2007 Stock Incentive Plan RSU Agreement for U.S. Employees



 Exhibit 10.6 
 DANAHER CORPORATION 
 2007 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AGREEMENT 
 (US Employees) 
 Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan
(the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”). 
  

	I.	NOTICE OF GRANT 

 Name: 
 Address: 
 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: 
  

			
	Grant Number	 	  
		
	Date of Grant	 	  
		
	Number of Restricted Stock Units	 	  
		
	Expiration Date	 	  
		
	Vesting Schedule	 	
		
	Time-Based Vesting Criteria	 	  
		
	and/or	 	
		
	[Performance Objective]	 	  

  

	II.	AGREEMENT 

 1. Grant of RSUs. The
Company hereby grants to the Participant named in the Notice of Grant (the “Participant”), an Award of Restricted Stock Units (“RSUs”) subject to all of the terms and conditions in this Agreement and the Plan, which is
incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail. 









 2. Vesting. 
 (a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, RSUs awarded to a Participant shall
not vest until the Participant (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such RSUs and (ii) continues to be actively employed with the Company or an Eligible
Subsidiary for the periods required to satisfy the time-based vesting criteria (“Time-Based Vesting Criteria”) applicable to such RSUs. The Performance Objective and Time-Based Vesting Criteria applicable to RSUs are collectively referred
to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are satisfied is referred to as the “Vesting Date.” The Vesting Conditions for an RSU received by a Participant shall be established by the
Compensation Committee (the “Committee”) (or by one or more members of Company management, if such power has been delegated in accordance with the Plan and applicable law) and reflected in the account maintained for the Participant by an
external third party administrator of the RSU awards. Further, during any approved leave of absence, the Committee shall have discretion to provide that the vesting of the RSUs shall be frozen as of the first day of the leave and shall not resume
until and unless the Participant returns to active employment prior to the Expiration Date of the RSUs. 
 (b) Performance
Objective. The Committee shall determine whether the Performance Objective applicable to an RSU has been met, and such determination shall be final and conclusive. Until the Committee has made such a determination, the Performance Objective may
not be considered to have been satisfied. Notwithstanding any determination by the Committee that the Performance Objective has been attained with respect to particular RSUs, such RSUs shall not be considered to have vested unless and until the
Participant has satisfied the Time-Based Vesting Criteria applicable to such RSUs. 
 (c) Age 65. Notwithstanding the
foregoing, the Time-Based Vesting Criteria applicable to all RSUs held by a Participant shall be deemed 100% satisfied upon the Participant’s attainment of age 65; provided that such RSUs shall remain subject to any applicable Performance
Objective that remains unsatisfied as of such date. 
 (d) Fractional RSU Vesting. In the event the Participant is
vested in a fractional portion of an RSU (a “Fractional Portion”), such Fractional Portion will not be converted into a share of Common Stock (“Share”) or issued to the Participant. Instead, the Fractional Portion will
remain unconverted until the final Vesting Date for the RSUs; provided, however, if the Participant vests in a subsequent Fractional Portion prior to the final Vesting Date for the RSUs and such Fractional Portion taken together
with a previous Fractional Portion accrued by the Participant under this Award would equal or exceed a whole Share, then such Fractional Portions will be converted into one Share; provided, further, that following such conversion,
any remaining Fractional Portion will remain unconverted. Upon the final Vesting Date, the Company will not issue fractional Shares of Common Stock, but the Committee may, in its discretion, direct the Company to make a cash payment in lieu of
fractional Shares. 
 3. Form and Timing of Payment. Each RSU represents the right to receive one Share of Common Stock of the Company
on the date it vests. Unless and until the RSUs have vested in the manner set forth in Sections 2 and 4, Participant shall have no right to payment of any such 

  

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RSUs. Prior to actual payment of any vested 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, any RSUs that vest in accordance with Sections 2 and 4 will be paid to the Participant in whole Shares, on, or as soon as practicable after, the Vesting Date, but in
any event, within the period ending on the later to occur of the date that is 2  1/2 months from the end of
(i) the Participant’s tax year that includes the applicable Vesting Date, or (ii) the Company’s tax year that includes the applicable Vesting Date (which payment is intended to comply with the “short-term deferral”
exemption from the application of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”)). 
 4. Termination of Employment. 
 (a) General. In the event the
Participant’s active employment with the Company or an Eligible Subsidiary terminates for any reason (other than death or Retirement), all unvested RSUs shall be automatically forfeited by the Participant as of the date of termination.

 (b) Death. Upon Participant’s death, a pro rata amount of the outstanding RSUs scheduled to vest on a
particular Vesting Date shall become vested 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 applicable Vesting Date. 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. 
 (c) Normal Retirement. In the event the Participant voluntarily terminates his or her employment with the Company or an Eligible Subsidiary at or after reaching age 65, and as of the date of the
Participant’s Normal Retirement the Participant holds RSUs that remain subject to any Performance Objective, the RSUs shall remain outstanding for up to the fifth anniversary of such date (or if earlier, up to the Expiration Date (if any) of
the RSUs) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the RSUs shall become fully vested). 
 (d) Early Retirement. In the event the Participant voluntarily terminates his or her employment with the Company or an Eligible
Subsidiary prior to age 65 and the Committee determines that the cessation of Participant’s employment constitutes Early Retirement, (i) the Time-Based Vesting Criteria applicable to any portion of any RSUs scheduled to vest during
the five (5) year period following the date of the Participant’s Retirement shall be deemed 100% satisfied; (ii) any portion of such RSUs subject to Time-Based Vesting Criteria not scheduled to vest until after the fifth anniversary
of the Participant’s Retirement shall be immediately forfeited without consideration; and (iii) if the Participant holds RSUs described in (i) above that remain subject to any Performance Objective, the RSUs shall remain outstanding
for up to the fifth anniversary of such date (or if earlier, up to the Expiration Date (if any) of the RSUs) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within
such period, the RSUs shall become fully vested). 
  

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 (e) Gross Misconduct. If the Participant’s employment with the Company or an
Eligible Subsidiary is terminated for Gross Misconduct, the Participant’s unvested RSUs shall be forfeited immediately as of the time of termination without consideration. 
 (f) Violation of Post-Employment Covenant. To the extent that any of the Participant’s RSUs remain outstanding under the terms
of the Plan or this Agreement after termination of the Participant’s employment with the Company or an Eligible Subsidiary, such RSUs shall nevertheless expire as of the date the Participant violates any covenant not to compete or other
post-employment covenant that exists between the Participant on the one hand and the Company or any Subsidiary of the Company, on the other hand. 
 (g) Substantial Corporate Change. Upon a Substantial Corporate Change, the Participant’s outstanding RSUs shall terminate unless provision is made for the assumption or substitution of such RSUs as
provided in Section 16(b) of the Plan. 
 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 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. 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 Participant with respect to the subject matter hereof. Participant expressly warrants that he or she is not
accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. The Company’s Board may amend, modify or terminate the Plan or any RSUs in any respect at any time; provided, however, that
modifications to this Agreement or the Plan that 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 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 to this award of RSUs.

 7. Tax Obligations. 
 (a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local 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/or 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 the Shares, the subsequent sale of 

  

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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. 
 Prior to the relevant
taxable event, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Company and/or the
Employer. In this regard, the Participant authorizes the Company and/or the Employer, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant by one or a combination of the
following: (i) require the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Participant’s wages or other compensation payable to the Participant by the Company
and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to the Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization); (iv) withholding
from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum
statutory withholding amount using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required
to withhold as a result of the Participant’s participation in the Plan that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum
amount of Tax Related Items required by law, nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Company may refuse to deliver the Shares to the Participant if the Participant fails
to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section. 
 (b)
Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the 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. 
 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 or to have any of the rights of a shareholder with respect to any Shares. 
 9. Additional Conditions to Issuance of Shares. 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 

  

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Committee may require the Participant to take any reasonable action in order to comply with any such rules or regulations. 
 Furthermore, 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 Award are registered under the Securities Act. The Committee may also require the Participant to
acknowledge that he or she 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 also 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. 
 10. No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and the Participant and
this Agreement shall not confer upon the Participant any right to continuation of employment with the Company or any of its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Subsidiaries right to
terminate the Participant’s employment or at any time, with or without cause (subject to any employment agreement a Participant may otherwise have with the Company or a Subsidiary thereof and/or applicable law). 
 11. 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 the 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 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 Participants are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement. 

12. 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. 
 13. Electronic Delivery. 
 (a) If the Participant executes this Agreement electronically, for the avoidance of doubt Participant acknowledges and agrees that his or
her execution of this Agreement electronically (through an on-line system established and maintained by the Company or another third party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this
Agreement in paper form. Participant acknowledges that upon request of the Company he or she shall also provide an executed, paper form of this Agreement. 
  

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 (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 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 Notice of Grant 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, the 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. 
 14. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her Data (as defined below) by and
among, as necessary and applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan and in the Company’s Amended and Restated 1998
Stock Option Plan (the “1998 Plan”). 
 Participant understands that the Company and the Employer may
hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality,
and job title, any Common Stock or directorships held in the Company, and details of the RSUs or any other restricted stock units or other entitlement to Shares awarded, canceled, vested, unvested or outstanding in Participant’s favor, for the
purpose of implementing, administering and managing the Plan and/or the 1998 Plan (“Data”). Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the
Plan, and/or the 1998 Plan that these recipients may be located in Participant’s country or elsewhere, and that the recipients’ country may have different data privacy laws and 

  

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protections than Participant’s country. Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan and/or in the 1998 Plan, including any requisite transfer of such Data as may be required to a broker or other third
party with whom Participant may elect to deposit any Shares acquired upon vesting of the RSUs or any other restricted stock units or other entitlement to Shares. 
 Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by
contacting his or her local human resources representative. Participant understands that Data shall be held as long as is reasonably necessary to implement, administer and manage his or her participation in the Plan and/or the 1998 Plan, and he or
she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or
her local human resources representative. Participant understands, however, that refusing or withdrawing such consent may affect his or her ability to participate in the Plan and/or the 1998 Plan. In addition, Participant understands that the
Company and its Subsidiaries have separately implemented procedures for the handling of Data which the Company believes permits the Company to use the Data in the manner set forth above notwithstanding the Participant’s withdrawal of such
consent. For more information on the consequences of refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 
 15. 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 respect to the RSUs or hereunder, or the rights, duties or liabilities created hereby. 
 16. 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. 
 17. Governing Law. 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, agree that such litigation shall be conducted in the courts of New Castle County, or the federal courts for the United States for the District of Delaware, where this grant is made and/or to be performed.

 Participant acknowledges receipt of a copy of the Plan and the prospectus relating thereto; represents that he or she has read and is
familiar with the terms and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement and the Plan; and hereby accepts the RSUs subject to
all of the terms and provisions thereof. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the 

  

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Plan or this Agreement. Participant further agrees to notify the Company upon any change in his or her residence address. 
 [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	 		 	

  

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