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Exhibit 10.4
 Dionex Corporation
 2004 Equity Incentive Plan
 ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 7, 2004  APPROVED BY THE STOCKHOLDERS: OCTOBER 22, 2004  AS AMENDED AND RESTATED ON OCTOBER 27, 2006  AS AMENDED AND RESTATED AUGUST 7, 2007  TERMINATION DATE: SEPTEMBER 6, 2014
 1. Purposes.
 (a) Successor and Continuation of Prior Plans. Prior Plans
 (b) Eligible Stock Award Recipients.
 (c) Available Stock Awards.
 (d) General Purpose.
 2. Definitions.
 (a) Accountant
 (b) Affiliate
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(c) Annual Grant
 (d) Annual Meeting
 (e) Automatic Option Grant Program
 (f) Board
 (g) Capitalization Adjustment
 (h) Cause
 (i) Change in Control
 (i)
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(ii)
 (iii)
 (iv)
 (v) provided, however,
   (j) Code
 (k) Committee
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(l) Common Stock
 (m) Company
 (n) Consultant
 (o) Continuous Service
 (p) Corporate Transaction
 (i)
 (ii)
 (iii)
 (iv)
 (q) Covered Employee
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(r) Director
 (s) Disability
 (t) Eligible Director
 (u) Employee
 (v) Entity
 (w) Exchange Act
 (x) Exchange Act Person
 (y) Fair Market Value
 (i) The Wall Street Journal
 (ii)
 (z) Incentive Stock Option
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(aa) Initial Grant
 (bb) Non-Employee Director
 (cc) Nonstatutory Stock Option
 (dd) Officer
 (ee) Option
 (ff) Option Agreement
 (gg) Optionholder
 (hh) Other Stock Award
 (ii) Other Stock Award Agreement
 (jj) Outside Director
 (kk) Own, Owned, Owner, Ownership
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(ll) Participant
 (mm) Plan
 (nn) Prior Plans
 (oo) Rule 16b-3
 (pp) Securities Act
 (qq) Stock Appreciation Right
 (rr) Stock Appreciation Right Agreement
 (ss) Stock Award
 (tt) Stock Award Agreement
 (uu) Stock Bonus Award
 (vv) Stock Bonus Award Agreement
 (ww) Stock Purchase Award
 (xx) Stock Purchase Award Agreement
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(yy) Stock Unit Award
 (zz) Stock Unit Award Agreement
 (aaa) Subsidiary
 (bbb) Ten Percent Stockholder
 3. Administration.
 (a) Administration by Board.
 (b) Powers of Board.
 (i)
 (ii)
 (iii)
 (iv)
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(v)
 (vi)
 (c) Administration of Automatic Option Grant Program.
 (i)
 (ii)
 (iii)
 (iv)
 (d) Delegation to Committee.
 (i) General. Committee
 (ii) Section 162(m) and Rule 16b-3 Compliance.
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(e) Delegation to an Officer.
 (f) Effect of Boards Decision.
 (g) Cancellation and Re-Grant of Stock Awards.
 4. Shares Subject to the Plan.
 (a) Share Reserve.
 (b) Reversion of Shares to the Share Reserve
 (c) Source of Shares.
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5. Eligibility.
 (a) Eligibility for Specific Stock Awards
 (b) Ten Percent Stockholders.
 (c) Section 162(m) Limitation on Annual Grants.
 (d) Consultants.  Form S-8 
 6. Option Provisions.
 provided, however,
 (a) Term. provided, however,
 (b) Exercise Price of an Incentive Stock Option.
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(c) Exercise Price of a Nonstatutory Stock Option.
 (d) Consideration.
  (e) Transferability of an Incentive Stock Option.
 (f) Transferability of a Nonstatutory Stock Option.
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(g) Vesting Generally.
 (h) Termination of Continuous Service.
 (i) Extension of Termination Date.
 (j) Disability of Optionholder.
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(k) Death of Optionholder.
 (l) Early Exercise.
 7. Automatic Option Grants to Eligible Directors.
  (a) Eligibility.
 (b) Non-Discretionary Grants.
 (i) Initial Grants. Initial Grant
 (ii) Annual Grants. Annual Grant provided,
however,
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(c) Option Provisions.
  (i) Option Type.
 (ii) Term.
 (iii) Exercise Price.
 (iv) Consideration.
 (v) Transferability.
 (vi) Vesting.
 (vii) Early Exercise.
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(viii) Termination of Continuous Service.
 (ix) Extension of Termination Date.
 (x) Disability of Optionholder.
 (xi) Death of Optionholder.
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8. Provisions of Stock Awards other than Options.
 (a) Stock Purchase Awards. provided, however,
 (i) Purchase Price.
 (ii) Consideration.
 (iii) Vesting.
 (iv) Termination of Participants Continuous Service.
 (v) Transferability.
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(b) Stock Bonus Awards. provided, however,
 (i) Consideration.
 (ii) Vesting.
 (iii) Termination of Participants Continuous Service.
 (iv) Transferability.
 (c) Stock Unit Awards. provided, however,
 (i) Consideration.
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(ii) Vesting.
 (iii) Payment
 (iv) Additional Restrictions.
 (v) Dividend Equivalents.
 (vi) Termination of Participants Continuous Service.
 (d) Stock Appreciation Rights. provided,
however
 (i) Strike Price and Calculation of Appreciation.
 (ii) Vesting.
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(iii) Exercise.
 (iv) Payment
 (v) Termination of Continuous Service.
 (e) Other Stock Awards
 9. Covenants of the Company.
 (a) Availability of Shares.
 (b) Securities Law Compliance. provided, however,
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10. Use of Proceeds from Stock.
  11. Miscellaneous.
 (a) Acceleration of Exercisability and Vesting.
 (b) Stockholder Rights.
 (c) No Employment or other Service Rights.
 (d) Incentive Stock Option $100,000 Limitation.
 (e) Investment Assurances.
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(f) Withholding Obligations.
 (g) Electronic Delivery
 12. Adjustments upon Changes in Stock.
 (a) Capitalization Adjustments
 (b) Dissolution or Liquidation
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provided, however,
 (c) Corporate Transaction
 (d) Change in Control.
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13. Amendment of the Plan and Stock Awards.
 (a) Amendment of Plan.
 (b) Stockholder Approval.
 (c) Contemplated Amendments.
 (d) No Impairment of Rights.
 (e) Amendment of Stock Awards. provided, however,
 14. Termination or Suspension of the Plan.
 (a) Plan Term.
 (b) No Impairment of Rights.
 15. Effective Date of Plan.
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16. Choice of Law.
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