ex107-february2022grantx






   1   DANAHER CORPORATION  2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED  RESTRICTED STOCK UNIT AGREEMENT  Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Omnibus  Incentive Plan, As Amended and Restated (the “Plan”) will have the same defined meanings in this  Restricted Stock Unit Agreement (the “Agreement”).  I. NOTICE OF GRANT  Name:  Employee ID:  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 (each of the following capitalized terms  are defined terms having the meaning indicated below):  Date of Grant    Number of Restricted Stock Units    Time-Based Vesting Criteria The time-based vesting criteria will be satisfied with  respect to [_________]% of the shares underlying the  RSUs on each of the [_________] anniversaries of the  Date of Grant.  II. AGREEMENT  1. Grant of RSUs. Danaher Corporation (the “Company”) hereby grants to the Participant  named in this Grant Notice (the “Participant”), an Award of Restricted Stock Units (“RSUs”) to acquire  the number of shares of Common Stock (the “Shares”) set forth in the Grant Notice, subject to the terms  and conditions of this Agreement and the Plan, which are incorporated herein by reference.   2. Vesting.   (a) Vesting Schedule.  Except as may otherwise be set forth in this Agreement or in  the Plan, with respect to each Tranche of RSUs granted under this Agreement (a “Tranche” consists of all  RSUs as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date), the  Tranche shall not vest unless the Participant continues to be actively employed with the Company or an  Eligible Subsidiary for the period required to satisfy the Time-Based Vesting Criteria applicable to such  Tranche (the date on which the Time-Based Vesting Criteria applicable to a Tranche are scheduled to be  satisfied is the “Time-Based Vesting Date”).  Vesting shall be determined separately for each Tranche.   The Time-Based Vesting Criteria applicable to any Tranche are referred to as “Vesting Conditions,” and  the date upon which all Vesting Conditions applicable to that Tranche are satisfied is referred to as the  “Vesting Date” for such Tranche.  The Vesting Conditions shall be established by the Compensation  Committee (the “Committee”) of the Company’s Board of Directors (or by one or more members of  Company management, if such power has been delegated in accordance with the Plan and applicable law)  





 






  405090014-v5\NA_DMS 2   and reflected in the account maintained for the Participant by an external third party administrator of the  RSUs.  Further, during any approved leave of absence (and without limiting the application of any other  rules governing leaves of absence that the Committee may approve from time to time pursuant to the  Plan), to the extent permitted by applicable law, the Committee shall have discretion to provide that the  vesting of the RSUs shall be frozen as of the first day of the leave (or as of any subsequent day during  such leave, as applicable) and shall not resume until and unless the Participant returns to active  employment.   (b) 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 and issued to the Participant; provided that to the extent rounding a fractional Share up  would result in the imposition of either (i) individual tax and penalty interest charges imposed under  Section 409A of the U.S. Internal Revenue Code of 1986 (“Section 409A”), or (ii) adverse tax  consequences if the Participant is located outside of the United States, the fractional Share will be  rounded down without the payment of any consideration in respect of such fractional Share.   (c) Addenda.  The provisions of Addendum A, Addendum B, Addendum C and  Addendum D (collectively, the “Addenda”), are incorporated by reference herein and made a part of this  Agreement.  To the extent any provision in the Addenda conflicts with any provision set forth elsewhere  in this Agreement (including without limitation any provisions relating to Retirement), the provision set  forth in the Addenda shall control.  3. Form and Timing of Payment; Conditions to Issuance of Shares.  (a) Form and Timing of Payment.  The Award of RSUs represents the right to  receive a number of Shares equal to the number of RSUs that vest pursuant to the Vesting Conditions.   Unless and until the RSUs have vested in the manner set forth in Sections 2 and 4, the Participant shall  have no right to payment of any such RSUs.  Prior to actual issuance of any Shares underlying the 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, with respect to  any Tranche that vests in accordance with Sections 2 and 4, the underlying Shares will be paid to the  Participant in whole Shares within 90 days of the Vesting Date for that Tranche.  The 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.     (b) Acknowledgment of Potential Securities Law Restrictions.  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 RSUs are registered under the Securities Act.   The Committee may also require the Participant to acknowledge that the Participant 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 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.  





 






  405090014-v5\NA_DMS 3   4. Termination.   (a) General.  In the event the Participant’s active employment or other active  service-providing relationship, as applicable, with the Company or an Eligible Subsidiary terminates (the  date of any such termination is referred to as the “Termination Date”) for any reason (other than death,  Early Retirement or Normal Retirement) whether or not in breach of applicable labor laws, unless  contrary to applicable law and unless otherwise provided by the Administrator either initially or  subsequent to the grant of the RSUs, all RSUs that are unvested as of the Termination Date shall  automatically terminate as of the Termination Date and the Participant’s right to receive further RSUs  under the Plan shall also terminate as of the Termination Date.  The Committee shall have discretion to  determine whether the Participant has ceased to be actively employed by (or, if the Participant is a  consultant or director, has ceased actively providing services to) the Company or an Eligible Subsidiary,  and the effective date on which such active employment (or active service-providing relationship, as  applicable) terminated.  The Participant’s active employer-employee or other active service-providing  relationship, as applicable, will not be extended by any notice period mandated under applicable law (e.g.,  active employment shall not include a period of “garden leave,” paid administrative leave or similar  period pursuant to applicable law).  Unless the Committee provides otherwise (1) termination of the  Participant’s employment will include instances in which the Participant is terminated and immediately  rehired as an independent contractor, and (2) the spin-off, sale, or disposition of the Participant’s  employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise)  such that the Participant’s employer no longer constitutes an Eligible Subsidiary will constitute a  termination of employment or service.     (b) Death.  In the event the Participant’s active employment or other active service- providing relationship with the Company or an Eligible Subsidiary terminates as a result of death, unless  contrary to applicable law and unless otherwise provided by the Administrator either initially or  subsequent to the grant of the RSUs, the Participant’s estate will become vested in a pro rata amount of  each unvested Tranche 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 Time-Based Vesting Date applicable to such Tranche.  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.  Notwithstanding the foregoing and for the avoidance of doubt, upon termination of employment  by reason of the Participant’s death, if as of the date of death the Participant also qualifies for Early  Retirement or Normal Retirement as reflected below, the Participant’s estate shall be entitled to the most  favorable terms of both applicable termination provisions.  (c) Retirement.  (i) Upon termination of employment (or other active service-providing  relationship, as applicable) by reason of the Participant’s Early Retirement, unless contrary to applicable  law and unless otherwise provided by the Committee either initially or subsequent to the grant of RSUs,  the unvested portion of the RSUs held by the Participant for at least six (6) months prior to the Early  Retirement date will continue to vest in accordance with Section 2.  (ii) Upon termination of employment (or other active service-providing  relationship) by reason of the Participant’s Normal Retirement, unless contrary to applicable law and  unless otherwise provided by the Committee either initially or subsequent to the grant of the RSUs, the  unvested portion of the RSUs held by the Participant for at least six (6) months prior to the Normal  Retirement date will continue to vest in accordance with Section 2.  





 






  405090014-v5\NA_DMS 4   (d) Gross Misconduct.  If the Participant’s employment with the Company or an  Eligible Subsidiary is terminated for Gross Misconduct as determined by the Administrator, the  Administrator in its sole discretion may provide that all, or any portion specified by the Administrator, of  the Participant’s unvested RSUs shall automatically terminate as of the time of termination without  consideration.  The Participant acknowledges and agrees that the Participant’s termination of employment  shall also be deemed to be a termination of employment by reason of the Participant’s Gross Misconduct  if, after the Participant’s employment has terminated, facts and circumstances are discovered or  confirmed by the Company that would have justified a termination for Gross Misconduct.  (e) Violation of Post-Termination Covenant.  To the extent that any of the  Participant’s RSUs remain outstanding under the terms of the Plan or this Agreement after the  Termination Date, such RSUs shall expire as of the date the Participant violates any covenant not to  compete or other post-termination covenant that exists between the Participant on the one hand and the  Company or any Subsidiary of the Company, on the other hand.    (f) Substantial Corporate Change.  Upon a Substantial Corporate Change, the  Participant’s unvested RSUs will terminate unless provision is made in writing in connection with such  transaction for the assumption or continuation of the RSUs, or the substitution for such RSUs 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 RSUs will continue in the manner and under the terms so provided.        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 applicable 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.  (a) 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 the Participant with respect to the subject matter hereof.  The Participant expressly  warrants that the Participant is not accepting this Agreement in reliance on any promises, representations,  or inducements other than those contained herein.  The Board may amend, modify or terminate the Plan  or the RSUs in any respect at any time; provided, however, that modifications to this Agreement or the  Plan that materially and 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 the 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 with the RSUs.  (b) The Participant acknowledges and agrees that if the Participant changes  classification from a full-time employee to a part-time employee the Committee may in its sole discretion  reduce or eliminate the Participant’s unvested RSUs.  7. Tax Obligations.      (a) Withholding Taxes.  Regardless of any action the Company or any Eligible  Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local  





 






  405090014-v5\NA_DMS 5   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 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 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.  Further, if the Participant is  subject to tax in more than one jurisdiction, the 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.     (i) This Section 7(a)(i) shall apply to the Participant only if the Participant is  not subject to Section 16 of the Securities Exchange Act of 1934 as of the date the relevant RSU first  becomes includible in the gross income of the Participant for purposes of Tax Related-Items.  The  Participant shall, no later than the date as of which the value of an RSU first becomes includible in the  gross income of the Participant for purposes of Tax Related-Items, pay to the Company and/or the  Employer, or make arrangements satisfactory to the Administrator regarding payment of, all Tax Related- Items required by applicable law to be withheld by the Company and/or the Employer with respect to the  RSU.  The obligations of the Company under the Plan shall be conditional on the making of such  payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by  applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind  otherwise due to the Participant.  The Company shall have the right to require the Participant to remit to  the Company an amount in cash sufficient to satisfy any applicable withholding requirements related  thereto.  With the approval of the Administrator, the Participant may satisfy the foregoing requirement by  either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned  unrestricted Shares, in each case, having a value up to the maximum amount of tax required to be  withheld in the applicable jurisdiction (or such other rate that will not cause adverse accounting  consequences for the Company).  Any such Shares shall be valued at their Fair Market Value on the date  as of which the amount of Tax Related-Items to be withheld is determined.  Such an election may be  made with respect to all or any portion of the Shares to be delivered pursuant to the RSUs.  The Company  may also use any other method or combination of methods of obtaining the necessary payment or  proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any RSU.    (ii) This Section 7(a)(ii) shall apply to the Participant only if the Participant  is subject to Section 16 of the Securities Exchange Act of 1934 as of the date the relevant RSU first  becomes includible in the gross income of the Participant for purposes of Tax Related-Items.  All Tax  Related-Items legally payable by the Participant in respect of the RSUs shall be satisfied by the Company,  withholding a number of the Shares that would otherwise be delivered to the Participant upon the vesting  or settlement of the RSUs with a Fair Market Value, determined as of the date of the relevant taxable  event, equal to the minimum statutory withholding amount that applies to the Participant, rounded up to  the nearest whole share (“Net Settlement”).  The Net Settlement mechanism described in this paragraph  was approved by the Committee prior to the Date of Grant in a manner intended to constitute “approval in  advance” by the Committee for purposes of Rule 16b3-(e) under the Securities Exchange Act of 1934, as  amended.      (iii) If the obligation for Tax Related-Items is satisfied by net settlement, for  tax purposes, the Participant shall be deemed to have been issued the full number of Shares issued upon  vesting of the RSUs notwithstanding that a number of the Shares are held back solely for the purpose of  paying the Tax Related-Items.     





 






  405090014-v5\NA_DMS 6    (b) Code Section 409A. Payments made pursuant to the Plan and this Agreement are  intended to qualify for an exemption from or comply with Section 409A.  Notwithstanding any provision  in this 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 Eligible Subsidiaries 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  Eligible Subsidiaries 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” involuntary separation pay exemption of Treasury Regulation §  1.409A-1(b)(9)(iii), which are hereby incorporated by reference.  For purposes of making a payment under this Agreement, if any amount is payable as a result of a  Substantial Corporate Change, such event must also constitute a “change in ownership or effective  control” of the Company or a “change in the ownership of a substantial portion of the assets” of the  Company within the meaning of Section 409A.  If the Participant is a “specified employee” as defined in Section 409A (and as applied according  to procedures of the Company and its Subsidiaries) as of the Participant’s 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 such payment is payable by reason of a separation  from service, then 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 of the Company, and shall have no dividend rights or voting rights with respect to the RSUs  or any Shares underlying or issuable in respect of such RSUs until such Shares are actually issued to the  Participant.    9. No Employment Contract.  Nothing in the Plan or this Agreement constitutes an employment  or service contract between the Company and the Participant and this Agreement shall not confer upon  the Participant any right to continuation of employment or service with the Company or any of its Eligible  Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Eligible  Subsidiaries right to terminate the Participant’s employment or service at any time, with or without cause  





 






  405090014-v5\NA_DMS 7   (subject to any employment or service agreement the Participant may otherwise have with the Company  or an Eligible Subsidiary thereof and/or applicable law).   10. 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 this  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 the 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 the Participants are similarly situated.    11. 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.  12. Electronic Delivery.  (a) If the Participant executes this Agreement electronically, for the avoidance of  doubt, the Participant acknowledges and agrees that the Participant’s execution of this Agreement  electronically (through an on-line system established and maintained by the Company or a third party  designated by the Company, or otherwise) shall have the same binding legal effect as would execution of  this Agreement in paper form.  The Participant acknowledges that upon request of the Company the  Participant 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 the 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 Grant Notice 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, this 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.      13. Data Privacy.  The Company is located at 2200 Pennsylvania Avenue, NW, Suite 800W,  Washington, D.C., 20037, United States of America and grants RSUs under the Plan to employees of  





 






  405090014-v5\NA_DMS 8   the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s grant of the  RSUs under the Plan and its ongoing administration of such awards, the Company is providing the  following information about its data collection, processing and transfer practices (“Personal Data  Activities”). In accepting the grant of the RSUs, the Participant expressly and explicitly consents to the  Personal Data Activities as described herein.    (a) Data Collection, Processing and Usage. The Company collects, processes and uses the  Participant's personal data, including the Participant’s name, home address, email address, and  telephone number, date of birth, social insurance/passport number or other identification number (e.g.  resident registration number), salary, citizenship, job title, any Shares or directorships held in the  Company, and details of all RSUs or any other equity compensation awards granted, canceled,  exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the  Participant or the Employer (“Personal Information”). In granting the RSUs under the Plan, the  Company will collect the Participant's Personal Information for purposes of allocating Shares and  implementing, administering and managing the Plan. The Company’s legal basis for the collection,  processing and usage of the Participant's Personal Information is the Participant’s consent.    (b) Stock Plan Administration Service Provider. The Company transfers the Participant's  Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in  the United States, which assists the Company with the implementation, administration and  management of the Plan (the “Stock Plan Administrator”).  In the future, the Company may select a  different Stock Plan Administrator and share the Participant's Personal Information with another  company that serves in a similar manner.  The Stock Plan Administrator will open an account for the  Participant to receive and trade Shares acquired under the Plan.  The Participant will be asked to  agree on separate terms and data processing practices with the Stock Plan Administrator, which is a  condition to the Participant’s ability to participate in the Plan.    (c) International Data Transfers. The Company and the Stock Plan Administrator are  based in the United States.  The Participant should note that the Participant’s country of residence may  have enacted data privacy laws that are different from the United States. The Company’s legal basis for  the transfer of the Participant's Personal Information to the United States is the Participant’s consent.    (d) Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s  participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant  may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if  the Participant later withdraws the Participant’s consent, the Participant may be unable to participate  in the Plan.  This would not affect the Participant’s existing employment or salary; instead, the  Participant merely may forfeit the opportunities associated with the Plan.    (e) Data Subject Rights. The Participant may have a number of rights under the data  privacy laws in the Participant’s country of residence. For example, the Participant’s rights may  include the right to (i) request access or copies of personal data the Company processes, (ii) request  rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v)  lodge complaints with competent authorities in the Participant’s country of residence, and/or (vi)  request a list with the names and addresses of any potential recipients of the Participant's Personal  Information.  To receive clarification regarding the Participant’s rights or to exercise the Participant’s  rights, the Participant should contact the Participant’s local human resources department.  14. 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  





 






  405090014-v5\NA_DMS 9   RESPECT TO THE RSUS OR HEREUNDER, OR THE RIGHTS, DUTIES OR LIABILITIES  CREATED HEREBY.    15. 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.  16. 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, and agree that such litigation shall be conducted in the courts of  New Castle County, or the United States Federal court for the District of Delaware, and no other courts;  and waive, to the fullest extent permitted by law, any objection that the laying of the venue of any legal or  equitable proceedings related to, concerning or arising from such dispute which is brought in any such  court is improper or that such proceedings have been brought in an inconvenient forum.  Any claim under  the Plan, this Agreement or the RSUs must be commenced by the Participant within twelve (12) months  of the earliest date on which the Participant’s claim first arises, or the Participant’s cause of action  accrues, or such claim will be deemed waived by the Participant.  17. Nature of RSUs.  In accepting the RSUs, the Participant acknowledges and agrees that:  (a) the Plan is established voluntarily by the Company, it is discretionary in nature  and may be modified, amended, suspended or terminated by the Company at any time, to the extent  permitted by the Plan;  (b) the award of RSUs is exceptional, voluntary and occasional and does not create  any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity  awards, even if RSUs have been awarded in the past;   (c) all decisions with respect to future equity awards, if any, shall be at the sole  discretion of the Company;   (d) the Participant’s participation in the Plan is voluntary;   (e) the award of RSUs and the Shares subject to the RSUs, and the income from and  value of same, 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 the Participant’s  employment or service contract, if any;   (f) the award of RSUs and the Shares subject to the RSUs, and the income from and  value of same 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, holiday pay, 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;   (g) the award of RSUs and any Shares acquired under the Plan, and the income from  and value of same, are not intended to replace or supplement any pension rights or compensation;  





 






  405090014-v5\NA_DMS 10    (h) unless otherwise agreed with the Company in writing, the RSUs and the Shares  subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in  connection with, any service the Participant may provide as a director of any Subsidiary;   (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 RSUs or from any diminution in value of the RSUs or the  Shares upon vesting of the RSUs resulting from termination of the Participant’s employment or  continuous service with the Company or any Subsidiary (for any reason whatsoever and whether or not in  breach of applicable labor laws of the jurisdiction where the Participant is employed or the terms of the  Participant’s employment agreement, if any), and in consideration of the grant of the RSUs, the  Participant agrees not to institute any claim against the Company or any Subsidiary; if, notwithstanding  the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by  signing/electronically accepting this Agreement, Participant shall be deemed to have irrevocably waived  the Participant’s entitlement to pursue or seek remedy for any such claim; and   (l) neither the Company, the Employer nor any other Eligible Subsidiary shall be  liable for any foreign exchange rate fluctuation between the Participant's local currency and the United  States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to  the settlement of the RSUs or the subsequent sale of any Shares acquired upon vesting.  18. Language.  The Participant acknowledges that the Participant is proficient in the English  language and understands the terms of this Agreement.  If the Participant has received the Plan, 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 applicable law.  19. Severability.  The provisions of this Agreement are severable and if any one or more  provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining  provisions shall nevertheless be binding and enforceable.  20. Waiver.  The Participant acknowledges that a waiver by the Company of breach of any  provision of this Agreement shall not operate or be construed as a waiver of any other provision of this  Agreement, or of any subsequent breach by the Participant or any other participant.  21. Insider Trading/Market Abuse Laws.  By accepting the RSUs, the Participant acknowledges  that the Participant is bound by all the terms and conditions of any Company insider trading policy as  may be in effect from time to time.  The Participant further acknowledges that, depending on the  Participant's country, the Participant may be or may become subject to insider trading restrictions and/or  market abuse laws, which may affect the Participant’s ability to accept, acquire,  sell or otherwise dispose  of Shares,  rights to Shares (e.g., RSUs) or rights linked to the value of Shares under the Plan during such  times as the Participant is considered to have “inside information” regarding the Company (as defined by  the laws in the applicable jurisdictions).  Local insider trading laws and regulations may prohibit the  cancellation or amendment of orders the Participant placed before the Participant possessed inside  information.  Furthermore, the Participant could be prohibited from (i) disclosing the inside information  to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them  





 






  405090014-v5\NA_DMS 11   otherwise to buy or sell securities.  Any restrictions under these laws or regulations are separate from and  in addition to any restrictions that may be imposed under any Company insider trading policy  as may be  in effect from time to time.  The Participant acknowledges that it is the Participant’s personal  responsibility to comply with any applicable restrictions, and the Participant should speak to the  Participant’s personal advisor on this matter.  22. Legal and Tax Compliance; Cooperation.  If the Participant resides or is employed outside of  the United States, the Participant agrees, as a condition of the grant of the RSUs, to repatriate all  payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to,  dividends and any proceeds derived from the sale of Shares acquired pursuant to the RSUs) if required by  and in accordance with local foreign exchange rules and regulations in the Participant 's country of  residence (and country of employment, if different).  In addition, the Participant also agrees to take any  and all actions, and consent to any and all actions taken by the Company and its Eligible Subsidiaries, as  may be required to allow the Company and its Eligible Subsidiaries to comply with local laws, rules and  regulations in the Participant's country of residence (and country of employment, if different).  Finally,  the Participant agrees to take any and all actions as may be required to comply with the Participant's  personal legal and tax obligations under local laws, rules and regulations in the Participant 's country of  residence (and country of employment, if different).  23. Private Offering.  The grant of the RSUs is not intended to be a public offering of securities  in the Participant's country of residence (and country of employment, if different).  The Company has not  submitted any registration statement, prospectus or other filing with the local securities authorities with  respect to the grant of the RSUs (unless otherwise required under local law).  No employee of the  Company is permitted to advise the Participant on whether the Participant should acquire Shares  under the Plan or provide the Participant with any legal, tax or financial advice with respect to the  grant of the RSUs. Investment in Shares involves a degree of risk.  Before deciding to acquire  Shares pursuant to the RSUs, the Participant should carefully consider all risk factors and tax  considerations relevant to the acquisition of Shares under the Plan or the disposition of them.   Further, the Participant should carefully review all of the materials related to the RSUs and the  Plan, and the Participant should consult with the Participant's personal legal, tax and financial  advisors for professional advice in relation to the Participant's personal circumstances.  24. Foreign Asset/Account Reporting Requirements and Exchange Controls.  The Participant's  country may have certain foreign asset/ account reporting requirements and exchange controls which may  affect the Participant's ability to acquire or hold Shares under the Plan or cash received from participating  in the Plan (including any dividends paid on Shares, sale proceeds resulting from the sale of Shares  acquired under the Plan) in a brokerage or bank account outside the Participant's country.  The Participant  may be required to report such accounts, assets, or transactions to the tax or other authorities in the  Participant's country.  The Participant may be required to repatriate sale proceeds or other funds received  as a result of the Participant's participation in the Plan to the Participant's country through a designated  bank or broker within a certain time after receipt.  The Participant acknowledges that it is the Participant's  responsibility to be compliant with such regulations and the Participant should consult the Participant’s  personal legal advisor for any details.  25. Country-Specific Provisions.  Notwithstanding any provisions in this Agreement, the RSUs  and any Shares subject to the RSUs shall be subject to any special terms and conditions for the  Participant’s country of employment and country of residence, if different, as set forth in any Addenda.   Moreover, if the Participant relocates to one of the countries included in any of the Addenda, the special  terms and conditions for such country will apply to the Participant, to the extent the Company determines  that the application of such terms and conditions is necessary or advisable for legal or administrative  reasons and provided the imposition of the term or condition will not result in any adverse accounting  





 






  405090014-v5\NA_DMS 12   expense with respect to the RSUs (or the Company may establish alternative terms and conditions as may  be necessary or advisable to accommodate the Participant’s transfer).  The Addenda constitute part of this  Agreement.  26. Imposition of Other Requirements.  The Company reserves the right to impose other  requirements on the Participant's participation in the Plan, on the RSUs and on any Shares subject to the  RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative  reasons and provided the imposition of the term or condition will not result in any adverse accounting  expense to the Company, and to require the Participant to sign any additional agreements or undertakings  that may be necessary to accomplish the foregoing.  27. Recoupment.  The RSUs granted pursuant to this Agreement are subject to the terms of the  Danaher Corporation Recoupment Policy in the form approved by the Committee from time to time  (including any successor thereto, the “Policy”) if and to the extent such Policy by its terms applies to the  RSUs, and to the terms required by applicable law; and the terms of the Policy and such applicable law  are incorporated by reference herein and made a part hereof. For purposes of the foregoing, the  Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's  behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the  Participant's Shares and other amounts acquired pursuant to the Participant's RSUs, to re-convey, transfer  or otherwise return such Shares and/or other amounts to the Company upon the Company's enforcement  of the Policy.  To the extent that this Agreement and the Policy conflict, the terms of the Policy shall  prevail.  28. Notices.  The Company may, directly or through its third party stock plan administrator,  endeavor to provide certain notices to the Participant regarding certain events relating to awards that the  Participant may have received or may in the future receive under the Plan, such as  notices reminding the  Participant of the vesting or expiration date of certain awards.  The Participant acknowledges and agrees  that (1) the Company has no obligation (whether pursuant to this Agreement or otherwise) to provide any  such notices; (2) to the extent the Company does provide any such notices to the Participant the Company  does not thereby assume any obligation to provide any such notices or other notices; and (3) the  Company, its Subsidiaries and the third party stock plan administrator have no liability for, and the  Participant has no right whatsoever (whether pursuant to this Agreement or otherwise) to make any claim  against the Company, any of its Subsidiaries or the third party stock plan administrator based on any  allegations of, damages or harm suffered by the Participant as a result of the Company’s failure to provide  any such notices or the Participant’s failure to receive any such notices.  The Participant further agrees to  notify the Company upon any change in the Participant’s residence address.  29. Limitations on Liability.  Notwithstanding any other provisions of the Plan or this  Agreement, no individual acting as a director, employee, or agent of the Company or any of its  Subsidiaries will be liable to the Participant or the Participant’s spouse, beneficiary, or any other person  or entity for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such  individual be personally liable because of any contract or other instrument the Participant executes in  such other capacity. No member of the Board or of the Committee will be liable for any action or  determination (including, but limited to, any decision not to act) made in good faith with respect to the  Plan or any RSUs.    30. Consent and Agreement With Respect to Plan.  The Participant (a) acknowledges that  the Plan and the prospectus relating thereto are available to the Participant on the website  maintained by the Stock Plan Administrator; (b) represents that the Participant has read and is  familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of  counsel of the Participant’s choice prior to executing this Agreement and fully understands all  





 






  405090014-v5\NA_DMS 13   provisions of this Agreement and the Plan; (c) accepts these RSUs subject to all of the terms and  provisions thereof; (d) consents and agrees to all amendments that have been made to the Plan  since it was adopted in 2007 (and for the avoidance of doubt consents and agrees to each amended  term reflected in the Plan as in effect on the date of this Agreement), and consents and agrees that  all options and restricted stock units, if any, held by the Participant that were previously granted  under the Plan as it has existed from time to time are now governed by the Plan as in effect on the  date of this Agreement (except to the extent the Committee has expressly provided that a particular  Plan amendment does not apply retroactively); and (e) 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.     





 






  405090014-v5\NA_DMS 14     [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      Declaration of Data Privacy Consent.  By providing the additional signature below, the  undersigned explicitly declares the Participant’s consent to the data processing operations  described in Section 13 of this Agreement.  This includes, without limitation, the transfer of the  Participant's Personal Information to, and the processing of such data by, the Company, the  Employer or, as the case may be, the Stock Plan Administrator in the United States.  The  undersigned may withdraw the Participant’s consent at any time, with future effect and for any or  no reason as described in Section 13 of this Agreement.     PARTICIPANT:          Signature      





 






  405090014-v5\NA_DMS 15   ADDENDUM A    This Addendum A includes additional terms and conditions that govern the RSUs granted to the  Participant if the Participant works and/or 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 Grant Notice, the  Agreement or the Plan.  This Addendum A also includes information regarding securities, exchange control, tax and certain other  issues of which the Participant should be aware with respect to the Participant’s participation in the Plan.   The information is based on the securities, exchange control, tax and other laws in effect as of November  2021.  Such laws are often complex and change frequently.  As a result, the Company strongly  recommends that the Participant not rely on the information contained herein as the only source of  information relating to the consequences of the Participant’s participation in the Plan because the  information may be out of date at the time the Participant vests in the RSUs or sells Shares acquired under  the Plan.  In addition, this Addendum A is general in nature and may not apply to the Participant’s particular  situation, and the Company is not in a position to assure the Participant of any particular result.   Accordingly, the Participant should seek appropriate professional advice as to how the relevant  laws in the Participant’s country apply to the Participant’s specific situation.  If the Participant is a citizen or resident (or is considered as such for local tax purposes) of a country  other than the one in which the Participant is currently residing and/or working, or if the Participant  transfers employment and/or residency to another country after the grant of the RSUs, the information  contained herein may not be applicable to the Participant in the same manner.    EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) /  SWITZERLAND / THE UNITED KINGDOM  Data Privacy  If the Participant resides and/or is employed in the EU / EEA, Switzerland or the United Kingdom, the  following provision replaces Section 13 of the Agreement:  The Company is located at 2200 Pennsylvania Avenue, NW, Suite 800W, Washington, D.C.,  20037, United States of America and grants RSUs under the Plan to employees of the Company and its  Subsidiaries in its sole discretion.  The Participant should review the following information about the  Company’s data processing practices.   (a) Data Collection, Processing and Usage. Pursuant to applicable data protection laws, the  Participant is hereby notified that the Company collects, processes, and uses certain personally- identifiable information about the Participant; specifically, including the Participant’s name, home  address, email address and telephone number, date of birth, social insurance/passport or other  identification number (e.g., resident registration number), salary, citizenship, job title, any Shares or  directorships held in the Company, and details of all RSUs or any other equity compensation awards  granted, cancelled, exercised, vested, or outstanding in the Participant’s favor, which the Company  receives from the Participant or the Employer (“Personal Information”). In granting the RSUs under  the Plan, the Company will collect the Participant’s Personal Information for purposes of allocating  Shares and implementing, administering and managing the Plan. The Company’s legal basis for  collecting, processing and using the Participant's Personal Information will be the Company's  legitimate interest of managing the Plan and generally administering employee equity awards, the  





 






  405090014-v5\NA_DMS 16   Company's necessity to execute its contractual obligations under the Agreement and to comply with its  legal obligations. The Participant’s refusal to provide Personal Information may affect the  Participant’s ability to participate in the Plan. As such, by participating in the Plan, the Participant  voluntarily acknowledges the collection, processing and use, of the Participant's Personal Information  as described herein.   (b) Stock Plan Administration Service Provider. The Company transfers Participant's  Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in  the United States, which assists the Company with the implementation, administration and  management of the Plan (the “Stock Plan Administrator”).  In the future, the Company may select a  different Stock Plan Administrator and share the Participant's Personal Information with another  company that serves in a similar manner. The Stock Plan Administrator will open an account for the  Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree  on separate terms and data processing practices with the Stock Plan Administrator, which is a  condition to the Participant’s ability to participate in the Plan.    (c) International Data Transfers. The Company and the Stock Plan Administrator are based  in the United States.  The Company can only meet its contractual obligations to the Participant if the  Participant's Personal Information is transferred to the United States.  The Company’s legal basis for  the transfer of the Participant's Personal Information to the United States is to satisfy its contractual  obligations under the terms of the Agreement and/or its use of the standard data protection clauses  adopted by the European Commission.  (d) Data Retention. The Company will use the Participant’s Personal Information only as  long as is necessary to implement, administer and manage the Participant’s participation in the Plan  or as required to comply with legal or regulatory obligations, including under tax and securities laws.  When the Company no longer needs the Participant’s Personal Information, the Company will remove  it from its systems.  If the Company keeps the Participant’s Personal Information longer, it would be to  satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with  relevant laws or regulations.  (e) Data Subjects Rights. The Participant may have a number of rights under data privacy  laws in the Participant’s country of residence (and country of employment, if different). For example,  the Participant’s rights may include the right to (i) request access or copies of Personal Information  the Company processes pursuant to the Agreement, (ii) request rectification of incorrect Personal  Information, (iii) request deletion of Personal Information, (iv) request restrictions on processing of  Personal Information, (v) lodge complaints with competent authorities in the Participant’s country of  residence (and country of employment, if different), and/or (vi) request a list with the names and  addresses of any potential recipients of the Participant’s Personal Information.  To receive  clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant  should contact the Participant’s local human resources department.  ARGENTINA  TERMS AND CONDITIONS  Labor Law Acknowledgement   The following provision supplements Section 17 of the Agreement:  





 






  405090014-v5\NA_DMS 17   In accepting the RSUs, the Participant acknowledges and agrees that the grant of RSUs is made by the  Company (not the Employer) in its sole discretion and that the value of the RSUs or any Shares acquired  under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including,  but not limited to, the calculation of (i) any labor benefits including, without limitation, vacation pay,  thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments,  etc., or (ii) any termination or severance indemnities or similar payments.    If, notwithstanding the foregoing, any benefits under the Plan are considered as salary or wages for any  purpose under Argentine labor law, the Participant acknowledges and agrees that such benefits shall not  accrue more frequently than on the relevant Vesting Date(s).  NOTIFICATIONS  Securities Law Notice  The Participant understands that neither the grant of the RSUs nor Shares issued pursuant to the RSUs  constitute a public offering as defined by the Law N° 17,811, or any other Argentine law.  The offering of  the RSUs is a private placement and the underlying Shares are not listed on any stock exchange in  Argentina.  As such, the offering is not subject to the supervision of any Argentine governmental  authority.  Exchange Control Notice  Exchange control regulations in Argentina are subject to frequent change.  The Participant is solely  responsible for complying with any and all Argentine currency exchange restrictions, approvals and  reporting requirements in connection with the vesting and settlement of the RSUs, the subsequent sale of  any Shares acquired at vesting/settlement and the receipt of any dividends paid on such Shares.  The  Participant should consult with the Participant’s personal legal advisor regarding any exchange control  obligations Participant may have in connection with the Participant’s participation in the Plan.    Foreign Asset/Account Reporting Information  If the Participant holds the Shares as of December 31 of any year, the Participant is required to report the  holding of the Shares on the Participant’s personal tax return for the relevant year. The Participant should  consult with the Participant’s personal tax advisor to determine the Participant’s personal reporting  obligations.  AUSTRALIA  TERMS AND CONDITIONS   Australian Offer Document   The Participant understands that the offering of the Plan in Australia is intended to qualify for exemption  from the prospectus requirements under Class Order 14/1000 issued by the Australian Securities and  Investments Commission.  Participation in the Plan is subject to the terms and conditions set forth in the  Australian Offer Document, (which is attached hereto as Addendum B), the Plan and the Agreement  provided to the Participant.  





 






  405090014-v5\NA_DMS 18   RSUs Conditioned on Satisfaction of Regulatory Obligations    If the Participant is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a  management-level executive of a Subsidiary incorporated in Australia and who also is a director of a  Subsidiary incorporated outside of Australia, the grant of the RSUs is conditioned upon satisfaction of the  shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.    Termination  Section 4(c) of the Agreement (Retirement) shall not apply to any Participant who as of the Date of Grant  is on permanent, non-temporary assignment in Australia.  Instead, the provisions of Section 4(a)  (General), shall apply, notwithstanding the provisions therein regarding Early Retirement and Normal  Retirement to the contrary.    NOTIFICATIONS  Tax Information  The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”)  applies (subject to the conditions in that Act).  Securities Law Notice  If the Participant acquires Shares under the Plan and subsequently offers such Shares for sale to a person  or entity resident in Australia, such offer may be subject to disclosure requirements under Australian law.  The Participant should obtain legal advice on regarding any applicable disclosure requirements prior to  making any such offer.  Exchange Control Notice  Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund  transfers of any amount.  The Australian bank assisting with the transaction will file the report for the  Participant.  If there is no Australian bank involved in the transfer, the Participant will be responsible for  filing the report.  AUSTRIA  NOTIFICATIONS  Exchange Control Notice   If the Participant holds securities (including Shares acquired under the Plan) or cash (including proceeds  from the sale of Shares) outside of Austria, the Participant may be subject to reporting obligations to the  Austrian National Bank. If the value of the Shares meets or exceeds a certain threshold, the Participant  must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the  quarter, on or before the 15th day of the month following the end of the calendar quarter. In all other  cases, an annual reporting obligation applies and the report has to be filed as of December 31 on or before  January 31 of the following year. Where the cash amounts held outside of Austria meets or exceeds a  certain threshold, monthly reporting obligations apply as explained in the next paragraph.    





 






  405090014-v5\NA_DMS 19   If the Participant sells the Shares acquired under the Plan, or receives any cash dividends, the Participant  may have exchange control obligations if the Participant holds the cash proceeds outside of Austria. If the  transaction volume of all the Participant’s accounts abroad meets or exceeds a certain threshold, the  Participant must report to the Austrian National Bank the movements and balances of all accounts on a  monthly basis, as of the last day of the month, on or before the 15th day of the following month, on the  prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen).  BELGIUM  NOTIFICATIONS  Foreign Asset/Account Reporting Information    The Participant is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts  (including brokerage accounts) opened and maintained outside of Belgium on the Participant’s annual tax  return.  The Participant will also be required to complete a separate report, providing the National Bank of  Belgium with details regarding any such account (including the account number, the name of the bank in  which such account is held and the country in which such account is located).  This report, as well as  additional information on how to complete it, can be found on the website of the National Bank of  Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.  Stock Exchange Tax Information  A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian  financial intermediary, such as a U.S. broker.  The stock exchange tax will apply when Shares acquired  pursuant to the RSUs are sold.  The Participant should consult with a personal tax or financial advisor for  additional details on the Participant’s obligations with respect to the stock exchange tax.  Annual Securities Account Tax  An annual securities accounts tax may be payable if the total value of securities held in a Belgian or  foreign securities account (e.g., Shares acquired under the Plan) exceeds a certain threshold on four  reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September  30).  In such case, the tax will be due on the value of the qualifying securities held in such account.  The  Participant should consult with a personal tax or financial advisor for additional details on the  Participant’s obligations with respect to the annual securities account tax.   BRAZIL  TERMS AND CONDITIONS  Labor Law Policy and Acknowledgment    The following provision supplements Section 17 of the Agreement:  By accepting the RSUs, the Participant agrees that the Participant is (i) making an investment decision;  (ii) the Shares will be issued to the Participant only if the Vesting Conditions are met and (iii) the value of  the underlying Shares is not fixed and may increase or decrease in value over the vesting period without  compensation to the Participant.   





 






  405090014-v5\NA_DMS 20   Compliance with Law  By accepting the RSUs, the Participant acknowledges that the Participant agrees to comply with  applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs,  and the sale of Shares acquired under the Plan and the receipt of any dividends.  NOTIFICATIONS  Foreign Asset/Account Reporting Information  If the Participant is a resident or domiciled in Brazil, the Participant may be required to submit an annual  declaration of assets and rights held outside of Brazil to the Central Bank of Brazil. If the aggregate value  of such assets and/or rights is US$1,000,000 or more but less than US$100,000,000, a declaration must be  submitted annually.  If the aggregate value exceeds US$100,000,000, a declaration must be submitted  quarterly.   Tax on Financial Transaction (IOF)  Repatriation of funds (e.g., the proceeds from the sale of Shares) into Brazil and the conversion of USD  into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is  the Participant's responsibility to comply with any applicable Tax on Financial Transactions arising from  the Participant’s participation in the Plan. The Participant should consult with the Participant’s personal  tax advisor for additional details.  CANADA  TERMS AND CONDITIONS  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.    Forfeiture Upon Termination of Employment  The following provision replaces Section 4(a) of the Agreement:  Until vested, the RSU shall be subject to forfeiture in the event of the termination of the Participant's  employment, where termination of employment means the date on which the Participant is no longer  actively providing services to the Company (including, for this purpose, all Eligible Subsidiaries) for any  reason, whether such termination is occasioned by the Participant, by the Company or any of its Eligible  Subsidiaries, with or without cause, and whether or not later found to be invalid or unlawful; by mutual  agreement or by operation of law (“Termination of Employment”).  For the avoidance of doubt, unless  explicitly required by applicable legislation, the date on which any Termination of Employment occurs  shall not be extended by any notice period or period for which pay in lieu of notice or related damages or  payments are provided or mandated under local law (including, but not limited to, statute, contract,  regulatory law and/or common or civil law), and the Participant shall have no right to full or pro-rated  vesting or compensation for lost vesting related to such periods. For greater clarity, the date on which  Termination of Employment occurs shall not be extended by any period of “garden leave”, paid  administrative leave or similar period under local law.  The Administrator shall have the exclusive  





 






  405090014-v5\NA_DMS 21   discretion to determine when the Participant ceased to actively provide services to the Employer for the  purposes of this RSU (including, subject to statutory protections, whether the Participant may still be  considered to be providing services while on an approved leave of absence).  Unless the Committee  provides otherwise (1) Termination of Employment shall include instances in which the Participant is  terminated and immediately rehired as an independent contractor, and (2) the spin-off, sale, or disposition  of the Participant’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares,  assets or otherwise) such that the Participant’s employer no longer constitutes an Eligible Subsidiary shall  constitute a Termination of Employment.  If, notwithstanding the foregoing, applicable employment legislation explicitly requires continued vesting  during a statutory notice period, the Participant’s right to vest in the RSU, if any, will terminate effective  as of the last day of the minimum statutory notice period, but the Participant will not earn or be entitled to  pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will  the Participant be entitled to any compensation for the lost vesting.  Sections 4(b) through 4(e) of the Agreement shall continue to apply to the Participant; provided, however,  that any reference to termination of employment, termination of an active service-providing relationship,  “no longer actively employed (or is no longer actively providing services, as applicable)” or similar  language shall be interpreted to mean Termination of Employment as defined in this Addendum A.  The following two provisions apply if the Participant is a resident of Quebec:  Consent to Receive Information in English    The parties acknowledge that it is their express wish that the 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 du présent Contrat, ainsi que de tous  documents exécutés, avis donnés ou procédures judiciaires intentées, en vertu du, ou liés directement ou  indirectement, au présent Contrat.  Data Privacy  The following provision supplements Section 13 of the Agreement:  The Participant hereby authorizes the Company and the Company’s representatives to discuss with and  obtain all relevant information from all personnel, professional or not, involved in the administration and  operation of the Participant’s awards under the Plan. The Participant further authorizes the Company, its  Subsidiaries and the Stock Plan Administrator to disclose and discuss the Participant’s participation in the  Plan with their respective advisors. The Participant further authorizes the Company and its Subsidiaries to  record such information and to keep such information in the Participant’s employee file.  NOTIFICATIONS  Securities Law Notice  The Participant is permitted to sell Shares acquired under the Plan through the designated broker  appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of  Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on  which the Shares are listed.  The Shares are currently listed on the New York Stock Exchange.  





 






  405090014-v5\NA_DMS 22   Foreign Asset/Account Reporting Information    Specified foreign property, including the RSUs, Shares acquired under the Plan, and other rights to  receive shares of a non-Canadian company held by a Canadian resident must generally be reported  annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign  property exceeds C$100,000 at any time during the year. Thus, unvested RSUs must be reported –  generally at a nil cost – if the C$100,000 cost threshold is exceeded because the Participant holds other  specified foreign property. When Shares are acquired, their cost generally is the adjusted cost base  (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of  acquisition, but if the Participant owns other shares of the Company, this ACB may need to be averaged  with the ACB of the other shares.  The Participant should consult the Participant’s personal legal advisor  to ensure compliance with applicable reporting obligations.  CHILE  NOTIFICATIONS  Securities Law Notice  The grant of the RSUs is not intended to be a public offering of securities in Chile but instead is intended  to be a private placement.  a) The starting date of the offer will be the Date of Grant (as defined in the Agreement), and this  offer conforms to General Ruling No. 336 of the Chilean Commission of the Financial Market  (“CMF”);  b) The offer deals with securities not registered in the Registry of Securities or in the Registry of  Foreign Securities of the CMF, and therefore such securities are not subject to its oversight;   c) The issuer is not obligated to provide public information in Chile regarding the foreign securities,  as such securities are not registered with the CMF; and   d) The foreign securities shall not be subject to public offering as long as they are not registered  with the corresponding registry of securities in Chile.  a) La fecha de inicio de la oferta será el de la fecha de otorgamiento (o “Date of Grant”, según este  término se define en el documento denominado “Agreement”) y esta oferta se acoge a la norma  de Carácter General N° 336 de la Comisión para el Mercado Financiero de Chile (“CMF”);   b) La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores  Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;   c) Por tratar de valores no inscritos en la CMF no existe la obligación por parte del emisor de  entregar en Chile información pública respecto de esos valores; y  d) Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de  valores correspondiente.  Exchange Control Notice  If the Participant is a resident of Chile, the Participant is not required to repatriate any proceeds obtained  from the sale of Shares or the receipt of dividends to Chile. However, if the Participant is a resident of  





 






  405090014-v5\NA_DMS 23   Chile and decides to repatriate proceeds from the sale of Shares or the receipt of dividends and the  amount of the proceeds to be repatriated exceeds US$10,000, the Participant must effect such repatriation  through the Formal Exchange Market.  It is unnecessary to convert any repatriated funds into Chilean  currency.   Please note that exchange control regulations in Chile are subject to change.  The Participant should  consult with the Participant’s personal legal advisor regarding any exchange control obligations that the  Participant may have prior to the vesting of the RSUs.  Foreign Asset/Account Reporting Information  The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually  regarding:  (i) any taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii)  the results of foreign investments.  These annual reporting obligations must be complied with by  submitting a sworn statement setting forth this information before July 1 of each year.  The sworn  statement disclosing this information (or Formularios) must be submitted electronically through the CIRS  website, www.sii.cl, using Form 1929.  CHINA  TERMS AND CONDITIONS  The following provision applies if the Participant is subject to exchange control restrictions and  regulations in the People's Republic of China (“PRC”), including the requirements imposed by the PRC  State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole  discretion:  Settlement Notice  Notwithstanding anything to the contrary in the Plan or the Agreement, no Shares will be issued to the  Participant in settlement of the RSUs unless and until all necessary exchange control or other approvals  with respect to the RSUs under the Plan have been obtained from the SAFE or its local counterpart  (“SAFE Approval”).  In the event that SAFE Approval has not been obtained prior to any date(s) on  which the RSUs are scheduled to vest in accordance with the vesting schedule set forth in the Agreement,  any Shares which are contemplated to be issued in settlement of such vested RSUs shall be held by the  Company in escrow on behalf of the Participant until SAFE Approval is obtained.    NOTIFICATIONS  Exchange Control Restrictions Applicable to Participants who are PRC Nationals  If the Participant is a local national of the PRC, the Participant understands and agrees that upon RSU  vesting the underlying Shares may be sold immediately or, at the Company’s discretion, at a later time.   The Participant further agrees that the Company is authorized to instruct its designated broker to assist  with the mandatory sale of such Shares (on the Participant’s behalf pursuant to this authorization), and the  Participant expressly authorizes such broker to complete the sale of such Shares. If the Company changes  its designated brokerage firm, the Participant acknowledges and agrees that the Company may transfer  any Shares issued under the Plan to the new designated brokerage firm, if necessary or advisable for legal  or administrative reasons. The Participant agrees to sign any documentation necessary to facilitate the  transfer of Shares. Further, the Participant acknowledges that the Company’s designated broker is under  no obligation to arrange for the sale of the Shares at any particular price.  Upon the sale of the Shares, the  





 






  405090014-v5\NA_DMS 24   Company agrees to pay the cash proceeds from the sale, less any brokerage fees or commissions, to the  Participant in accordance with applicable exchange control laws and regulations and provided any  liability for Tax Related-Items resulting from the vesting of the RSUs has been satisfied.  Due to  fluctuations in the Share price and/or the U.S. Dollar exchange rate between the Vesting Date and (if  later) the date on which the Shares are sold, the sale proceeds may be more or less than the fair market  value of the Shares on the Vesting Date.  The Participant understands and agrees that the Company is not  responsible for the amount of any loss the Participant may incur and that the Company assumes no  liability for any fluctuations in the Share price and/or U.S. Dollar exchange rate.  The Participant understands and agrees that, due to exchange control laws in China, the Participant will be  required to immediately repatriate to China the cash proceeds from the sale of any Shares acquired at  vesting of the RSUs and any dividends received in relation to the Shares.  The Participant further  understands that, under local law, such repatriation of the cash proceeds may need to be effectuated  through a special exchange control account to be approved by the local foreign exchange administration,  and the Participant hereby consents and agrees that the proceeds from the sale of Shares acquired under  the Plan and any dividends received in relation to the Shares may be transferred to such special account  prior to being delivered to the Participant.  The proceeds may be paid to the Participant in U.S. Dollars or  local currency at the Company’s discretion (as of the Date of Grant, the proceeds are paid to the  Participant in local currency).  In the event the proceeds are paid to the Participant in U.S. Dollars, the  Participant understands that the Participant will be required to set up a U.S. Dollar bank account in China  and provide the bank account details to the Employer and/or the Company so that the proceeds may be  deposited into this account.  If the proceeds are paid to the Participant in local currency, the Participant  agrees to bear any currency fluctuation risk between the time the Shares are sold or dividends are paid and  the time the proceeds are distributed to the Participant through any such special account.  Exchange Control Notice Applicable to Participants in the PRC  If the Participant is a local national of the PRC, the Participant understands that exchange control  restrictions may limit the Participant’s ability to access and/or convert funds received under the Plan,  particularly if these amounts exceed US$50,000.  The Participant should confirm the procedures and  requirements for withdrawals and conversions of foreign currency with the Participant’s local bank prior  to the vesting of the RSUs/sale of Shares.  The Participant agrees to comply with any other requirements that may be imposed by the Company in  the future in order to facilitate compliance with exchange control requirements in the PRC.  Foreign Asset/Account Reporting Information  PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, as  well as details of any economic transactions conducted with non-PRC residents, either directly or through  financial institutions.  The Participant may be subject to reporting obligations for the Shares or awards  acquired under the Plan and Plan-related transactions.  It is the Participant's responsibility to comply with  this reporting obligation and the Participant should consult his/her personal tax advisor in this regard.  COLOMBIA  TERMS AND CONDITIONS  Labor Law Acknowledgement    The following provision supplements Section 17 of the Agreement:  





 






  405090014-v5\NA_DMS 25   The Participant acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan, the  RSUs, the underlying Shares, and any other amounts or payments granted or realized from participation  in the Plan do not constitute a component of the Participant's “salary” for any purpose. To this extent,  they will not be included and/or considered for purposes of calculating any and all labor benefits, such as  legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions or any other  labor-related amount which may be payable.  NOTIFICATIONS  Securities Law Notice  The Shares are not and will not be registered with the Colombian registry of publicly traded securities  (Registro Nacional de Valores y Emisores), and therefore, the Shares cannot be offered to the public in  Colombia.  Nothing in the Agreement shall be construed as making a public offer of securities, or the  promotion of financial products in Colombia.    Exchange Control Notice  Foreign investments must be registered with the Central Bank of Colombia (Banco de la República).   Upon the subsequent sale or other disposition of  investments held abroad, the registration with the  Central Bank must be canceled, the proceeds from the sale or other disposition of the Shares must be  repatriated to Colombia and the appropriate Central Bank form must be filed (usually with the  Participant’s local bank).  The Participant acknowledges that the Participant personally is responsible for  complying with Colombian exchange control requirements.  Foreign Asset/Account Reporting Information    An annual informative return must be filed with the Colombian Tax Office detailing any assets held  abroad (including the Shares acquired under the Plan).  If the individual value of any of these assets  exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the  jurisdiction in which it is located must be disclosed.  The Participant acknowledges that the Participant  personally is responsible for complying with this tax reporting requirement.  CROATIA  NOTIFICATIONS  Exchange Control Notice  The Participant must report any foreign investments (including Shares acquired under the Plan) to the  Croatian National Bank for statistical purposes.  However, because exchange control regulations may  change without notice, the Participant should consult with the Participant’s legal advisor to ensure  compliance with current regulations.  The Participant acknowledges that the Participant personally is  responsible for complying with Croatian exchange control laws.  CZECH REPUBLIC  NOTIFICATIONS  Exchange Control Notice  





 






  405090014-v5\NA_DMS 26   Upon request of the Czech National Bank (the “CNB”), the Participant may need to report the following  to the CNB: foreign direct investments, financial credits from abroad, investment in foreign securities and  associated collection and payments (Shares and proceeds from the sale of the Shares may be included in  this reporting requirement).  Even in the absence of a request from the CNB, the Participant may need to  report foreign direct investments with a value of CZK 2,500,000 or more in the aggregate or other foreign  financial assets with a value of CZK 2,000,000,000 or more.  Because exchange control regulations  change frequently and without notice, the Participant should consult the Participant’s personal legal  advisor prior to vesting of the RSUs and the subsequent sale of Shares to ensure compliance with current  regulations.  It is the Participant’s responsibility to comply with Czech exchange control laws, and neither  the Company nor any Subsidiary will be liable for any resulting fines or penalties.  DENMARK  TERMS AND CONDITIONS  Danish Stock Option Act  Notwithstanding anything in the Agreement to the contrary, the treatment of the RSUs upon the  Participant’s termination of employment with the Company or an Eligible Subsidiary, as applicable, shall  be governed by the Danish Stock Option Act, as in effect at the time of the Participant’s termination (as  determined by the Committee in its discretion in consultation with legal counsel).  By accepting the  RSUs, the Participant acknowledges that the Participant has received a Danish translation of an Employer  Statement, (which is attached hereto as Addendum C), which is being provided to comply with the  Danish Stock Option Act.  NOTIFICATIONS  Foreign Asset/Account Reporting Information  If Danish residents establish an account holding Shares or an account holding cash outside Denmark, they  must report the account to the Danish Tax Administration as part of their annual tax return under the  section related to foreign affairs and income.  The form which should be used in this respect can be  obtained from a local bank.  ECUADOR  NOTIFICATIONS  Foreign Asset/Account Reporting Information   The Participant will be responsible for including any RSUs that vested during the previous fiscal year in  the Participant’s annual Net Worth Declaration if the Participant’s net worth exceeds the thresholds set  forth in the law. The Net Worth Declaration must be filed in May of the following year using the  electronic form on the tax authorities’ website (www.sri.gob.ec). Penalties will apply to a late filing and it  is not possible to seek an extension.  FINLAND  NOTIFICATIONS  





 






  405090014-v5\NA_DMS 27   Foreign Asset/Account Reporting Information.  There are no specific reporting requirements with  respect to foreign assets/accounts.  However, the Participant should check the Participant’s pre-completed  tax return to confirm that the ownership of Shares and other securities (foreign or domestic) are correctly  reported.  If the Participant finds any errors or omissions, the Participant must make the necessary  corrections electronically or by sending specific paper forms to the local tax authorities.  FRANCE  TERMS AND CONDITIONS  Consent to Receive Information in English  By accepting the RSUs, the Participant confirms having read and understood the Plan, the Grant Notice,  the Agreement and this Addendum B, including all terms and conditions included therein, which were  provided in the English language. The Participant accepts the terms of those documents accordingly.    Consentement afin de Recevoir des Informations en Anglais  En acceptant les droits sur des actions assujettis à restrictions (« restricted stock units » ou « RSUs »), le  Participant confirme avoir lu et compris le Plan, la Notification d’Attribution, le Contrat et la présente  Annexe B, en ce compris tous les termes et conditions y relatifs, qui ont été fournis en langue anglaise. Le  Participant accepte les termes de ces documents en connaissance de cause.  NOTIFICATIONS  Tax Information  The RSUs granted under this Agreement are not intended to be a tax-qualified RSUs.  Exchange Control Notice   The value of any cash or securities imported to or exported from France without the use of a financial  institution must be reported to the customs and excise authorities when the value of such cash or  securities is equal to or greater than a certain amount. The Participant should consult with the  Participant’s personal financial advisor for further details regarding this requirement.  Foreign Asset/Account Reporting Information  French residents must report annually any shares and bank accounts they hold outside France, including  the accounts that were opened, used and/or closed during the tax year, to the French tax authorities, on an  annual basis on a special Form N° 3916, together with the Participant’s personal income tax return.   Failure to report triggers a significant penalty.  GERMANY  NOTIFICATIONS  Exchange Control Notice    Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank  (Bundesbank).  In case of payments in connection with securities (including proceeds realized upon the  sale of Shares or the receipt of dividends), the report must be made by the 5th day of the month following  





 






  405090014-v5\NA_DMS 28   the month in which the payment was received.  The form must be filed electronically and the form of  report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website  (www.bundesbank.de) and is available in both German and English.  The Participant acknowledges that  the Participant personally is responsible for complying with applicable reporting requirements.    HONG KONG  TERMS AND CONDITIONS  Form of Settlement  Notwithstanding any discretion contained in the Plan or anything to the contrary in the Agreement, the  RSUs are payable in Shares only.   Sale Restriction  Shares received at vesting are accepted as a personal investment.  In the event that the RSUs vest and  Shares are issued to the Participant (or the Participant's heirs) within six (6) months of the Date of Grant,  the Participant (or the Participant's heirs) agrees that the Shares will not be offered to the public or  otherwise disposed of prior to the six (6)-month anniversary of the Date of Grant.     NOTIFICATIONS  Securities Law Notice  WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong  Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any  doubt about any of the contents of this document, the Participant should obtain independent professional  advice.  Neither the grant of the RSUs nor the issuance of the Shares upon vesting of the RSUs constitutes  a public offering of securities under Hong Kong law and is available only to employees of the Company  and its Subsidiaries.  The Agreement, including this Addendum B, the Plan and other incidental  communication materials distributed in connection with the RSUs (i) have not been prepared in  accordance with and are not intended to constitute a “prospectus” for a public offering of securities  under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of  each eligible employee of the Company or its Subsidiaries and may not be distributed to any other  person.    Nature of Scheme  The Company specifically intends that the Plan will not be treated as an occupational retirement scheme  for purposes of the Occupational Retirement Schemes Ordinance.    HUNGARY  No country-specific provisions.   INDIA  NOTIFICATIONS  Exchange Control Notice  





 






  405090014-v5\NA_DMS 29   The Participant must repatriate any proceeds from the sale of the Shares and any cash dividends acquired  under the Plan to India and convert the proceeds into local currency within a certain period from the time  of receipt (90 days for sale proceeds and 180 days for dividend payments, or within such other period of  time as may be required under applicable regulations and to convert the proceeds into local currency).  The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the  Participant deposits the foreign currency.  The Participant should maintain the FIRC as evidence of the  repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of  repatriation.   It is the 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 the Participant’s failure  to comply with applicable laws.  Foreign Asset/Account Reporting Information  The Participant is required to declare the Participant’s foreign bank accounts and any foreign financial  assets (including Shares held outside India) in the Participant’s annual tax return.  It is the Participant’s  responsibility to comply with this reporting obligation and the Participant should consult with the  Participant’s personal tax advisor in this regard as significant penalties may apply in the case of non- compliance.    INDONESIA  TERMS AND CONDITIONS  Language Consent  A translation of the documents relating to this grant into Bahasa Indonesia can be provided to Participant  upon request to Danaher’s Corporate Compensation department.  By accepting the RSUs, the Participant  (i) confirms having read and understood the documents relating to the RSUs (i.e., the Plan and the  Agreement) which were provided in the English language, (ii) accepts the terms of those documents  accordingly, and (iii) agrees not to challenge the validity of this document based on Law No. 24 of 2009  on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential  Regulation (when issued).   Persetujuan Bahasa    Terjemahan dari dokumen-dokumen terkait dengan pemberian ini  ke Bahasa Indonesia dapat disediakan  untuk Peserta berdasarkan permintaan kepada Danaher’s Corporate Compensation department.  Dengan  menerima Pemberian, Peserta (i) memberikan konfirmasi bahwa anda telah membaca dan memahami  dokumen-dokumen berkaitan dengan  Pemberian ini (yaitu, Program dan Perjanjian) yang disediakan  dalam Bahasa Inggris, (ii) menerima persyaratan di dalam dokumen-dokumen tersebut, dan (iii) setuju  untuk tidak mengajukan keberatan atas keberlakuan dari dokumen ini berdasarkan Undang-Undang No.  24 Tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan ataupun  Peraturan Presiden sebagai pelaksanaannya (ketika diterbitkan).  NOTIFICATIONS  Exchange Control Notice  





 






  405090014-v5\NA_DMS 30   Indonesian residents repatriating funds (e.g., remittance of proceeds from the sale of Shares into  Indonesia) into Indonesia, the Indonesian bank through which the transaction is made will submit a report  of the transaction to the Bank of Indonesia. For transactions of USD10,000 or more (or its equivalent in  other currency), a more detailed description of the transaction must be included in the report and the  Participant may be required to provide information about the transaction to the bank in order to complete  the transaction. For foreign currency transactions exceeding USD25,000, the underlying document of that  transaction will have to be submitted to the relevant local bank.  IRELAND  NOTIFICATIONS   Director Notification Obligation  Irish residents who may be a director, shadow director or secretary of an Irish subsidiary whose interest in  the Company represents more than 1% of the Company’s voting share capital are required to notify such  Irish Subsidiary in writing within a certain time period. This notification requirement also applies with  respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the  director, shadow director or secretary).  ISRAEL  TERMS AND CONDITIONS  Trust Arrangement  The Participant understands and agrees that the RSUs awarded under the Agreement are awarded subject  to and in accordance with the terms and conditions of the Plan, the Sub-Plan for Israel (the “Sub-Plan”),  the Trust Agreement (the “Trust Agreement”) between the Company and the Company’s trustee  appointed by the Company or its Subsidiary in Israel (the “Trustee”), or any successor trustee.  In the  event of any inconsistencies between the Sub-Plan, the Agreement and/or the Plan, the Sub-Plan will  govern.  Type of Grant  The RSUs are intended to qualify for favorable tax treatment in Israel as a “102 Capital Gains Track  Grant” (as defined in the Sub-Plan) subject to the terms and conditions of “Section 102” (as defined in the  Sub-Plan) and the rules promulgated thereunder.  Notwithstanding the foregoing, by accepting the RSUs,  the Participant acknowledges that the Company cannot guarantee or represent that the favorable tax  treatment under Section 102 will apply to the RSUs.  By accepting the RSUs, the Participant: (a) acknowledges receipt of and represents that the Participant  has read and is familiar with the terms and provisions of Section 102, the Plan, the Sub-Plan, the Trust  Agreement and the Agreement; (b) accepts the RSUs subject to all of the terms and conditions of the  Agreement, the Plan, the Sub-Plan, the Trust Agreement and Section 102 and the rules promulgated  thereunder; and (c) agrees that the RSUs and/or any Shares issued in connection therewith, will be  registered for the benefit of the Participant in the name of the Trustee as required to qualify under Section  102.  The Participant hereby undertakes to release the Trustee from any liability in respect of any action or  decision duly taken and bona fide executed in relation to the Plan, or any RSUs or the Shares granted  





 






  405090014-v5\NA_DMS 31   thereunder.  The Participant agrees to execute any and all documents which the Company or the Trustee  may reasonably determine to be necessary in order to comply with Section 102 and the Income Tax  Ordinance (New Version) – 1961 (“ITO”).   Electronic Delivery   The following provision supplements Section 12 of the Agreement.  To the extent required pursuant to Israeli tax law and/or by the Trustee, the Participant consents and  agrees to deliver hard-copy written notices and/or actual copies of any notices or confirmations provided  by the Participant related to the Participant’s participation in the Plan.  Data Privacy  The following provision supplements Section 13 of the Agreement:  Without derogating from the scope of Section 13 of the Agreement, the Participant hereby explicitly  consents to the transfer of Data between the Company, the Trustee, and/or a designated Plan broker,  including any requisite transfer of such Data outside of the Participant’s country and further transfers  thereafter as may be required to a broker or other third party.   NOTIFICATIONS  Securities Law Notice  The grant of the RSUs does not constitute a public offering under the Securities Law, 1968.  ITALY  TERMS AND CONDITIONS  Plan Document Acknowledgement    In accepting the RSUs, the Participant acknowledges that the Participant has received a copy of the Plan  and the Agreement, has reviewed the Plan and the Agreement (including this Addendum B), in their  entirety and fully understands and accepts all provisions of the Plan and the Agreement (including this  Addendum B).  The Participant further acknowledges that the Participant has read and specifically and expressly approves  without limitation, the following sections of the Agreement: Section 7: Tax Obligations; Section 16:  Governing Law and Venue; Section 17: Nature of RSUs; Section 25: Addendum B; Section 26:  Imposition of Other Requirements; Section 27: Recoupment; and the Data Privacy section above.  NOTIFICATIONS  Foreign Asset/Account Reporting Information  Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and  Shares) which may generate income taxable in Italy are required to report these assets on their annual tax  returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form  if no tax return is due.  These reporting obligations will also apply to Italian residents who are the  





 






  405090014-v5\NA_DMS 32   beneficial owners of foreign financial assets under Italian money laundering provisions. Italian residents  should consult with their personal tax advisor to determine their personal reporting obligations.  Foreign Asset Tax  The value of any Shares (and other financial assets) held outside Italy by individuals resident of Italy may  be subject to a foreign asset tax.  The taxable amount will be the fair market value of the financial assets  (e.g., Shares) assessed at the end of the calendar year.  The value of financial assets held abroad must be  reported in Form RM of the annual return.  The Participant should consult the Participant’s personal tax  advisor for additional information on the foreign asset tax.  JAPAN  NOTIFICATIONS  Exchange Control Notice  If the Participant acquires Shares valued at more than ¥100,000,000 in a single transaction, the Participant  must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within  20 days of the purchase of the Shares.   Foreign Asset/Account Reporting Information  The Participant will be required to report details of any assets held outside Japan as of December 31st to  the extent such assets have a total net fair market value exceeding ¥50,000,000.  This report is due by  March 15 each year.  The Participant should consult with the Participant’s personal tax advisor as to  whether the reporting obligation applies to the Participant and whether the requirement extends to any  outstanding RSUs or Shares acquired under the Plan.  KOREA  NOTIFICATIONS  Exchange Control Notice  If the Participant realizes US$500,000 or more from the sale of Shares or the receipt of any dividends  with respect to RSUs granted prior to July 18, 2017, Korean exchange control laws may require the  Participant to repatriate the proceeds back to Korea within three (3) years of the sale/receipt.    Foreign Asset/Account Reporting Information    Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage  accounts) to the Korean tax authority and file a report with respect to such accounts in June of the  following year if the monthly balance of such accounts exceeds KRW 500 million (or an equivalent  amount in foreign currency) on any month-end date during a calendar year.  The Participant should  consult with the Participant’s personal tax advisor to determine the Participant’s personal reporting  obligations.   LIECHTENSTEIN  No country-specific provisions.  





 






  405090014-v5\NA_DMS 33   LUXEMBOURG  No country-specific provisions.  MALAYSIA  NOTIFICATIONS  Director Notification  If the Participant is a director of a subsidiary or other related company in Malaysia, then the Participant is  subject to certain notification requirements under the Malaysian Companies Act, 2016.  Among these  requirements is an obligation to notify the Malaysian subsidiary in writing when the Participant receives  an interest (e.g., RSUs, Shares) in the Company or any related companies.  In addition, the Participant  must notify the Malaysian subsidiary when the Participant sells Shares of the Company or any related  company (including when the Participant sells Shares acquired under the Plan).  These notifications must  be made within fourteen (14) days of acquiring or disposing of any interest in the Company or any related  company.    MEXICO  TERMS AND CONDITIONS  Labor Law Acknowledgement  The following provision supplements Section 17 of the Agreement.  By accepting the RSUs, the Participant acknowledges that the Participant understands and agrees that: (i)  the RSUs are not related to the salary and other contractual benefits granted to the 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 grant of the RSUs 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 2200 Pennsylvania Avenue, NW, Suite 800W, Washington,  D.C., 20037, United States of America, is solely responsible for the administration of the Plan.   Participation in the Plan and the acquisition of Shares under the Plan does not, in any way establish an  employment relationship between the Participant and the Company since the Participant is participating in  the Plan on a wholly commercial basis and the Participant’s sole employer is the Subsidiary employing  the Participant, as applicable, nor does it establish any rights between the Participant and the Employer.   Plan Document Acknowledgment  By participating in the Plan, Participant acknowledges that the Participant has received copies of the Plan  and the Agreement, has reviewed the Plan and the Agreement in their entirety and fully understands and  accept all provisions of the Plan and the Agreement.    





 






  405090014-v5\NA_DMS 34   In addition, by participating in the Plan, the Participant further acknowledges that the Participant has read  and specifically and expressly approves the terms and conditions in Section 17 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, the Participant hereby declares that the Participant 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  Esta disposición complementa la Sección 17 del Acuerdo.   Al aceptar el RSU,el Participante reconoce entiende y acuerda que: (i) la RSU no se encuentra  relacionada con el salario ni con otras prestaciones contractuales concedidas al Participante por del  patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o detrimento en  los términos y condiciones de empleo.  Declaración de Política   La concesión del RSU que la Compañía está haciendo 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 2200 Pennsylvania Avenue, NW, Suite 800W,  Washington, D.C., Estados Unidos de Norteamérica, es la única responsable por la administración del  Plan. La participación en el Plan y la adquisición de Acciones no establece de forma alguna, una  relación de trabajo entre el Participante y la Compañía, ya que la participación en el Plan por parte del  Participante es completamente comercial y el único patrón es 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.  Reconocimiento del Plan de Documentos  Al participar en el Plan, el Participante reconoce que ha recibido copias del Plan y del Acuerdo, mismos  que ha revisado en su totalidad y los entiende completamente y, que ha entendido y aceptado las  disposiciones contenidas en el Plan y en el Acuerdo.  Adicionalmente, al participar en el Plan, el Participante reconoce que ha leído, y que aprueba específica  y expresamente los términos y condiciones contenidos en la Sección 17 del Acuerdo, 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.  





 






  405090014-v5\NA_DMS 35   Finalmente, el Participante 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.  NOTIFICATIONS  Securities Law Notice  The RSUs granted, and any Shares acquired, under the Plan have not been registered with the National  Register of Securities maintained by the Mexican National Banking and Securities Commission and  cannot be offered or sold publicly in Mexico. In addition, the Plan, Agreement and any other document  relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to the  Participant because of the Participant’s existing relationship with the Company and these materials should  not be reproduced or copied in any form. The offer contained in these materials does not constitute a  public offering of securities, but rather a private placement of securities addressed specifically to certain  employees of the Company and its subsidiaries and are made in accordance with the provisions of the  Mexican Securities Market Law. Any rights under such offering shall not be assigned or transferred.    NETHERLANDS  No country-specific provisions.  NORWAY  NOTIFICATIONS  Exchange Control Information  In general, Norwegian residents should not be subject to any foreign exchange requirements in connection  with their acquisition or sale of Shares under the Plan, except normal reporting requirements to the  Norwegian Currency Registry.  If any transfer of funds into or out of Norway is made through a  Norwegian bank, the bank will make the registration.  Foreign Asset/Account Reporting Information  Norwegian residents may be subject to foreign asset reporting as part of their ordinary tax return.   Norwegian banks, financial institutions, limited companies etc. must report certain information to the Tax  Administration.  Such information may then be pre-completed in a Norwegian resident’s tax return.   However, if the resident has traded, or is the owner of, financial instruments (e.g., Shares) not pre- completed in the tax return, the Norwegian resident must enter this information in Form RF-1159, which  is an appendix to the tax return.  





 






  405090014-v5\NA_DMS 36   POLAND  NOTIFICATIONS  Foreign Asset/Account Reporting Information    Polish residents holding foreign securities (e.g., Shares) and/or maintaining accounts abroad are obligated  to file quarterly reports with the National Bank of Poland incorporating information on transactions and  balances of the securities and cash deposited in such accounts if the value of such securities and cash  (when combined with all other assets held abroad) exceeds PLN 7,000,000.   Exchange Control Notice  Polish residents are also required to transfer funds through a bank account in Poland if the transferred  amount in any single transaction exceeds a specified threshold (currently EUR 15,000).  Polish residents  are required to store documents connected with foreign exchange transactions for a period of five years  from the date the exchange transaction was made.   PORTUGAL  TERMS AND CONDITIONS  Language Consent  The Participant hereby expressly declares that the Participant is proficient in the English language and has  read, understood and fully accepts and agrees with the terms and conditions established in the Plan and  the Agreement.  Conhecimento da Lingua  O Participante, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua  inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições  estabelecidas no Plano e do Contrato.  NOTIFICATIONS  Exchange Control Notice  If the Participant is a Portuguese resident and holds Shares after vesting of the RSUs, the acquisition of  the Shares should be reported to the Banco de Portugal for statistical purposes.  If the Shares are  deposited with a commercial bank or financial intermediary in Portugal, such bank or financial  intermediary will submit the report on the Participant’s behalf.  If the Shares are not deposited with a  commercial bank or financial intermediary in Portugal, The Participant is responsible for submitting the  report to the Banco de Portugal, unless the Participant engages a Portuguese financial intermediary to file  the reports on the Participant’s behalf.  RUSSIA  TERMS AND CONDITIONS  Labor Law Acknowledgement  





 






  405090014-v5\NA_DMS 37   The Participant understands that if the Participant continues to hold the Shares acquired under the Plan  after an involuntary termination of employment, the Participant will be ineligible to receive  unemployment benefits in Russia.  U.S. Transaction  Any Shares issued upon vesting of the RSUs shall be delivered to the Participant through a brokerage  account with the Stock Plan Administrator established in the United States.  The Participant may hold the  Shares in the Participant’s brokerage account in the United States; however, in no event will the Shares  issued to the Participant and/or share certificates or other instruments be delivered to the Participant in  Russia.  The Participant is not permitted to make any public advertising or announcements regarding the  RSUs or Shares in Russia, or promote these Shares to other Russian legal entities or individuals, and the  Participant is not permitted to sell Shares acquired upon vesting of the RSUs directly to other Russian  legal entities or residents.  The Participant is permitted to sell Shares only on the New York Stock  Exchange and only through a United States broker.  Data Privacy  This data privacy consent replaces Section 13 of the Agreement:  1. Purposes for processing of the Personal Data 1. Цели обработки Персональных данных   1.1. Granting to the Participant restricted share units  or rights to purchase shares of common stock.  1.1. Предоставление Субъектам персональных  данных ограниченных прав на акции (RSU) или  прав покупки обыкновенных акций.  1.2. Compliance with the effective Russian  Federation laws;  1.2.  Соблюдение действующего законодательства  Российской Федерации;       2. The Participant hereby grants consent to  processing of the personal data listed below  2. Субъект персональных данных настоящим  дает согласие на обработку перечисленных ниже  персональных данных  2.1. Last name, first name, patronymic, year, month,  date and place of birth, gender, age, address,  citizenship, information on education, contact  details (home address(es), direct office, home  and mobile telephone numbers, e-mail address,  etc.), photographs;  2.1. Фамилия, имя, отчество, год, месяц, дата  и место рождения, пол, возраст, адрес,  гражданство, сведения об образовании,  контактная информация (домашний(е) адрес(а),  номера прямого офисного, домашнего и  мобильного телефонов, адрес электронной  почты и др.), фотографии;  2.2. Information contained in personal identification  documents (including passport details), tax  identification number and number of the State  Pension Insurance Certificate, including  photocopies of passports, visas, work permits,  drivers licenses, other personal documents;  2.2. Сведения, содержащиеся в документах,  удостоверяющих личность, в том числе  паспортные данные, ИНН и номер страхового  свидетельства государственного пенсионного  страхования, в том числе фотокопии паспортов,  виз, разрешений на работу, водительских  удостоверений, других личных документов;  





 






  405090014-v5\NA_DMS 38   2.3. Information on employment, including the list of  duties, information on the current and former  employers, information on promotions,  disciplinary sanctions, transfer to other position /  work, etc.;  2.3. Информация о трудовой деятельности,  включая должностные обязанности, информация  о текущем и прежних работодателях, сведения о  повышениях, дисциплинарных взысканиях,  переводах на другую должность/работу, и т.д.;  2.4. Information on the Participant’s salary amount,  information on salary changes, on participation  in employer benefit plans and programs, on  bonuses paid, etc.;  2.4. Информация о размере заработной платы  Субъекта персональных данных, данные об  изменении заработной платы, об участии в  премиальных системах и программах  Работодателя, информация о выплаченных  премиях, и т.д.;  2.5. Information on work time, including hours  scheduled for work per week and hours actually  worked;  2.5. Сведения о рабочем времени, включая  нормальную продолжительность рабочего  времени в неделю и количество фактически  отработанного рабочего времени;  2.6. Information on potential membership of certain  categories of employees having rights for  guarantees and benefits in accordance with the  Russian Federation Labor Code and other  effective legislation;  2.6. Сведения о принадлежности к  определенным категориям работников, которым  предоставляются гарантии и льготы в  соответствии с Трудовым кодексом Российской  Федерации и иным действующим  законодательством;  2.7. Information on the Participant’s tax status  (exempt, tax resident status, etc.);   2.7. Информация о налоговом статусе  Субъекта персональных данных (освобождение  от уплаты налогов, является ли налоговым  резидентом и т.д.);   2.8. Information on shares of Common Stock or  directorships held by the Participant, details of  all awards or any other entitlement to shares of  Common Stock awarded, cancelled, exercised,  vested, unvested or outstanding;  2.8. Информация об обыкновенных акциях  или членстве в совете директоров Субъекта  персональных данных, обо всех программах  вознаграждения или иных правах на получение  обыкновенных акций, которые были  предоставлены, аннулированы, исполнены,  погашены, непогашены или подлежат выплате.  2.9. Any other information, which may become  necessary to the Company in connection with the  purposes specified in Clause 2 above.   2.9. Любые иные данные, которые могут  потребоваться Операторам в связи с  осуществлением целей, указанных в п. 3 выше.  the “Personal Data” далее – «Персональные данные»     3.1. The Participant hereby consents to  performing the following operations with the  Personal Data:  3.1. Субъект персональных данных настоящим  дает согласие на совершение с Персональными  данными перечисленных ниже действий:   





 






  405090014-v5\NA_DMS 39   3.1.1. processing of the Personal Data, including  collection, systematization, accumulation,  storage, verification (renewal, modification),  use, dissemination (including transfer),  impersonalizing, blockage, destruction;  3.1.1. обработка Персональных данных, включая сбор,  систематизацию, накопление, хранение,  уточнение (обновление, изменение),  использование, распространение (в том числе  передача), обезличивание, блокирование,  уничтожение персональных данных;  3.1.2. transborder transfer of the Personal Data to  оperators located on the territory of foreign  states.  The Participant hereby confirms that he  was notified of the fact that the recipients of the  Personal Data may be located in foreign states  that do not ensure adequate protection of rights  of personal data subjects;  3.1.2. трансграничная передача Персональных данных  операторам на территории любых иностранных  государств. Субъект персональных данных  настоящим подтверждает, что он был уведомлен  о том, что получатели Персональных данных  могут находиться в иностранных государствах,  не обеспечивающих адекватной защиты прав  субъектов персональных данных;  3.1.3. including Personal Data into generally accessible  sources of personal data (including directories,  address books and other), placing Personal Data  on the Company's web-sites on the Internet.    3.1.3. включение Персональных данных в  общедоступные источники персональных  данных (в том числе справочники, адресные  книги и т.п.), размещение Персональных данных  на сайтах Операторов в сети Интернет.  3.2. General description of the data processing  methods used by the Company   3.2. Общее описание используемых  Оператором(ами) способов обработки персональных  данных  3.2.1. When processing the Personal Data, the  Company undertakes the necessary organizational and  technical measures for protecting the Personal Data from  unlawful or accidental access to them, from destruction,  change, blockage, copying, dissemination of Personal  Data, as well as from other unlawful actions.   3.2.1. При обработке Персональных данных Операторы  принимают необходимые организационные и  технические меры для защиты Персональных данных от  неправомерного или случайного доступа к ним,  уничтожения, изменения, блокирования, копирования,  распространения Персональных данных, а также от иных  неправомерных действий.  3.2.2. Processing of the Personal Data by the Company  shall be performed using the data processing methods  that ensure confidentiality of the Personal Data, except  where: (1) Personal Data is impersonalized; and (2) in  relation to publicly available Personal Data; and in  compliance with the established requirements to ensuring  the security of personal data, the requirements to the  tangible media of biometric personal data and to the  technologies for storage of such data outside personal  data information systems in accordance with the  effective legislation.   3.2.2. Обработка Персональных данных Операторами  осуществляется при помощи способов, обеспечивающих  конфиденциальность таких данных, за исключением  следующих случаев: (1) в случае обезличивания  Персональных данных; (2) в отношении общедоступных  Персональных данных; и при соблюдении  установленных требований к обеспечению безопасности  персональных данных, требований к материальным  носителям биометрических персональных данных и  технологиям хранения таких данных вне  информационных систем персональных данных в  соответствии с действующим законодательством.      4. Term, revocation procedure 4. Срок, порядок отзыва  





 






  405090014-v5\NA_DMS 40   This Statement of Consent is valid for an indefinite term.  The Participant may revoke this consent by sending to  Company a written notice at least ninety (90) days in  advance of the proposed consent revocation date.  The  Participant agrees that during the specified notice period  the Company is not obliged to cease processing of  Personal Data or destroy the Personal Data of the  Participant.   Настоящее согласие действует в течение  неопределенного срока. Субъект персональных данных  может отозвать настоящее согласие путем направления  Оператору(ам) письменного(ых) уведомления(ий) не  менее чем за 90 (девяносто) дней до предполагаемой  даты отзыва настоящего согласия. Субъект персональных  данных соглашается на то, что в течение указанного  срока Оператор(ы) не обязан(ы) прекращать обработку  персональных данных и уничтожать персональные  данные Субъекта персональных данных.     NOTIFICATIONS  Securities Law Notice  The Participant acknowledges that the Agreement, the grant of the RSUs, the Plan and all other materials  the Participant may receive regarding participation in the Plan do not constitute advertising or an offering  of securities in Russia, and the Participant's acceptance of the RSUs results in an agreement between the  Company and the Participant that is completed in the United States and is governed by the laws of the  State of Delaware.  The Shares to be issued under the Plan have not and will not be registered in Russia,  nor will they be admitted for listing on any Russian exchange for trading within Russia.  Thus, the Shares  described in any Plan documents may not be offered or placed in public circulation in Russia.  In no event  will the Shares to be issued under the Plan be delivered to the Participant in Russia.  All the Shares  acquired under the Plan will be maintained on behalf of the Participant outside of Russia.  The Participant  will not be permitted to sell or otherwise transfer the Shares directly to a Russian legal entity or resident.  Exchange Control Notice  The Participant may be required to repatriate cash proceeds from the Participant’s participation in the  Plan (e.g., cash dividends, sale proceeds) as soon as the Participant intends to use those cash amounts for  any purpose, including reinvestment. If the repatriation requirement applies, such funds must initially be  credited to the Participant through a foreign currency account at an authorized bank in Russia. After the  funds are initially received in Russia, they may be further remitted to other accounts, including ones at  foreign banks, in accordance with Russian exchange control laws.  As of April 17, 2020, the repatriation  requirement may not apply with respect to cash amounts received in an account that is considered by the  Central Bank of Russia to be a foreign brokerage account opened with a financial market institution other  than a bank.  Statutory exceptions to the repatriation requirement also may apply.  The Participant should  consult with the Participant’s personal legal advisor to determine the applicability of the repatriation  requirement to any cash received in connection with the Participant’s participation in the Plan and to  ensure compliance with any applicable exchange control requirements.  Foreign Asset/Account Reporting Information  The Participant is required to report the opening, closing or change of details of any foreign bank account  to Russian tax authorities within one (1) month of opening, closing or change of details of such account.   The Participant is also required to report (i) the beginning and ending balances in such a foreign bank  account each year, and (ii) transactions related to such a foreign account during the year to the Russian  tax authorities, on or before June 1 of the following year.  The tax authorities may require supporting  





 






  405090014-v5\NA_DMS 41   documents related to transactions in such foreign bank accounts.  The Participant should consult the  Participant’s personal tax advisor to determine and ensure compliance with the Participant’s foreign  asset/account reporting obligations. The Participant is also required to report the Participant’s foreign  brokerage accounts and foreign accounts with other financial institutions (financial market organizations).  Certain specific exceptions from the reporting requirements may apply.  Anti-Corruption Legislation Information  Individuals holding public office in Russia, as well as their spouses and dependent children, may be  prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities,  whether acquired directly or indirectly, in a foreign company (including the Shares acquired under the  Plan).  The Participant should consult with the Participant’s personal legal advisor to determine whether  this restriction applies to the Participant’s circumstances.   SAUDI ARABIA  NOTIFICATIONS  Securities Law Notice  This document may not be distributed in the Kingdom except to such persons as are permitted under the  Rules of the Offers of Securities and Continuing Obligations issued by the Capital Market Authority.   The Capital Market Authority does not make any representation as to the accuracy or completeness of this  document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in  reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should  conduct their own due diligence on the accuracy of the information relating to the securities. If you do not  understand the contents of this document you should consult an authorized financial adviser.  SINGAPORE  NOTIFICATIONS  Securities Law Notice  The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption” under section  273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made to  Participant with a view to the underlying Shares being subsequently offered for sale to any other party.   The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority  of Singapore.  The Participant should note that the RSUs are subject to section 257 of the SFA and the  Participant should not make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such  subsequent sale of the Shares subject to the RSUs in Singapore, unless such sale or offer is made after six  (6) months from the Date of Grant or pursuant to the exemptions under Part XIII Division 1 Subdivision  (4) (other than section 280) of the SFA.  The Company’s Common Stock is currently traded on the New  York Stock Exchange, which is located outside of Singapore, under the ticker symbol “DHR” and the  Shares acquired under the Plan may be sold through this exchange.  Director Notification Requirement    If the Participant is a director, associate director, or shadow director of a Singapore Subsidiary of the  Company, the Participant is subject to certain notification requirements under the Singapore Companies  





 






  405090014-v5\NA_DMS 42   Act, regardless of whether the Participant is resident or employed in Singapore.  Among these  requirements is an obligation to notify the Singapore Subsidiary in writing when the Participant receives  an interest (e.g., RSUs, Shares, etc.) in the Company or any related company.  In addition, the Participant  must notify the Singapore Subsidiary when the Participant sells the Shares of the Company or any related  company (including when the Participant sells the Shares acquired under the Plan).  These notifications  must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a  previously-disclosed interest (e.g., upon vesting of the RSUs or when Shares acquired under the Plan are  subsequently sold), or (iii) becoming a director. If you are the Chief Executive Officer of the Singapore  Subsidiary of the Company, these requirements may also apply to you.   SLOVAKIA  No country-specific provisions.  SOUTH AFRICA  TERMS AND CONDITIONS  Tax Obligations  The following provision supplements Section 7(a) of the Agreement:  By accepting the RSUs, the Participant agrees to immediately notify the Employer of the amount of any  gain realized upon vesting of the RSUs.  If the Participant fails to advise the Employer of the gain realized  at vesting, the Participant may be liable for a fine.  The Participant will be responsible for paying any  difference between the actual tax liability and the amount of tax withheld by the Company or Employer.  NOTIFICATIONS  Securities Law Notice  In compliance with South African securities laws, the documents listed below are available on the  following websites:  i. a copy of the Company's most recent annual report (i.e., Form 10-K) is available at:  https://investors.danaher.com/sec-filings;   ii. a copy of the Plan is attached as an exhibit to the Company’s annual report (i.e., Form 10-K)  available at https://investors.danaher.com/sec-filings; and  iii. a copy of the Plan Prospectus is available at www.fidelity.com.  A copy of the above documents will be sent to the Participant free of charge on written request to  Danaher Corporation, 2200 Pennsylvania Avenue, N.W. Suite 800W, Washington, DC 20037, USA  Attention: Corporate Secretary.   The Participant should carefully read the materials provided before making a decision whether to  participate in the Plan.  In addition, the Participant should contact the Participant’s tax advisor for specific  information concerning the Participant’s personal tax situation with regard to Plan participation.  Exchange Control Notice    





 






  405090014-v5\NA_DMS 43   The RSUs may be subject to exchange control regulations in South Africa.  In particular, if the Participant  is a South African resident for exchange control purposes, the Participant is required to obtain approval  from the South African Reserve Bank for payments (including payments of proceeds from the sale of the  Shares) that the Participant receives into accounts based outside of South Africa (e.g., a U.S. brokerage  account).  Because exchange control regulations are subject to change, the Participant should consult with  the Participant’s personal advisor to ensure compliance with current regulations.  The Participant is  responsible for ensuring compliance with all exchange control laws in South Africa.  SPAIN  TERMS AND CONDITIONS  Nature of RSUs  The following provision supplements Section 17 of the Agreement:    In accepting the grant of the RSUs, the Participant acknowledges that the Participant consents to  participation in the Plan and has received a copy of the Plan.  The 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 its Subsidiaries throughout the world.  The  decision is a limited decision that is entered into upon the express assumption and condition that any  RSUs will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing  basis. Consequently, the Participant understands that the RSUs are granted on the assumption and  condition that such RSUs and any Shares acquired upon vesting of the RSUs shall not become a part of  any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered  a mandatory benefit, salary for any purposes (including severance compensation) or any other right  whatsoever.   Further, as a condition of the grant of the RSUs, unless otherwise expressly provided for by the Company  or set forth in the Agreement, the RSUs will be cancelled without entitlement to any Shares if the  Participant terminates employment by reason of, including, but not limited to: resignation, retirement,  disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be  without cause (i.e., subject to a “despido improcedente”), material modification of the terms of  employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’  Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985.  The  Committee, in its sole discretion, shall determine the date when the Participant’s employment has  terminated for purposes of the RSUs.  The Participant understands that the grant of the RSUs would not be granted but for the assumptions and  conditions referred to above; thus, the 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 grant  of, or right to, the RSUs shall be null and void.  NOTIFICATIONS  Securities Law Notice  No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in  the Spanish territory in connection with the RSUs.  The Plan, the Agreement (including this Addendum  A) and any other documents evidencing the grant of the RSUs have not, nor will they be, registered with  





 






  405090014-v5\NA_DMS 44   the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public  offering prospectus.  Exchange Control Notice  The Participant must declare the acquisition of the Shares to the Dirección General de Comercio e  Inversiones (the Bureau for Commerce and Investments, the “DGCI”) of the Ministry of Economy,  Industry and Competitiveness for statistical purposes.  The Participant must also declare ownership of any  Shares with the Directorate of Foreign Transactions each January while the Shares are owned.  In  addition, if the Participant wishes to import the ownership title of the Shares (i.e., share certificates) into  Spain, the Participant must declare the importation of such securities to the DGCI.  The sale of the Shares  must also be declared to the DGCI by means of a form D-6 filed in January.  The form D-6, generally,  must be filed within one (1) month after the sale if the Participant owns more than 10% of the share  capital of the Company or the Participant’s investment exceeds €1,502,530.  In addition, the Participant  may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage  accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any  transactions with non-Spanish residents, depending on the balances in such accounts together with the  value of such instruments as of December 31 of the relevant year, or the volume of transactions with non- Spanish residents during the relevant year.  Foreign Asset/Account Reporting Information   To the extent the Participant holds rights or assets (e.g., cash or the Shares held in a bank or brokerage  account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31  each year (or at any time during the year in which the Participant sells or disposes of such right or asset),  the Participant is required to report information on such rights and assets on the Participant’s tax return  for such year.  After such rights or assets are initially reported, the reporting obligation will only apply for  subsequent years if the value of any previously-reported rights or assets increases by more than €20,000  per type of right or asset as of each subsequent December 31, or if the Participant sells Shares or cancel  bank accounts that were previously reported. Failure to comply with this reporting requirement may result  in penalties to the Spanish residents.  In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign  accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired  under the Plan), and any transactions with non-Spanish residents (including any payments of Shares made  pursuant to the Plan), depending on the balances in such accounts together with the value of such  instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish  residents during the relevant year.   Spanish residents should consult with their personal tax and legal advisors to ensure compliance with  their personal reporting obligations.  SWEDEN  No country-specific provisions.  





 






  405090014-v5\NA_DMS 45   SWITZERLAND  NOTIFICATIONS  Securities Law Notice  Neither this document nor any other materials relating to the RSUs (a) constitutes a prospectus according  to articles 35 et seq. of the Swiss Federal Act on Financial Services ("FinSA"), (b) may be publicly  distributed nor otherwise made publicly available in Switzerland to any person other than an employee of  the Company or (c) has been or will be filed with, approved or supervised by any Swiss reviewing body  according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market  Supervisory Authority (FINMA).  TAIWAN  TERMS AND CONDITIONS  Data Privacy  The Participant acknowledges that the Participant has read and understands the terms regarding  collection, processing and transfer of personal data contained in Section 13 of the Agreement and agrees  that, upon request of the Company or the Employer, the Participant will provide any executed data  privacy consent form to the Employer or the Company (or any other agreements or consents that may be  required by the Employer or the Company) that the Company and/or the Employer may deem necessary  to obtain under the data privacy laws in Participant’s country, either now or in the future.  The Participant  understands the Participant will not be able to participate in the Plan if the Participant fails to execute any  such consent or agreement.  NOTIFICATIONS   Securities Law Notice  The offer of participation in the Plan is available only for employees of the Company and its Subsidiaries.  The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.   Exchange Control Notice  If the Participant is a resident of Taiwan, the Participant may acquire foreign currency, and remit the same  out of or into Taiwan, up to US$5,000,000 per year without justification.  If the transaction amount is  TWD$500,000 or more in a single transaction, the Participant 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, the Participant may be required to provide additional supporting documentation to the  satisfaction of the remitting bank.  THAILAND  NOTIFICATIONS  Exchange Control Notice  Thai residents receiving funds in connection with the Plan (e.g., dividends or sale proceeds) with a value  equal to or greater than USD 1,000,000 per transaction are required to repatriate the funds to Thailand  





 






  405090014-v5\NA_DMS 46   immediately following the receipt of the funds and to then either convert such repatriated funds into Thai  Baht or deposit the funds into a foreign currency account opened with any commercial bank in Thailand  acting as the authorized agent within 360 days of repatriation.  The Participant is also required to inform  the authorized agent of the details of the foreign currency transaction, including the Participant’s  identification information and the purpose of the transaction.   If the Participant does not comply with this obligation, the Participant may be subject to penalties  assessed by the Bank of Thailand.  Because exchange control regulations change frequently and without  notice, the Participant should consult a legal advisor before selling Shares to ensure compliance with  current regulations.  It is the Participant’s responsibility to comply with exchange control laws in  Thailand, and neither the Company nor any Parent or Subsidiary will be liable for any fines or penalties  resulting from the Participant’s failure to comply with applicable laws.  TURKEY  NOTIFICATIONS  Securities Law Notice  Under Turkish law, the Participant is not permitted to sell the Shares acquired under the Plan in Turkey.  The Shares are currently traded on the New York Stock Exchange under the ticker symbol “DHR” and  the Shares may be sold through this exchange.  Exchange Control Notice  In certain circumstances, Turkish residents are permitted to sell the Shares traded on a non-Turkish stock  exchange only through a financial intermediary licensed in Turkey.  Therefore, Turkish residents may be  required to appoint a Turkish broker to assist with the sale of the Shares acquired under the Plan.  The  Participant should consult the Participant’s personal legal advisor before selling any Shares acquired  under the Plan to confirm the applicability of this requirement.  UNITED ARAB EMIRATES  NOTIFICATIONS  Securities Law Notice  The Agreement, the Plan, and other incidental communication materials related to the RSUs are intended  for distribution only to employees of the Company and its Subsidiaries for the purposes of an incentive  scheme.  The Emirates Securities and Commodities Authority and Central Bank have no responsibility for  reviewing or verifying any documents in connection this statement.  Neither the Ministry of Economy nor  the Dubai Department of Economic Development have approved this statement nor taken steps to verify  the information set out in it, and have no responsibility for it.  The securities to which this statement  relates may be illiquid and/or subject to restrictions on their resale.  Prospective purchasers of the  securities offered should conduct their own due diligence on the securities.    If the Participant does not understand the contents of the Agreement, including this Addendum B, or the  Plan, the Participant should obtain independent professional advice.  





 






  405090014-v5\NA_DMS 47   UNITED KINGDOM  TERMS AND CONDITIONS  Tax Obligations  The following provision supplements Section 7 of the Agreement:  Without limitation to Section 7 of the Agreement, the Participant hereby agrees that the Participant is  liable for all Tax Related-Items and hereby covenants to pay all such Tax Related-Items, as and when  requested by the Company, or if different, the Employer, or by Her Majesty’s Revenue & Customs  (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also hereby agrees  to indemnify and keep indemnified the Company and, if different, the Employer, against any Tax Related- Items that they are required to pay or withhold, or have paid or will pay  to HMRC (or any other tax  authority or any other relevant authority) on the Participant’s behalf.  Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within  the meaning of Section 13(k) of the Exchange Act), the Participant may not be able to indemnify the  Company or the Employer for the amount of any income tax not collected from or paid by the Participant,  as it may be considered a loan.  In this case, the amount of any uncollected amounts may constitute a  benefit to the Participant on which additional income tax and National Insurance Contributions may be  payable.  The Participant will be responsible for reporting and paying any income tax due on this  additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the  Employer for the value of any National Insurance Contributions due on this additional benefit, which the  Company or the Employer may recover by any of the means referred to in Section 7 of the Agreement.  **************************  





 






  405090014-v5\NA_DMS 48   ADDENDUM B  OFFER OF RESTRICTED STOCK UNITS AND STOCK OPTIONS  TO AUSTRALIAN RESIDENT EMPLOYEES    AUSTRALIA OFFER DOCUMENT    DANAHER CORPORATION  2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED       Investment in shares involves a degree of risk.  Employees who receive awards pursuant to the Plan  (“Australian Participants”) should monitor their participation and consider all risk factors relevant  to the acquisition of shares and rights to receive shares under the Plan (as defined herein) as set out  in this Offer Document and the Additional Documents (as defined herein).    The information or advice contained in this Offer Document and the Additional Documents is  general information only.  It is not advice or information specific to the particular objectives,  financial situation or needs of any individual employee.    Before deciding to participate in the Plan, Australian Participants should consider obtaining their  own financial product advice from an independent person who is licensed by the Australian  Securities and Investments Commission to give advice regarding their participation in the Plan.      





 






       OFFER OF RESTRICTED STOCK UNITS AND STOCK OPTIONS   TO AUSTRALIAN RESIDENT PARTICIPANTS    DANAHER CORPORATION   2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED    Danaher Corporation (the “Company”) is pleased to provide you with this offer to participate in the Danaher  Corporation 2007 Omnibus Incentive Plan, as Amended and Restated (the “Plan”).  This offer sets out  information regarding the grant of Restricted Stock Units (the “Stock Units”) and/or Stock Options  (“Options”) to Australian resident Employees of the Company and its Subsidiaries.  The Plan and this  Offer Document are intended to comply with the provisions of the Corporations Act 2001 (the  “Corporations Act”), Australia Securities and Investments Commission (“ASIC”) Regulatory Guide 49  and ASIC Class Order CO 14/1000.    Any capitalized term used in this Offer Document shall have the meaning ascribed to such term in the  Plan.    1. OFFER OF STOCK UNITS AND OPTIONS  This is an Offer made by the Company under the Plan to certain eligible employees of the Company or its  Australian Subsidiary(ies) of Stock Units and/or Options, as may be granted from time to time in  accordance with the Plan.  2. TERMS OF GRANT  The terms of the grant of Stock Units and/or Options incorporate the Plan, this Offer Document and the  Stock Unit and/or Option Agreement to which this Offer Document is attached (each the “Agreement”).   By accepting a grant of Stock Units and Options, you will be bound by the terms of the Plan and the  Agreement.  3. ADDITIONAL DOCUMENTS  In addition to the information set out in the Agreement, you are also being provided with copies of the  following documents:     • the Plan;   • U.S. prospectus for the Plan;   • The Company's Annual Report on Form 10-K; and  • The Company's Proxy Statement for the Annual Meeting of Shareholders    (collectively, the “Additional Documents”).    The Additional Documents provide further information to help you make an informed investment  decision about participating in the Plan.  Neither the Plan nor the U.S. prospectus for the Plan is a  prospectus for the purposes of the Corporations Act and has not been modified to reflect the rules specific  to offers in Australia. To the extent of any inconsistency between this Offer Document and the U.S.  prospectus of the Plan, the terms of this Offer Document will prevail for Australian Participants.    4. RELIANCE ON STATEMENTS  You should not rely upon any oral statements made in relation to this offer.  You should rely only upon  the statements contained in the Agreement, this Offer Document and the Additional Documents when  considering participation in the Plan.    





 






        2  5. ELIGIBILITY  You are eligible to participate under the Plan if you are an Employee, Consultant, or non-employee  Director of the Company or any Subsidiary, and meet the eligibility requirements established under the  Plan.    6. WHAT ARE THE MATERIAL TERMS OF THE STOCK UNITS?    (a) What are Stock Units?  Stock Units represent the right to receive shares of the Company’s common stock (“Shares”) upon  fulfilment of the vesting conditions set out in the Agreement.  The Stock Units are considered “restricted”  because they will be subject to forfeiture and restrictions on transfer until they vest.  When the Stock  Units vest (i.e., when the restrictions on the Stock Units lapse), Shares will be issued to you.    (b) Do I have to pay any money to receive the award of Stock Units?  You pay no monetary consideration to receive the Stock Units, nor do you pay anything to receive the  Shares upon vesting (with the exception of any taxes that may be due by you, as described below).    (c)  How many Shares will I receive upon vesting of my Restricted Stock Units?  The details of your Stock Units and the Shares subject to the award are set out in the Agreement entered  into between you and the Company.  (d) When do I become a stockholder?  You are not a stockholder merely as a result of holding Stock Units.  The Stock Units will not entitle you  to any shareholder rights, including the right to vote or receive dividends, notices of meeting, proxy  statements and other materials provided to stockholders until the restrictions lapse, the Stock Units vest  and the Shares are issued to you.  You are not recorded as the owner of the Shares prior to vesting.  You  should refer to the Agreement and the Plan for details of the consequences of a change in the nature of  your employment.  (e) Can I transfer the Stock Units to someone else?  No. The Stock Units are non-transferable until they vest; however, once Shares are issued upon vesting,  the Shares will be freely tradeable (subject to Company policies and applicable laws regarding insider  trading).      7. WHAT ARE THE MATERIAL TERMS OF OPTIONS?  (a) What are Options?  An award of Options granted under the Plan represents the right, but not the obligation, to purchase a  specified number of Shares of the Company at a specified exercise price upon fulfilment of the vesting  conditions set out in the Agreement.     (b) Do I have to pay any money to receive the award of Options?  You pay no monetary consideration to receive the award of Options.  However, you must pay an exercise  price and applicable taxes, as discussed below, to exercise an Option.  The exercise price is determined by  





 






        3  the Company at the time of grant and will be no less than 100% of the fair market value of a Share on the  grant date of the Option.  The exercise price is denominated in U.S. dollars (“USD”) and must be paid in USD.  The Australian  dollar (“AUD”) amount required to exercise your Options and acquire Shares will be that amount which,  when converted into USD on the date of exercise, equals the exercise price.  The AUD of the exercise  price will change with the fluctuations in the USD/AUD exchange rate.     (c)  How many Shares will I receive upon exercise of my Options?  The details of your Options, the Shares subject to the award and the exercise price are set out in the  Agreement entered into between you and the Company.  (d) When do I become a stockholder?  You are not a stockholder merely as a result of holding Options, and the Options will not entitle you to  vote or receive dividends, notices of meetings, proxy statements and other materials provided to  stockholders until you acquire Shares upon exercise of the Options.  In this regard, you are not recorded  as the owner of the Shares prior to the exercise of Options.  You should refer to the Agreement for details  of the consequences of a change in the nature of your employment.  (e) Can I transfer the Options to someone else?  No. The Options are non-transferable until they vest; however, once Shares are issued upon vesting, the  Shares will be freely tradeable (subject to Company policies and applicable laws regarding insider  trading).    8. WHO ADMINISTERS THE PLAN?  The Plan is administered by the Compensation Committee of the Board (the “Administrator”).  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.  9. WHAT IS A SHARE OF COMMON STOCK IN THE COMPANY?  Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation.  Each  holder of the Company’s common stock is entitled to a one vote for every share held in the Company.    Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at  the discretion of the Board.     The Shares are traded on the New York Stock Exchange in the United States of America under the  symbol “DHR”.    The Shares are not liable to any further calls for payment of capital or for other assessment by the  Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption  provisions.    





 






        4  10. HOW CAN I ASCERTAIN THE CURRENT MARKET VALUE OF THE SHARES IN  AUSTRALIAN DOLLARS  You may ascertain the current market price of the Shares as traded on the New York Stock Exchange at  http://www.nyse.com under the symbol “DHR.”  The Australian dollar equivalent of that price can be  obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.  This will not be a prediction of what the market price per share will be when the Stock Units and  Options vest, Options are exercised, Shares are issued, or of the applicable exchange rate on the actual  vesting date, exercise date, or date the Shares are issued.  11. WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS’  PARTICIPATION IN THE PLAN?  You should have regard to risk factors relevant to investment in securities generally and, in particular, to  the holding of Shares.  For example, the price at which Shares are quoted on the New York Stock  Exchange may increase or decrease due to a number of factors.  There is no guarantee that the price of the  shares will increase.  Factors which may affect the price of Shares include fluctuations in the domestic  and international market for listed stocks, general economic conditions, including interest rates, inflation  rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies; legislation  or regulation, the nature of the markets in which the Company operates and general operational and  business risks.  In addition, you should be aware that the Australian dollar value of any Shares acquired at vesting or  exercise will be affected by the U.S. dollar/Australian dollar exchange rate.  Participation in the Plan  involves certain risks related to fluctuations in this rate of exchange.  More information about potential factors that could affect the Company’s business and financial results  are included in the Company’s periodic reports that are submitted to the U.S. Securities and Exchange  Commission. Copies of these reports are available at http://www.sec.gov/ and on the Company's investor  relations website at http://investors.danaher.com/.  12. WHAT ARE AUSTRALIAN TAXATION CONSEQUENCES OF PARTICIPATION IN  THE PLAN?  This summary outlines the general tax treatment in Australia for Stock Units and Options that may be  granted to you by the Company under the Plan.  This summary reflects the law in force in Australia as of  1 November 2021.  The information in this summary relates to the tax treatment of shares or rights to  acquire shares provided under an employee share scheme granted on or after 1 July 2015. Please note that  tax laws are complex and change frequently.  As a result, the information contained in this summary may  be out of date by the time you vest in the Stock Units, exercise Options, receive Shares, or sell Shares you  acquire upon vesting of Stock Units and/or exercise of Options.   The following information is a summary of the Australian tax consequences of participating in the Plan  for an employee who is an Australian resident for tax purposes and employed in Australia at all material  times.  This summary does not deal with your taxation treatment if you are not an Australian resident or  are a ‘temporary resident’ of Australia for tax purposes, or if you cease to be Australian resident before  the Stock Unit vests or the Options are exercised.  Special Australian tax rules will apply to those  employees, and you should seek specific professional advice based on your own circumstances.  In addition, the information in this document is general in nature.  It deals with the general employee  position, and does not specifically deal with special circumstances (e.g., if you are eligible for or close to  





 






        5  being eligible for retirement on the date of grant of the award).  This summary is not intended to serve as  tax or investment advice and does not discuss all of the various laws, rules and regulations that may  apply.  It may not apply to your particular tax or financial situation.  The Company does not give personal  tax or financial advice, nor can the Company assure the accuracy of the information contained herein.   Therefore, the information contained herein should not be relied upon by you and is not intended to take  the place of consulting with your personal tax advisor.   (a) What is the effect of the Award of the Stock Units and/or Options?   The Australian tax legislation contains specific rules, in Division 83A of the Income Tax Assessment Act  1997, governing the taxation of shares and rights acquired by employees under employee share schemes  (called “ESS interests”).  The Stock Units and Options granted under the Plan should be regarded as a  right to acquire shares and accordingly, an ESS interest for these purposes.    Your assessable income includes any discount in relation to the acquisition of an ESS interest at grant,  unless the ESS interest is subject to a real risk of forfeiture or there is a statement in the Additional  Documents that tax deferral is to apply, in which case you will be subject to deferred taxation.  In the case of the Stock Units or Options, the real risk of forfeiture test requires that:  (i) there must be a real risk that, under the conditions of the Plan, you will forfeit the Stock  Units or Options or lose them (other than by disposing of them or in connection with the  vesting of the Stock Units or Options); or  (ii) there must be a real risk that if your Stock Units or Options vest, under the conditions of  the Plan, you will forfeit the resulting Shares or lose them other than by disposing of  them.  The terms of your Stock Units or Options are set out in the Additional Documents.  It is understood that  your Stock Units or Options will generally satisfy the real risk of forfeiture test and that you will be  subject to deferred taxation (i.e., you generally should not be subject to tax when the Stock Units or  Options are granted to you).  In addition, the Stock Units and Options are non-transferrable and the  relevant Agreement contains a statement that Subdivision 83A-C of the Income Tax Assessment Act 1997  applies to the Plan, which means that tax deferral is to apply.  Accordingly, you should not be subject to  tax when the Stock Units or Options are granted to you).  (b) When will the taxable income from the Stock Units or Options under the Plan be  recognized?   You will be required to include an amount in your assessable income for the income year (i.e., the  financial year ending 30 June) in which the earliest of the following events occurs in relation to the Stock  Units or Options (the “ESS deferred taxing point”).  In addition to income taxes, this amount may also be  subject to Medicare Levy and, if applicable, Medicare Levy surcharge.  Your ESS deferred taxing point will be the earliest of the following:  (i) when there are both no longer any genuine restrictions on the disposal of the Stock Units  and/or Options and there is no real risk of you forfeiting the Stock Units and/or Options;  (ii) when there is no real risk of you forfeiting the Shares acquired at vesting or exercise (as  applicable) and there is no genuine restriction on the disposal of the underlying Shares (if  such restrictions exist, the taxing point is delayed until they lift); and  





 






        6  (iii) cessation of employment (to the extent you retain the Stock Units and/or Options), but  see Section 12(e)); and   (iv) 15 years from the date the Options and/or Stock Units were granted.  Generally, assuming you remain in employment, this means that you will be subject to tax when your  Stock Units are settled in Shares or you exercise your Options or at the first time after vesting/exercise  that any genuine restrictions on disposal of the resulting Shares cease to apply.   Further, the ESS deferred taxing point for your Stock Units and/or Options will be moved to the time you  sell the underlying Shares if you sell such Shares within 30 days of the original ESS deferred taxing point  (i.e., typically within 30 days of vesting or exercise (as applicable)).  If you sell the underlying Shares  within 30 days of the original ESS deferred taxing point, you must report the income in the income year  in which the sale occurs and not in the income year when the original ESS deferred taxing point occurs, if  different.    (c) What is the amount to be included in your assessable income if an ESS deferred taxing  point occurs?  The amount you must include in your assessable income in the income year in which the ESS deferred  taxing point occurs in relation to your Stock Units and/or Options will be the difference between the  “market value” of the underlying Shares at the ESS deferred taxing point and the cost basis of the Stock  Units (which should be nil because you do not have to pay anything to acquire the Stock Units or the  underlying Shares) and/or Options (which should include the exercise price).   If, however, you sell the underlying Shares in an arm’s-length transaction (as generally will be the case  provided the Shares are sold through the New York Stock Exchange) within 30 days of the ESS deferred  taxing point (i.e., typically when the Stock Units vest and/or the Options are exercised), the amount to be  included in your assessable income in the income year in which the sale occurs will be equal to the  difference between the sale proceeds and the cost basis of the Stock Units (which should include any  incidental costs of sale, e.g., brokerage costs) and/or Options (which should include the exercise price and  any incidental costs of sale, e.g., brokerage costs).  (d) What is the market value of the underlying Shares?  The “market value” of the underlying Shares at the ESS deferred taxing point is determined according to  the ordinary meaning of “market value,” expressed in Australian currency.  The Company will determine  the market value in accordance with the applicable guidelines prepared by the Australian Tax Office.   Since the Shares are publicly traded on the New York Stock Exchange, the “market value” generally will  be based on the closing trading price of the Shares on the New York Stock Exchange on the applicable  date.  The Company has the obligation to provide you with certain information about your participation in the  Plan at certain times, including after the end of the income year in which the ESS deferred taxing point  occurs.  This may assist you in determining the market value of the underlying Shares.  However, this  estimate may not be correct if you sell the Shares within 30 days of the vesting and/or exercise date, in  which case it is your responsibility to report and pay the appropriate amount of tax based on the sale  proceeds.   (e) What happens if I cease employment before my Options and/or Stock Units vest?   





 






        7  If, before vesting, you cease to be employed by the Company and its Subsidiaries and the Stock Units or  Options lapses (i.e., the award is forfeited), you will not be liable to pay any tax on the Stock Units or  Options.  If you cease employment prior to vesting and retain the Stock Units, or if you cease employment  prior to exercise and retain your Options, those Stock Units or Options generally will be subject to tax on  the date you cease employment.  (f) When do I recognize taxable income from dividends?    You will be subject to income tax on any dividends you receive on the Shares you acquire under the Plan.   You will be personally responsible for directly paying and reporting any tax liabilities attributable to  dividends to the local tax authorities.  Dividends paid will be subject to U.S. income tax withholding at source.  You may be able to claim a  reduced rate of U.S. federal income tax withholding on such dividends as a resident of a country with  which the U.S. has an income tax treaty. You must have a properly completed U.S. Internal Revenue  Service Form W-8BEN on file in order to claim the treaty benefit.  You also may be entitled to a tax  offset in Australia for the U.S. federal income tax withheld.  (g) On the date of sale of Shares acquired under the Plan, am I required to recognize a taxable  gain or loss upon sale of the Shares?  If so,   •  How is the gain/loss calculated?  •  What is the character of the gain?  •  Is the gain subject to taxation at the same rates as ordinary income or at a preferential  rate?  Shares sold within 30 days of the Original ESS Deferred Taxing Point: If the Shares are sold within 30  days of the date of the original ESS deferred taxing point (e.g., cessation of employment, vesting or  exercise, as the case may be), any gain realized is subject to income tax on the sales proceeds of the  Shares sold less the cost base of the Shares (which should include any incremental costs you incur in  connection with the sale (e.g., brokers’ fees, and should include the exercise price for Options)) and  therefore no capital gains tax is due.     Shares held more than 30 days after the ESS Deferred Taxing Point: If the Shares are sold more than 30  days after the ESS deferred taxing point (e.g., cessation of employment, vesting or exercise, as the case  may be), an additional tax liability may arise on the subsequent disposal of Shares acquired from the  Stock Units or Options to the extent such Shares are sold at a gain.  Any capital gain is calculated as the  sales proceeds (assuming the sale of the Shares occurs in an arm’s length transaction, as generally will be  the case provided the Shares are sold through the New York Stock Exchange) less the cost base (which  should include the market value of the Shares at the ESS deferred taxing point plus any incremental costs  you incur in connection with the sale (e.g., brokers’ fees)).  The amount of any capital gain you realize must be included in your assessable income for the year in  which the Shares are sold.  However, if you hold the Shares for at least one (1) year prior to selling  (excluding the dates you acquired and sold the Shares), you may be able to apply a discount to the amount  of capital gain that you are required to include in your assessable income.  If this discount is available,  you may calculate the amount of capital gain to be included in your assessable income by first subtracting  all available capital losses from your capital gains and then multiplying each capital gain by the discount  percentage of 50%.  





 






        8  Tax on the capital gain will be payable at progressive income tax rates, plus the Medicare Levy and, if  applicable, surcharge.  If the sale proceeds (where the disposal is an arm’s length transaction) of the Shares at the time of  disposal is less than the cost base of the Shares, then a capital loss equal to the difference will be available  to offset same-year or future-year capital gains.  That is, a capital loss cannot be used to offset other  income (including salary and wage income).   (h) Withholding and Reporting  You are responsible for reporting on your tax return and paying any tax liability in connection with your  participation in the Plan.  Your employer will be required to withhold tax due on the Stock Units and/or  Options only if you have not provided your Tax File Number or Australian Business Number (as  applicable) to your employer.      However, the Company or your employer must provide you (no later than 14 July after the end of the  year) and the Commissioner of Taxation (no later than 14 August after the end of the year) with a  statement containing certain information about your participation in the Plan in the income year when the  ESS deferred taxing point occurs (typically, in the year of vesting or exercise (as applicable)), including  an estimate of the market value of the underlying Shares at the taxing point.    Please note, however, that, if you sell the Shares within 30 days of the original ESS deferred taxing point,  your taxing point will be moved to the date of disposal and, if your employer is not aware of the sale, the  amount reported by your employer may differ from your actual taxable amount (which would be based on  the value of the Shares when sold, rather than at the ESS deferred taxing point).  You will be responsible  for determining this amount and calculating your tax accordingly.  It is your responsibility to report and pay any tax liability on any dividends received.  Tax will not be  withheld by either the Company or your employer.    13. U.S. TAXATION CONSEQUENCES OF PARTICIPATION IN THE PLAN  Employees (who are not U.S. citizens or permanent residents) will not be subject to U.S. tax by reason  only of the grant of Stock Units and/or Options, the acquisition of Shares at vesting or exercise (as  applicable) or the sale of Shares.  However, liability for U.S. taxes may accrue if an employee is  otherwise subject to U.S. taxes.  The above is an indication only of the likely U.S. taxation consequences for Australian employees  awarded Stock Units or Options under the Plan.  You should seek your own advice as to the U.S. taxation  consequences of your Plan participation.  14. RESTRICTION ON CAPITAL RAISING 5% LIMIT  In addition to any other limitations as identified in this Offer Document, the Plan or as prescribed by the  Committee from time to time under the terms of the Plan, there is an overall restriction on the number of  Shares that can be issued to Australian employees pursuant to ASIC Class Order 14/1000.  *          *          *          *          *  You are urged to carefully review the information contained in this Offer Document and the Additional  Documents. If you have any questions, please contact your HR Department.  





 






        9    DANAHER CORPORATION   





 






        10  ADDENDUM C  EMPLOYER INFORMATION STATEMENT – DENMARK  RESTRICTED STOCK UNIT GRANT    EMPLOYER STATEMENT  Danaher Corporation (hereinafter the "Company") must in accordance with the Danish Act on the use of  purchase rights or subscription rights to shares etc. in employment relationships (hereinafter the ”Act”),  provide you with the following information regarding the grant of stock options and/or restricted stock  units (hereinafter the “Grant”) which you have received under the Danaher Corporation Incentive  Program. .  This statement contains only the information set out in section 3(1) of the Act. The terms of the Grant are  described in detail in the Danaher Corporation 2007 Omnibus Incentive Plan (the “Plan”) and in  applicable award agreement relating to your award (hereinafter the “Agreement”)   1. Date of the grant  The grant date of your award is set forth in the Agreement of which this statement forms a part.  2. Terms of the grant  The Grant is determined solely at the discretion of the Board (or the relevant board Committee). In its  assessment, the Board (or the relevant board committee) has considered several factors, including your  personal performance. Regardless of your personal performance and the Company's future prospects, the  Company may decide unilaterally and in its sole discretion, not to grant options and/or restricted stock  units to you in the future. Pursuant to the terms of the Plan and the Agreement, you are not entitled and  have no claim to receive future options and/or restricted stock units as a consequence of the Grant.  3. Exercise date  Options and restricted stock units granted under the Plan are governed by the terms and conditions set  forth in the Plan and the applicable Agreement.  4. Exercise price  With respect to any award of stock options, during the exercise period, the options may be exercised to  purchase shares in the Company at the exercise price specified in the applicable Agreement.   With respect to any award of restricted stock units, you do not have to pay any exercise fee when the  restricted stock units have vested, and the shares are issued/transferred to you.  5. Your rights upon termination of employment  Your rights upon termination of employment are set out in the Plan and the Agreement, which contain the  terms for your options and RSUs in connection with disability, death, retirement, termination for gross  misconduct and other terminations .  





 






        11  6. Financial aspects of participation in the Program  The Grant may have no immediate fiscal impact for you. The value of the rights which you have been  granted under the Agreement, including the value of any shares that you purchase through exercising  stock options and any shares issued pursuant to  restricted stock units, are not taken into account when  calculating holiday allowance, holiday supplement or other supplements or compensations stipulated by  law, which are calculated in full or in part on the basis of the salary.  Shares are financial instruments and investing in shares always involves a financial risk. The possibility  of making a profit at the time you sell your shares depends on the Company's financial performance and  its future prospects, as well as other factors such as the general economic situation and the situation in the  financial markets. The value of any of the Company's ordinary shares that you purchase by exercising the  share option, or receive as a result of restrictive stock units, can go both up and down. Previously  achieved results of the Company’s ordinary shares do not necessarily reflect how they will perform in the  future. There are no guarantees that a share which you purchase by exercising the share option, or the  granted restrictive stock units, will increase in value or retain the value that it had when it was  purchased/granted.  You are ultimately responsible for compliance with the obligations in regard to income tax, social  insurances, or other tax withholdings (hereinafter “Tax-related matters”) in connection with the Grant or  the exercise thereof. By accepting the Grant, you simultaneously give permission for the Company and its  subsidiaries to withhold all applicable Tax-related matters that you are legally obligated to pay of your  salary or other compensation paid to you by the Company or its subsidiaries, or by proceeds from the sale  of shares.    





 






        12  ARBEJDSGIVERERKLÆRING  Danaher Corporation (herefter ”Selskabet”) skal, i overensstemmelse med den danske Lov om brug af  køberet eller tegningsret til aktier m.v. i ansættelsesforhold (herefter ”Loven”), tilvejebringe Dem  følgende oplysninger angående tildeling af aktieoptioner og/eller betingede aktieenheder (herefter  “Tildelingen”), som De har modtaget i henhold til Danaher Corporations incitamentsprogram.   Denne erklæring indeholder kun de oplysninger, der står i paragraf 3, stk. 1, i Loven. Vilkårene for  Tildelingen er beskrevet detaljeret i Danaher Corporation 2007 Omnibus Incentive Plan (herefter  ”Programmet”) og i den relevant aftale om tildeling (herefter ”Aftalen”).  1. Tildelingstidspunkt  Tildelingsdatoen for Deres tildeling er fastsat i Aftalen, som denne erklæring udgør en del af.  2. Vilkår for tildelinger  Tildelingen er vedtaget alene efter Bestyrelsens skøn (eller den relevante bestyrelseskomités). Bestyrelsen  (eller den relevante bestyrelseskomité) har i sin bedømmelse overvejet en række faktorer, herunder Deres  personlige præstationer. Uagtet Deres personlige præstation og Selskabets fremtidsudsigter kan Selskabet  beslutte, alene og efter eget skøn, ikke at tildele aktieoptioner og/eller betingede aktieenheder til Dem i  fremtiden. I henhold til betingelserne i Programmet og Aftalen har De hverken ret til eller krav på at  modtage fremtidige aktieoptioner og/eller betingede aktieenheder i medfør af Tildelingen.  3. Udnyttelsesdato  Optioner og betingede aktieenheder, der er tildelt i henhold til Programmet, er reguleret af de betingelser,  der er angivet i Programmet og i Aftalen.  4. Udnyttelsespris  Med hensyn til tildeling af aktieoptioner, kan optionerne i udnyttelsesperioden udnyttes for at købe aktier  i Selskabet til den udnyttelsespris, der er angivet i Aftalen.  Med hensyn til tildeling af betingede aktieenheder skal De ikke betale noget udnyttelsesvederlag, når de  betingede aktieenheder vester (modnes) og aktier udstedes/overdrages til Dem.  5. Deres rettigheder ved ansættelsens ophør  Deres rettigheder ved ansættelsens ophør er beskrevet i Programmet og Aftalen, som indeholder vilkår  om Deres aktieoptioner og aktieenheder i tilfælde af uarbejdsdygtighed, dødsfald, pensionering, grov  misligholdelse samt anden ophør af ansættelsen.  6. Økonomiske aspekter ved deltagelse i Programmet  Tildelingen har næppe umiddelbar økonomisk betydning for Dem. Værdien af de rettigheder, som De har  under Aftalen, herunder værdien af aktier, som De køber gennem udnyttelse af aktieoptioner, samt aktier  udstedt i henhold til betingede aktieenheder, tages der ikke hensyn til, når der skal beregnes  feriegodtgørelse, ferietillæg eller andre tillæg eller kompensationer fastsat ved lov, som helt eller delvist  udmåles på baggrund af lønnen.  





 






        13  Aktier er finansielle instrumenter, og en investering i aktier indebærer altid en økonomisk risiko.  Muligheden for fortjeneste på det tidspunkt, De sælger Deres aktier, afhænger af Selskabets økonomiske  præstation og dets fremtidsudsigter samt andre faktorer som f.eks. den generelle økonomiske situation og  situationen i de finansielle markeder. Værdien af hvilke som helst af Selskabets ordinære aktier, som De  køber ved at udnytte aktieoptionen, eller får som følge af  betingede aktieenheder, kan gå både op og ned.  Selskabets ordinære aktiers tidligere opnåede resultater siger ikke nødvendigvis noget om, hvordan de  klarer sig fremover. Der udstedes ikke nogen garantier om, at en aktie, De køber ved at udnytte  aktieoptionen, eller de tildelte betingede aktieenheder, stiger i værdi eller bevarer den værdi, som den  havde, da den blev købt/tildelt.  De er i sidste instans ansvarlig for overholdelse af forpligtelsen mht. indkomstskat, sociale forsikringer  eller andre skattemæssige tilbageholdelser (herefter “Skatterelaterede forhold”) i forbindelse med  Tildelingen eller udnyttelsen heraf. Ved accept af Tildelingen giver De tilladelse til, at Selskabet og dets  datterselskaber tilbageholder alle gældende Skatterelaterede forhold, som De er juridisk forpligtiget til at  betale ud af Deres løn eller af anden kompensation, som er udbetalt til Dem af Selskabet eller dets  datterselskaber, eller af provenu fra aktiesalget.  





 






        14  ADDENDUM D  PERSONAL DATA (PRIVACY) ORDINANCE  PERSONAL INFORMATION COLLECTION STATEMENT – HONG KONG  As part of its responsibilities in relation to the collection, holding, processing or use of the personal data of  employees under the Personal Data (Privacy) Ordinance, the Danaher Corporation and its subsidiaries (the  “Company”) and the Participant’s Hong Kong employer, as applicable, (the “Hong Kong Employer”) hereby  is providing the Participant with the following information.  Purpose  From time to time, it is necessary for the Participant to provide the Company and the Hong Kong Employer  with the Participant's Personal Information for purposes related to the Participant’s employment and the grant  of equity compensation awards by the Company to the Participant under the Plan, as amended and  restated and any other equity compensation plan that may be established by the Company (collectively,  the “Plan”), as well as managing the Participant’s ongoing participation in the Plan and for other purposes  directly relating thereunder.  Transfer of Personal Data  Personal data will be kept confidential but, subject to the provisions of any applicable law, may be:     made available to appropriate persons at the Company around the world (and the Participant hereby  consents to the transfer of the Participant’s data outside of Hong Kong);     supplied to any agent, contractor or third party who provides administrative or other services to the  Company and/or the Hong Kong Employer or elsewhere and who has a duty of confidentiality  (examples of such persons include, but are not limited to, any third party brokers or  administrators engaged by the Company in relation to the Plan, external auditors, trustees,  insurance companies, actuaries and any consultants/agents appointed by the Company and/or the  Hong Kong Employer to plan, provide and/or administer employee benefits and awards granted  under the Plan);     disclosed to any government departments or other appropriate governmental or regulatory authorities  in Hong Kong or elsewhere such as the Inland Revenue Department and the Labour Department;     made available to any actual or proposed purchaser of all or part of the business of the Company  or the Hong Kong Employer, in the case of any merger, acquisition or other public offering, the  purchaser or subscriber for shares in the Company or the Hong Kong Employer; and     made available to third parties in the form of marketing materials and/or directories identifying  the names, office telephone numbers, email addresses and/or other contact information for key  officers, senior employees and their secretaries, assistants and support staff of the Company or the  Hong Kong Employer for promotional and administrative purposes.  Transfer of the Participant's Personal Information in connection with the Plan will only be made for one or  more of the purposes specified above.  Access and Correction of Personal Data  





 






        15  Under the Personal Data (Privacy) Ordinance, the Participant has the right to ascertain whether the Hong  Kong Employer holds the Participant's Personal Information, to obtain a copy of the data, and to correct any  data that is inaccurate.  The Participant may also request the Hong Kong Employer to inform the Participant  of the type of personal data that it holds.  Requests for access and correction or for information regarding policies and practices and kinds of data in  connection with the Plan should be addressed in writing to:  Danaher’s Corporate Compensation department at the headquarters address of Danaher  Corporation set forth above  A small fee may be charged to offset our administrative costs in complying with the Participant’s access  requests.  Nothing in this statement shall limit the rights of the Participant under the Personal Data (Privacy)  Ordinance.  The Participant’s signature set forth on the signature page of this Agreement represents the Participant’s  acknowledgement of the terms contained herein.  *          *          *          *          *