8-KLeadership ChangesMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Nov 16, 2004)

Filed November 16, 2004For Securities:DHR

Summary

This 8-K filing from Danaher Corporation (DHR) on November 16, 2004, primarily announces a planned transition for its Chief Financial Officer (CFO) position. Effective April 4, 2005, Daniel L. Comas will be appointed Executive Vice President and CFO, succeeding Patrick W. Allender. Mr. Allender will continue as Executive Vice President until at least the end of 2005, commencing a gradual transition towards retirement. The company's Compensation Committee has approved early retirement treatment for Mr. Allender and entered into a retirement agreement with him, detailing restrictive covenants and severance provisions.

Key Highlights

  • 1Planned CFO transition: Daniel L. Comas to become CFO on April 4, 2005.
  • 2Patrick W. Allender to transition to Executive Vice President and then retire by the end of 2005.
  • 3Daniel L. Comas has a long tenure with Danaher, holding significant finance and development roles since 1991.
  • 4Compensation Committee approved early retirement treatment for Mr. Allender, recognizing his contributions.
  • 5A retirement agreement was executed with Mr. Allender, including non-compete, non-solicitation, and confidentiality clauses.
  • 6The retirement agreement outlines severance compensation for Mr. Allender in case of termination without cause by Danaher.
  • 7The filing incorporates by reference Mr. Comas's appointment under the material definitive agreement section.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce a planned leadership transition for the Chief Financial Officer (CFO) position at Danaher Corporation. It details the appointment of a new CFO and the retirement plan for the incumbent.

Daniel L. Comas will be appointed Executive Vice President and Chief Financial Officer of the Company on April 4, 2005, succeeding Patrick W. Allender.

The retirement agreement includes restrictive covenants such as an 18-month non-compete period in the U.S., restrictions on soliciting customers and employees, and obligations regarding confidentiality and intellectual property. Danaher has agreed to pay severance equal to nine months' salary (plus an additional three months under certain conditions) if Mr. Allender's employment is terminated without cause prior to the agreement's termination, subject to clawback provisions for breaches.

Daniel L. Comas has been with Danaher since 1991. Prior to his upcoming CFO appointment, he served as Vice President-Corporate Development from 1996 to April 2004 and as Senior Vice President-Finance and Corporate Development since April 2004.