8-KLeadership ChangesMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Sep 27, 2005)

Filed September 27, 2005For Securities:DHR

Summary

This 8-K filing from Danaher Corporation (DHR) on September 27, 2005, primarily reports a significant executive appointment and a related material agreement. The company has elected James A. Lico as Executive Vice President, effective September 26, 2005. Mr. Lico, who has an extensive history with Danaher since 1996, most recently served as President of Fluke Corporation and as Vice President and Group Executive for Danaher. In conjunction with his promotion, Danaher entered into a Noncompetition Agreement with Mr. Lico. This agreement outlines restrictions on Mr. Lico's future business activities for a specified period after employment termination, including limitations on competing with Danaher in the U.S., soliciting customers, and hiring employees. The agreement also includes clauses on confidentiality, intellectual property, and nondisparagement, with provisions for severance pay in specific termination scenarios.

Key Highlights

  • 1James A. Lico appointed as Executive Vice President of Danaher Corporation, effective September 26, 2005.
  • 2Mr. Lico has been with Danaher since 1996, holding various leadership roles including President of Fluke Corporation.
  • 3Danaher entered into a Noncompetition Agreement with Mr. Lico concurrent with his appointment.
  • 4The Noncompetition Agreement restricts Mr. Lico from competing with Danaher in the U.S. for one year post-employment termination.
  • 5The agreement also includes provisions for customer non-solicitation and employee non-hiring.
  • 6Confidentiality, intellectual property assignment, and nondisparagement clauses are part of the agreement.
  • 7Severance provisions are outlined for termination without cause, contingent on a release and subject to clawback provisions for breaches.

Frequently Asked Questions

James A. Lico has been appointed as Executive Vice President of Danaher Corporation, effective September 26, 2005. He is 39 years old and has a long tenure with the company, having joined in 1996 and most recently served as President of Fluke Corporation.

The Noncompetition Agreement is designed to protect Danaher's business interests by preventing Mr. Lico from competing with the company, soliciting its customers, or hiring its employees for a period of one year following the termination of his employment.

Mr. Lico agrees not to compete with Danaher anywhere in the United States, not to sell to or solicit certain customers of Danaher, and not to hire or solicit any employees of Danaher during and for one year after his employment.

If Danaher terminates Mr. Lico's employment without cause before the agreement's termination, he is entitled to nine months of his salary as severance. An additional three months of salary may be paid if he executes a standard release, subject to clawback provisions if he breaches the agreement.