect to any Option Gain deferred under this Plan, it is the Plan Sponsor’s intent that: (i) the
Participant first exercise the associated Options in a stock-for-stock exercise under the terms of the applicable stock option plan
maintained by the Plan Sponsor; (ii) the shares to be returned to the Participant in connection with the stock-for-stock exercise of the
Options under the stock option plan shall be issued from the shares of Common Stock available under such stock option plan and shall
be equal in number to the shares initially tendered by the Participant in connection with the Option exercise; (iii) with respect to the
aggregate market value of the Option Gain, (A) the value of such Option Gain shall be credited to the Participant’s Option Shares
Account under this Plan, (B) the stock option plan shall not issue any shares of Common Stock thereunder with respect to such Option
Gain, and (C) this Plan shall issue any such shares of Common Stock with respect to the Option Gain from the shares of Common Stock
available for issuance under this Plan in accordance with the terms of this Plan.
(b) Election to Defer. Subject to this Section, a Participant who is an Eligible Employee (i) may elect prior to the last day of a Plan
Year to defer any Option Gain realized as a result of any exercise by the Participant of any Options during the last six (6) months of the
next succeeding Plan Year, or (ii) may elect prior to the last day of the sixth (6th) month of a Plan Year to defer any Option Gain realized as
a result of any exercise by the Participant of any Options during the first six (6) months of the next succeeding Plan Year.
(c) Election Procedures. Subject to any further procedures established by the Administrator pursuant to Article V, a Participant
shall make any deferral election that he or she desires to make pursuant to Subsection (b) above by properly completing an election form
and filing the form with the Administrator. A Participant may not, at any time, revoke a deferral election made pursuant to this Section.
(d) Crediting of Gain Shares. Subject to Subsection (e) below, with respect to each Participant who exercises Options subject to a
deferral election made pursuant to Subsection (b) above, if the Participant shall be an Eligible Employee on the respective Option
Exercise Date, as soon as administratively possible after the Administrator shall have received notice that the Options have been
exercised, the Administrator shall credit the Participant’s Option Shares Account with a number of Gain Shares equal to the quotient
(rounded to the nearer hundredth) of (i) the Participant’s Option Gain from the exercise of the Options and (ii) the Common Stock Price as
of the Option Exercise Date.
(e) No Crediting of Gain Shares. Notwithstanding Subsection (d) above, Gain Shares shall be credited to a Participant’s Option
Shares Account with respect to the Participant’s exercise of Options subject to a deferral election made pursuant to Subsection
(b) above only in the event that: (i) the Participant shall have delivered pursuant to the applicable stock option plan maintained by the
Plan Sponsor shares of Common Stock that the Participant has held for at least six (6) months with an aggregate value equal to the
aggregate exercise price of the Options exercised (or proof that the Participant owns such shares); (ii) the Participant shall deliver to the
Administrator a check for any federal employment taxes applicable to the deferral of the Option Gain on the exercise of the Options;
(iii) the Participant shall have exercised at least 1,000 Options; (iv) the Participant has not already exercised any Options in the same
calendar month; and (v) the Option Gain is at least $25,000.

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(f) Crediting of Dividend Shares. With respect to each Participant who has an Option Shares Account, as soon as administratively
possible after any dividend payment date with respect to the Common Stock, the Administrator shall credit the Participant's Option
Shares Account with a number of Dividend Shares equal to the quotient (rounded to the nearer hundredth) of (i) the product of (A) the
dividend amount per share of Common Stock and (B) the number of Option Shares credited to his or her Option Shares Account and
(ii) the Common Stock Price as of the dividend payment date.
(g) Limitations With Respect to Option Shares.
(i) No Shareholder Rights. No Option Share shall have any legal relation to a share of Common Stock and, accordingly, no
Participant who has a balance in his or her Option Shares Account shall be entitled to any dividend, voting, or other rights of a
shareholder of Common Stock with respect to the Option Shares in his or her Option Shares Account except as otherwise provided
in Subsection (f) above.
(ii) No Right to Payment. No payment shall be made for any of the Option Shares in a Participant’s Option Shares Account
except as provided in Section 4.3.

3.3 Deferral Accounts.


(a) Election to Defer. Subject to this Section:
(i) Bonus Deferral Amounts. A Participant who is an Eligible Employee may elect to have an amount of his or her Target
Bonus for a Plan Year, a percentage of his or her Bonus for a Plan Year, or any amount of his or her Bonus as exceeds a specified
amount deferred as a Bonus Deferral Amount for the next succeeding Plan Year; provided that the actual amount deferred shall not
exceed the Participant’s Bonus.
(ii) Salary Deferral Amounts. A Participant who is an Eligible Employee may elect to have an amount of his or her Salary for
each Payroll Period in a Plan Year during which he or she shall be an Eligible Employee deferred as a Salary Deferral Amount.
(b) Election Procedures. Subject to any further procedures established by the Administrator pursuant to Article V, any election
made by a Participant pursuant to Subsection (a) above shall be subject to the procedures described in Paragraphs (i) through (iv) below:
(i) Initial Opportunity to Defer.
(A) Bonus Deferral Amounts. The Participant may elect to have a Bonus Deferral Amount deferred on his or her behalf
with respect to the Participant’s Target Bonus or Bonus for the Plan Year in which the Participant’s Participation Date
occurs by so indicating on the enrollment form required pursuant to Section 2.1.
(B) Salary Deferral Amounts. The Participant may elect to have Salary Deferral Amounts deferred on his or her behalf
with respect to the Participant’s Salary for the Plan Year in which the Participant's Participation Date occurs by so indicating
on the enrollment form required pursuant to Section 2.1. Such election shall be effective for Payroll Periods during

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such Plan Year or the remainder of such Plan Year, as applicable, beginning as soon as administratively possible on or after
the latest of (I) April 1, 1995, (II) the Participant’s Participation Date, or (III) the date that the Participant files the properly
completed enrollment form with the Administrator.
(ii) Subsequent Opportunities to Defer.
(A) Bonus Deferral Amounts. The Participant may elect to have a Bonus Deferral Amount deferred on his or her behalf
with respect to the Participant’s Target Bonus or Bonus for a Plan Year subsequent to the Plan Year in which the
Participant’s Participation Date occurs by properly completing an election form and filing the form with the Administrator
prior to the first (1st) day of such subsequent Plan Year.
(B) Salary Deferral Amounts. The Participant may elect to have Salary Deferral Amounts deferred on his or her behalf
with respect to the Participant’s Salary for a Plan Year subsequent to the Plan Year in which the Participant’s Participation
Date occurs by properly completing an election form and filing the form with the Administrator prior to the first (1st) day of
such subsequent Plan Year. Such election shall be effective for Payroll Periods during the respective Plan Year beginning as
soon as administratively possible on or after the first (1st) day of the Plan Year.
(iii) No Revocations. A Participant may not, at any time, revoke a previous election with respect to a Bonus Deferral Amount
or Salary Deferral Amounts.
(iv) Termination of Election. A Participant’s election concerning a Bonus Deferral Amount or Salary Deferral Amounts shall
terminate on the earlier of (A) the date as of which the last amount or the only amount, as applicable, designated to be withheld
under such election shall be withheld or (B) the Participant’s Eligibility Termination Date.
(c) Withholding by Employer.
(i) Bonus Deferral Amounts. The Employer of a Participant who has in effect an election with respect to a Bonus Deferral
Amount pursuant to Subsection (b) above shall withhold the designated Bonus Deferral Amount from the Participant’s Bonus and
shall notify the Administrator that such amount was withheld as soon as administratively possible after the withholding thereof.
(ii) Salary Deferral Amounts. The Employer of a Participant who has in effect an election with respect to Salary Deferral
Amounts pursuant to Subsection (b) above for a Payroll Period shall withhold the designated Salary Deferral Amount from the
Participant’s Salary for the Payroll Period and shall notify the Administrator that such amount was withheld as soon as
administratively possible after the withholding thereof; provided, however, that, after the first such notice by the Employer to the
Administrator, the Employer shall only notify the Administrator of any change in the withholding of Salary Deferral Amounts.
(d) Crediting of Deferral Amounts. As soon as administratively possible after the Administrator shall have received notice (or shall
be deemed to have received notice pursuant to Subsection (c)(ii) above) that a Bonus Deferral Amount or a Salary Deferral Amount has
been withheld on behalf of a Participant, the Administrator shall credit the Participant’s Deferral Account by such amount.

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(e) Crediting of Additional Amounts.


(i) In General. As of the last day of each Plan Year and as soon as administratively possible thereafter, the Administrator shall
credit to the Deferral Account of each Participant with respect to whom the requirements in Paragraph (ii) below shall be met an
amount (if any) that shall be determined by the Administrator in his or her sole discretion and that shall be intended to compensate
for employer contributions that may have been foregone by the Participant under the 401(k) Plan, the Pension Plan, or any other
qualified plan maintained by an Employer due to the fact that a Bonus Deferral Amount and/or Salary Deferral Amounts were
credited to the Participant’s Salary Deferral Account for the Plan Year.
(ii) Requirements for Additional Amount. A Participant shall be eligible to have an amount credited to his or her Deferral
Account for a Plan Year in accordance with Paragraph (i) above if the following requirements are met with respect to the
Participant:
(A) A Bonus Deferral Amount and/or Salary Deferral Amounts were credited to the Participant’s Salary Deferral
Account for the Plan Year;
(B) The Participant had completed at least one (1) One Year of Service uninterrupted by a One-year Break in Service as
of July 1 of the Plan Year;
(C) The Participant’s Eligibility Termination Date had not occurred as of the last day of the Plan Year; and
(D) The Participant’s Basic Compensation for the Plan Year does not exceed the Compensation Limitation for the Plan
Year;
where, for purposes of this Paragraph, the terms “One Year of Service,” “One-year Break in Service,” “Basic Compensation” and
“Compensation Limitation” shall be as defined in the 401(k) Plan, the Pension Plan, or other qualified plan maintained by an
Employer, as applicable.
(f) Crediting of Earnings.
(i) Elections. A Participant may elect as the Earnings Crediting Rate that shall apply to all or a designated portion of the
Participant’s Deferral Account the earnings rate on one (1) of the investment options that the Administrator shall from time to time
designate. A Participant makes his or her initial election of the Earnings Crediting Rate(s) that shall apply to the Participant’s
Deferral Account by properly completing an investment option form and filing it with the Administrator. A Participant who has
filed an investment option form with the Administrator may elect to change his or her investment election with respect to either the
investment of future amounts credited to the Participant’s Deferral Account and/or the investment of all or a designated portion of
the current balance of the Participant’s Deferral Account by so designating on a new investment option form and filing the form
with the Administrator or, in accordance with procedures adopted by the Administrator, by so notifying the Administrator in any
manner acceptable to the Administrator; provided, however, that a Participant may not change his or her investment election

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with respect to Common Stock and any such election of the Common Stock as an investment option shall be irrevocable and remain
in effect until the Participant’s Distributable Amount is distributed pursuant to Section 4.2 of this Plan. Except as otherwise
provided by the Administrator with respect to one (1) or more investment options, any initial investment election made pursuant to
this Paragraph shall be effective as soon as administratively possible after August 31, 2003, and any subsequent investment
election made pursuant to this Paragraph shall be effective as soon as administratively possible after the date that the Participant
files the investment option form with the Administrator or otherwise notifies the Administrator of his or her election, and each
investment election shall continue in effect until the effective date of a subsequent investment election properly made.
Notwithstanding the foregoing, with respect to any Participant who is required to file reports with the Securities and Exchange
Commission under Section 16 of the Securities Exchange Act of 1934, and the rules promulgated thereunder, if the Participant has
elected Common Stock as an investment option that shall apply to all or a portion of his or her Deferred Account, such investment
option and Earnings Crediting Rate shall not become effective with respect to any amounts deferred until the earlier of the
April 30, July 31, October 31, or January 31 immediately following the date such amounts were deferred, and during the period from
the date of deferral until such April 30, July 31, October 31, or January 31, as applicable, the investment options and Earnings
Crediting Rate that shall apply to such deferred amounts shall be the fixed income fund investment option, or such other
investment option as the Administrator shall determine.

The Administrator shall adopt and may amend procedures to be followed by Participants in electing Earnings Crediting Rate(s) and,
pursuant thereto, the Administrator may, among other actions, format investment option forms and establish deadlines for elections.
(ii) No Election. The Administrator shall from time to time designate a fixed income fund or other investment option that shall
be used to establish the Earnings Crediting Rate that shall apply to the Deferral Account of any Participant who has not made an
investment option election pursuant to Subparagraph (i) above.
(iii) Earnings Credits. As of each Valuation Date, the Administrator shall determine the Earnings Credit applicable to the
Deferral Account of each Participant for the Valuation Period ending on the Valuation Date (or the portion thereof during which the
Deferral Account was maintained): (i) if only one (1) Earnings Crediting Rate shall have applied to the Deferral Account pursuant to
Subsection (i) above, the Earnings Credit shall equal (A) the Earnings Crediting Rate (on an annual basis) times (B) the balance in
the Deferral Account as of the later of the last preceding Valuation Date or the date as of which the Deferral Account was
established times (C) the days in the Valuation Period (or portion thereof) divided by (D) 365; and (ii) if more than one (1) Earnings
Crediting Rate shall have applied to the Deferral Account pursuant to Subsection (i) above, as applicable, the Earnings Credit shall
equal the sum of each amount determined as (A) the Earnings Crediting Rate (on an annual basis) times (B) the portion of the
balance in the Deferral Account as of the later of the last preceding Valuation Date or the date as of which the Deferral Account
was established to which such rate applied times (C) the days in the Valuation Period (or portion thereof) divided by (D) 365.
(iv) Accounting. As of each Valuation Date, the balance in each Deferral Account maintained as of the Valuation Date shall be
determined as the amount calculated in accordance with the following:
(A) The balance (if any) in the Deferral Account as of the later of the last preceding Valuation Date or the date as of
which the Deferral Account was established; plus

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(B) Any amounts credited to the Deferral Account pursuant to Sections 3.3(d) and 3.3(e) of this Plan during the
Valuation Period ending on the Valuation Date; plus
(C) Any positive Earnings Credit determined for the Deferral Account pursuant to Section 3.3(f)(iii) of this Plan during
the Valuation Period ending on the Valuation Date; less
(D) Any negative Earnings Credit determined for the Deferral Account pursuant to Section 3.3(f)(iii) during the
Valuation Period ending on the Valuation Date.
(g) Vesting of Deferral Accounts. With respect to a Participant, the Participant’s Deferral Account shall be at all times
nonforfeitable.

3.4 Benefit Accounts.


(a) Cyclical Accounting for Performance Cycle Ending December 31, 2003.
(i) Crediting of Benefit Amounts. As of December 31, 2003, with respect to a Participant who has a balance in his or her
Performance Shares Account, the Administrator shall credit the Participant’s Benefit Account as follows: (1) with a Benefit Amount
for the Performance Cycle ending on December 31, 2003, where such Benefit Amount shall equal fifty percent (50%) (rounded to
two (2) decimal places) of the product of (i) the number of Performance Shares in the Participant’s Performance Shares Account as
of December 31, 2003, and (ii) the Common Stock Price as of December 31, 2003; and (2) with a number of Performance Shares equal
to fifty percent (50%) of the number of Performance Shares in the Participant’s Performance Share Account as of December 31,
2003; provided that the Administrator shall account separately for each Benefit Amount credited to a Participant’s Account
pursuant to this Subsection.
(ii) Effect on Performance Shares Account. The Administrator shall reduce the number of Performance Shares in the
Participant’s Performance Shares Account to zero (0).
(iii) Annual Accounting. As of December 31, 2003, with respect to each Benefit Amount (if any) in a Participant’s Benefit
Account as of such date, the Administrator shall credit earnings on fifty percent (50%) of such Benefit Amount to the Participant’s
Benefit Account, where the amount of such earnings shall equal the product (rounded to two (2) decimal places) of (i) the Long-
term Rate for the Performance Cycle in which the Plan Year occurs and (ii) the sum of (A) fifty percent (50%) of such Benefit
Amount and (B) the aggregate amount (if any) of earnings thereon previously credited to the Participant’s Benefit Account
pursuant to this Subsection.
(b) Conversion of Other Benefit Amounts to Performance Shares. As of January 1, 2004, the Administrator shall convert all of the
Benefit Amounts in a Participant’s Benefit Account that previously were not credited with earnings at the Long-term Rate for a
Performance Cycle under Paragraph (a)(iii) above to Performance Shares by crediting the Participant’s Benefit

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Account with a number of Performance Shares equal to the quotient of (1) the aggregate of such Benefit Amounts, divided by (2) the
Common Stock Price on January 1, 2004, and then debiting the Participant’s Benefit Account by the aggregate of such Benefit Amounts.
(c) Cyclical Accounting for Performance Cycles Beginning on or After January 1, 2004. Effective January 1, 2004, as of each Cycle
Beginning Date of a Performance Cycle, or Participation Date, that the Participant’s Performance Shares Account is credited with
Performance Shares pursuant Section 3.1(a), the Administrator shall credit each Participant’s Benefit Account with the number of
Performance Shares in the Participant’s Performance Share Account as of such date and then the Administrator shall reduce the number
of Performance Shares in the Participant’s Performance Share Account to zero (0).
(d) Earnings Credits.
(i) Performance Shares. The investment option and Earnings Crediting Rate applicable to the Performance Shares in the
Benefit Account of each Participant shall be Common Stock. As of each Valuation Date on or after January 1, 2004, the
Administrator shall determine the Earnings Credit applicable to the Performance Shares in the Benefit Account of each Participant
for the Valuation Period ending on the Valuation Date (or the portion thereof during which the Deferral Account was maintained):
the Earnings Credit for the Common Stock investment option shall equal (A) the Earnings Crediting Rate (on an annual basis) times
(B) the balance in the Benefit Account as of the later of the last preceding Valuation Date or the date as of which the Benefit
Account was established times (C) the days in the Valuation Period (or portion thereof) divided by (D) 365.
(ii) Benefit Amounts. As of the last day of each Plan Year beginning on or after January 1, 2004, with respect to each Benefit
Amount (if any) in a Participant’s Benefit Account as of the first (1st) day of such Plan Year other than Benefit Amounts
consisting of Performance Shares, the Administrator shall credit earnings on such Benefit Amount to the Participant’s Benefit
Account, where the amount of such earnings shall equal the product (rounded to two (2) decimal places) of (i) the Long-term Rate
for the Performance Cycle in which the Plan Year occurs and (ii) the sum of (A) such Benefit Amount and (B) the aggregate amount
(if any) of earnings thereon previously credited to the Participant’s Benefit Account.
(iii) Accounting. As of each Valuation Date, the balance in each Benefit Account maintained as of the Valuation Date shall be
determined as the amount calculated in accordance with the following:
(A) The balance (if any) in the Benefit Account as of the later of the last preceding Valuation Date or the date as of
which the Benefit Account was established; plus
(B) Any amounts credited to the Benefit Account pursuant to Section 3.4(c) of this Plan during the Valuation Period
ending on the Valuation Date; plus
(C) Any amounts credited to the Benefit Account pursuant to Section 3.4(e) of this Plan during the Valuation Period
ending on the