Description of compensation arrangements



 Exhibit 10.6 
  
 Danaher Corporation 
 Description of Compensation Arrangements for Certain Executive Officers 
  
 Following is a description of the compensation arrangements for each of the Company’s named executive officers and for each other executive officer who is also a
member of the Company’s Board of Directors (the “officers”). The compensation arrangements consist of salary and perquisites, and, for all officers other than Messrs. Steven M. Rales and Mitchell P. Rales, annual cash incentive
compensation and equity awards. Except for Mr. Culp, who is party to an employment agreement with Danaher incorporated by reference to Exhibits 10.11 and 10.12 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004, each
of the officers is an at-will employee of Danaher. 
  

					
	 Name and Position

	  	Base Salary

	 
	 Steven M. Rales
 Chairman of the Board
	  	$	295,000	 
	 Mitchell P. Rales
 Chairman of the Executive Committee
	  	$	295,000	 
	 H. Lawrence Culp, Jr.
 President and Chief Executive Officer
	  	$	1,000,000	 
	 Patrick W. Allender
 Executive Vice President, Chief Financial Officer and Secretary
	  	$	550,000	 
	 Philip W. Knisely
 Executive Vice President
	  	$	550,000	 
	 Steven E. Simms
 Executive Vice President
	  	$	550,000	 
	 Daniel L. Comas
 Senior Vice President-Finance and Corporate Development
	  	$	300,000 	($400,000 effective April 4, 2004)

  
 The officers are entitled to all
benefits made generally available to Danaher associates. In addition, the perquisites provided to the officers consist primarily of term life insurance, reimbursement for club dues and tax preparation and financial planning services, parking, an
automobile allowance, relocation costs, annual physical, and, with respect to the Chief Executive Officer and the Chief Financial Officer, personal use of the Company plane when not in use for business purposes. In addition, Messrs. Steven M. Rales
and Mitchell P. Rales are permitted to make personal use of designated Company office space and secretarial, tax and accounting services. 
  
 In addition, each officer (other than Messrs. Steven M. Rales and Mitchell P. Rales) participates in the Company’s Executive Deferred Incentive Program
(“EDIP”), a shareholder-approved, non-qualified, unfunded deferred compensation program. The Company credits an amount to the officer’s EDIP account on an annual basis in accordance with the terms of the EDIP, which is incorporated by
reference as Exhibit 10.4 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004. 
  
 Annual cash incentive compensation awards are determined in accordance with the Danaher Corporation executive officer incentive compensation program, which is described in Exhibit 10.7 to Danaher’s Annual Report
on Form 10-K for the year ended December 31, 2004. 
  
 Awards of equity
compensation are made in accordance with the Amended and Restated Danaher Corporation 1998 Stock Option Plan, which is attached as Exhibit 10.1 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004, or any successor
stockholder-approved equity compensation plan. 
  
 All officers (other than
Messrs. H. Lawrence Culp, Jr., Patrick W. Allender, Steven M. Rales and Mitchell P. Rales) are party to a Noncompetition Agreement, the form of which is attached as Exhibit 10.17 to Danaher’s Annual Report on Form 10-K for the year ended
December 31, 2004. With respect to Messrs. Culp and Allender, non-competition provisions are included in their employment agreement and retirement agreement, respectively. In addition, Mr. Allender is party to arrangements incorporated by reference
to Exhibits 10.15 and 10.16 to the Form 10-K, Mr. Knisely is party to an arrangement incorporated by reference to Exhibit 10.13 to the Form 10-K, and Mr. Simms is party to an arrangement incorporated by reference to Exhibit 10.14 to the Form 10-K.