8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Oct 4, 2004)

Filed October 4, 2004For Securities:DHR

Summary

This 8-K filing from Danaher Corporation (DHR) on October 4, 2004, primarily concerns the appointment of Daniel Raskas as Vice President-Corporate Development. The core of the report details the material definitive agreements entered into with Mr. Raskas on September 30, 2004, including a Severance Agreement and a Noncompetition Agreement. These agreements outline the terms of his employment, potential severance payouts under specific termination scenarios (termination without cause or resignation for good reason), and Mr. Raskas's obligations regarding non-competition and confidentiality.

Key Highlights

  • 1Danaher Corporation has appointed Daniel Raskas as Vice President-Corporate Development.
  • 2On September 30, 2004, Danaher entered into a Severance Agreement with Mr. Raskas.
  • 3The Severance Agreement details financial compensation and continued health benefits if Mr. Raskas's employment is terminated by Danaher without cause or if he resigns for good reason before December 31, 2005.
  • 4A Noncompetition Agreement was also executed, restricting Mr. Raskas from competing with Danaher in the U.S. for one year post-termination and including clauses on customer solicitation and employee hiring.
  • 5The Noncompetition Agreement outlines Mr. Raskas's obligations related to confidential information, intellectual property, and nondisparagement.
  • 6In exchange for adhering to the Noncompetition Agreement, Danaher will provide severance equal to nine months' salary (plus an additional three months' salary upon release execution) if Mr. Raskas is terminated without cause before the agreement's termination.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the appointment of Daniel Raskas as Vice President-Corporate Development and to disclose the material definitive agreements, specifically a Severance Agreement and a Noncompetition Agreement, entered into with him.

The Severance Agreement stipulates that if Mr. Raskas's employment is terminated by Danaher without cause or if he resigns for good reason before December 31, 2005, Danaher will pay him $20,000 per month through December 31, 2005, or for six months, whichever is longer. This period can extend to twelve months if he does not receive full severance under the Noncompetition Agreement. All payments are contingent upon signing Danaher's standard release and he is entitled to continued health benefits.

The Noncompetition Agreement prohibits Mr. Raskas from competing with Danaher anywhere in the United States for one year after his employment ends. It also restricts him from selling to or soliciting certain customers and from hiring or soliciting Danaher employees. Additionally, it includes provisions for confidentiality, intellectual property, and nondisparagement.

In consideration for Mr. Raskas's adherence to the Noncompetition Agreement, Danaher agrees to pay him severance equivalent to nine months' salary if his employment is terminated without cause prior to the agreement's expiration. An additional three months' salary may be paid if he executes a standard release, subject to clawback provisions for breaches.