Exhibit
10.1


 





 


SEVERANCE AGREEMENT


 


1.               General.  Danaher Corporation (“the Company”) has
offered and Mr. Daniel Raskas (“the Executive”) has accepted at-will employment
with Danaher Corporation as Vice President of Corporate Development.  In consideration of the Executive’s
acceptance of employment, the Company desires to provide a period of additional
security in the form of pay and benefits on the terms and conditions described
below, which will be in addition to any amounts paid pursuant to the Noncompetition
Agreement executed by the Executive on the date hereof (“Noncompetition
Agreement”), but will supersede any other Company severance policy that may be
in effect at the time of the Executive’s termination.  For purposes of this agreement, the terms “without cause,” “for
cause” and “good reason” have the meanings set forth below:


 


(a)                        “Without
cause” shall mean any termination of employment by the Company that is for
reasons other than “for cause” as defined herein. “For cause” is defined as
termination of employment for any one of the following reasons:  (1) conviction of, or pleading guilty
or no contest to, a felony, or a misdemeanor (other than traffic violations)
where imprisonment may be imposed, (2) commission of any act of theft,
embezzlement or fraud, or deliberate act of dishonesty against the Company or
any subsidiary thereof, (3) a violation of fiduciary duty that is
determined as such by a court of law or (4) any act of sexual or racial
harassment or any willful failure or refusal to comply with the Company’s
Standards of Conduct.


 


(b)                       “Good
Reason” shall mean any of the following: 
(i) relocation of eithr the Company’s executive office in
Washington, D.C. or the Executive’s work location in Washington, D.C. to more
than fifty miles from the current location without Executive’s written
concurrence; or (ii) any material adverse change in the Executive’s duties
and responsibilities as Vice President of Corporate Development of the Company
or material reduction in the Executive’s salary or incentive compensation
target percentage.


 


2.               Severance.  In the event that the Executive’s employment
is terminated by the Company without cause or the Executive resigns his
employment with the Company for good reason prior to December 31, 2005,
the Company will pay the Executive the following severance pay and benefits, provided that at the time of termination the Executive signs a release of all
claims arising out of the Executive’s employment, and discontinuance of
employment, with the Company in the format of the Company’s standard release in
effect at the time of termination:


 


(a)                        Twenty-thousand
dollars ($20,000) a month, minus legally required deductions, through
December 31, 2005 or for six (6) months, whichever is longer; provided,
however, that in the event the Executive does not receive all of his severance
pay under the Noncompetition Agreement, the severance period under this
Agreement will be through December 31, 2005 or for twelve (12) months,
whichever is longer. Payments hereunder would be made on the same
schedule as normal pay periods during Executive’s employment with the
Company.


 

















 


(b)                       The
Executive will be eligible to continue his health (i.e., medical and dental)
benefits (in effect at the time of his termination) for the period he receives
severance pay under this Agreement, by paying the regular monthly active
associate contribution, which will be deducted directly from his monthly
severance pay.  After such period, the
Executive may elect to continue such benefits under the provisions of COBRA.


 


3.               Disputes –
Resolution through Arbitration.  Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in the District of Columbia, in
accordance with the rules of the American Arbitration Association then in
effect.


 


4.               Amendment.  This Agreement may be amended only by a
writing signed by Executive and by a duly authorized representative of the
Company.


 


5.               Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the District of Columbia without
regard to conflict of law principles.


 


6.               At-Will
Employment.  The Executive
acknowledges that in consideration of the Executive’s right to terminate his
employment with the Company at any time for any reason, the Executive agrees
that he is employed by the Company on an at-will basis.  For purposes of clarification, the
Executive’s at-will employment status does not affect his rights to severance
upon the terms and conditions set forth hereunder.


 


AGREED TO this 30th day
of September 2004.


 


 


	
  Danaher Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel L. Comas

  	
   

  	
    /s/ Daniel
  Raskas

  	
   

  
	
   

  	
  Name:
  Daniel L. Comas

  	
   

  	
  Mr. Daniel Raskas

  	
   

  
	
   

  	
  Title:
  Senior Vice President

  	
   

  	
   

  	
   

  



 


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