10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2010

OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 1-8089

DANAHER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	59-1995548
(State of Incorporation)	(I.R.S. Employer Identification number)

2099 Pennsylvania Avenue, N.W., 12th Floor Washington, D.C.	20006
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 202-828-0850

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

The number of shares of common stock outstanding at October 15, 2010 was 653,954,253.

DANAHER CORPORATION

INDEX

FORM 10-Q

PART I -	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets at October 1, 2010 and December 31, 2009		1
	Consolidated Condensed Statements of Earnings for the three and nine months ended October 1, 2010 and October 2, 2009		2
	Consolidated Condensed Statement of Stockholders’ Equity for the nine months ended October 1, 2010		3
	Consolidated Condensed Statements of Cash Flows for the nine months ended October 1, 2010 and October 2, 2009		4
	Notes to Consolidated Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		39
Item 4.	Controls and Procedures		39
PART II -	OTHER INFORMATION
Item 1	Legal Proceedings		39
Item 1A.	Risk Factors		39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		40
Item 6.	Exhibits		41
	Signatures		43

DANAHER CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in thousands)

	October 1, 2010 (unaudited)		December 31, 2009 (Note 1)
ASSETS
Current Assets:
Cash and equivalents	$	1,635,041	$	1,721,920
Trade accounts receivable, net		2,032,661		1,916,831
Inventories:
Finished goods		606,925		474,671
Work in process		219,148		179,461
Raw material and supplies		418,822		338,884
Total inventories		1,244,895		993,016
Prepaid expenses and other current assets		548,026		588,861
Total current assets		5,460,623		5,220,628
Property, plant and equipment, net of accumulated depreciation of $1,495,863 and $1,570,586 respectively		1,153,431		1,143,331
Investment in joint venture		498,500		—
Other assets		837,513		758,035
Goodwill		10,476,778		9,817,923
Other intangible assets, net		3,070,990		2,655,503
Total assets		21,497,835	$	19,595,420
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable and current portion of long-term debt	$	39,483	$	44,186
Trade accounts payable		1,178,865		1,051,487
Accrued expenses		1,861,079		1,665,287
Total current liabilities		3,079,427		2,760,960
Other liabilities		2,424,216		2,315,261
Long-term debt		2,822,259		2,889,023
Stockholders’ equity:
Common stock - $0.01 par value		7,269		3,589
Additional paid-in capital		2,307,548		2,074,501
Retained earnings		10,485,199		9,205,142
Accumulated other comprehensive income		371,917		346,944
Total stockholders’ equity		13,171,933		11,630,176
Total liabilities and stockholders’ equity	$	21,497,835	$	19,595,420

See the accompanying Notes to Consolidated Condensed Financial Statements.

1

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

($ and shares in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales	$	3,190,193		$	2,750,693		$	9,593,334		$	8,052,046
Cost of sales		1,541,337			1,429,736			4,807,015			4,210,211
Gross profit		1,648,856			1,320,957			4,786,319			3,841,835
Operating costs and other:
Selling, general and administrative expenses		(884,165	)		(782,438	)		(2,669,530	)		(2,299,756	)
Research and development expenses		(202,591	)		(159,040	)		(587,473	)		(478,435	)
Earnings from unconsolidated joint venture		10,550			—			10,550			—
Other income		—			85,118			—			85,118
Operating profit		572,650			464,597			1,539,866			1,148,762
Non-operating income (expense):
Gain on contribution of businesses to joint venture		291,037			—			291,037			—
Interest expense		(31,903	)		(31,842	)		(92,128	)		(87,228	)
Interest income		1,777			1,594			4,369			3,385
Earnings before income taxes		833,561			434,349			1,743,144			1,064,919
Income taxes		(187,126	)		(82,986	)		(424,000	)		(180,150	)
Net earnings	$	646,435		$	351,363		$	1,319,144		$	884,769
Net earnings per share:
Basic	$	0.99		$	0.55		$	2.02		$	1.39
Diluted	$	0.95		$	0.53		$	1.95		$	1.33
Average common stock and common equivalent shares outstanding:
Basic		654,599			642,186			651,995			637,038
Diluted		683,431			672,536			681,964			669,526

See the accompanying Notes to Consolidated Condensed Financial Statements.

2

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

($ and shares in thousands)

(unaudited)

	Common Stock				Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income
	Shares		Par Value										Comprehensive Income
Balance, December 31, 2009		358,922	$	3,589	$	2,074,501		$	9,205,142		$	346,944
Net earnings		—		—		—			1,319,144			—	$	1,319,144
Dividends declared		—		—		—			(39,087	)		—		—
Common stock based award activity		4,179		42		183,102			—			—		—
Stock dividend		362,196		3,622		(3,622	)		—			—		—
Common stock issued in connection with LYONs’ conversion		1,577		16		53,567			—			—		—
Unrealized gain on available-for-sale securities (net of tax expense of $10.1 million)		—		—		—			—			18,677		18,677
Increase from translation of foreign financial statements		—		—		—			—			6,296		6,296
Balance, October 1, 2010		726,874	$	7,269	$	2,307,548		$	10,485,199		$	371,917	$	1,344,117

See the accompanying Notes to Consolidated Condensed Financial Statements.

3

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in thousands)

(unaudited)

	Nine Months Ended
	October 1, 2010			October 2, 2009
Cash flows from operating activities:
Net earnings	$	1,319,144		$	884,769
Non-cash items:
Depreciation		146,367			138,506
Amortization		144,717			113,891
Stock compensation expense		65,954			66,924
Earnings from unconsolidated joint venture		(10,550	)		—
Pre-tax gain on contribution of businesses to joint venture		(291,037	)		—
Consideration received in shares		—			(84,749	)
Change in trade accounts receivable, net		(76,575	)		145,814
Change in inventories		(207,567	)		112,590
Change in accounts payable		186,037			(146,746	)
Change in prepaid expenses and other assets		119,097			108,591
Change in accrued expenses and other liabilities		115,482			(34,098	)
Net cash flows from operating activities		1,511,069			1,305,492
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(145,256	)		(115,414	)
Proceeds from disposals of property, plant and equipment		738			3,387
Proceeds from contribution of businesses to joint venture		45,226			—
Cash paid for acquisitions		(1,568,068	)		(281,369	)
Cash paid for other investments		—			(50,768	)
Net cash used in investing activities		(1,667,360	)		(444,164	)
Cash flows from financing activities:
Proceeds from issuance of common stock		117,200			96,591
Payment of dividends		(39,087	)		(28,776	)
Net repayments of borrowings (maturities of 90 days or less)		(9,131	)		(457,095	)
Proceeds of borrowings (maturities longer than 90 days)		—			744,615
Repayments of borrowings (maturities longer than 90 days)		—			(6,827	)
Net cash flows from financing activities		68,982			348,508
Effect of exchange rate changes on cash and equivalents		430			33,541
Net change in cash and equivalents		(86,879	)		1,243,377
Beginning balance of cash and equivalents		1,721,920			392,854
Ending balance of cash and equivalents	$	1,635,041		$	1,636,231
Supplemental disclosures:
Cash interest payments	$	104,941		$	86,185
Cash income tax payments	$	177,628		$	159,593

See the accompanying Notes to Consolidated Condensed Financial Statements.

4

DANAHER CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. GENERAL

The consolidated condensed financial statements included herein have been prepared by Danaher Corporation (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Annual Report on Form 10-K”).

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company at October 1, 2010 and December 31, 2009, and its results of operations and cash flows for the three and nine month periods ended October 1, 2010 and October 2, 2009.

On May 11, 2010, the Company’s Board of Directors approved a two-for-one stock split (effected in the form of a dividend by issuing one additional share of common stock for each issued share of common stock) which was paid on June 10, 2010 to stockholders of record at the close of business on May 25, 2010. All prior period share and per share amounts set forth in this report, including earnings per share and the weighted average number of shares outstanding for basic and diluted earnings per share for each respective period, have been adjusted to reflect the stock split.

Total comprehensive income for the periods presented was as follows ($ in millions):

	Three Months Ended					Nine Months Ended
	October 1, 2010			October 2, 2009		October 1, 2010		October 2, 2009
Net earnings	$	646.4		$	351.4	$	1,319.1	$	884.8
Change in foreign currency translation adjustment		(370.7	)		161.1		6.3		348.3
Unrealized gain on available-for-sale securities, net of income tax		44.3			34.1		18.7		34.1
Comprehensive income	$	320.0		$	546.6	$	1,344.1	$	1,267.2

NOTE 2. ACQUISITIONS

The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses reflect a number of factors including the future earnings and cash flow potential of these businesses; the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers; the competitive nature of the process by which the Company acquired the business; and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

5

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with certain of its 2010 and 2009 acquisitions and is also in the process of obtaining valuations of acquired intangible assets and certain acquisition related liabilities in connection with these acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

The following briefly describes the Company’s acquisition activity for the nine months ended October 1, 2010. For a complete description of the Company’s acquisition and divestiture activity for the year ended December 31, 2009, please refer to Note 2 to the Consolidated Financial Statements included in the 2009 Annual Report on Form 10-K.

On January 30, 2010, the Company completed the acquisition of the Analytical Technologies division of MDS Inc., which includes a 50% ownership position in the Applied Biosystems/MDS Sciex joint venture (“AB SCIEX”), a mass spectrometry business, and a 100% ownership position in the former Molecular Devices Corporation, a bioresearch and analytical instrumentation company. In a separate, but related transaction, the Company simultaneously completed the acquisition of the remaining 50% ownership position in AB SCIEX from Life Technologies Corporation. The aggregate cash purchase price for the combined transactions was approximately $1.1 billion, including debt assumed and net of cash acquired. The Company funded the purchase price for these transactions from available cash on hand. The acquired entities had annual aggregate sales of approximately $650 million based on the acquired businesses’ revenues in their respective most recently completed fiscal years.

AB SCIEX and Molecular Devices Corporation operate within the Company’s Medical Technologies segment. The acquisition of AB SCIEX significantly expands the Company’s position in the life sciences and diagnostics business and in particular establishes a position in the mass spectrometry market. AB SCIEX is expected to provide additional sales and earnings growth opportunities in the Company’s Medical Technologies segment, both through the growth of existing products and services and through the potential acquisition of complementary businesses.

In addition, during the first nine months of 2010, the Company completed the acquisition of 13 other businesses for total consideration of approximately $507 million in cash, net of cash acquired. Each company acquired manufactures products and/or provides services in the test and measurement, environmental, life sciences and diagnostics, dental or sensors and controls markets. These businesses were acquired to complement existing units of the Professional Instrumentation, Medical Technologies and Industrial Technologies segments. The aggregate annual sales of the additional 13 businesses acquired at the time of their respective acquisitions, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $250 million.

6

The following table summarizes the aggregate estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the acquisitions consummated during the nine months ended October 1, 2010 ($ in millions):

	AB Sciex & Molecular Devices			Others			Total
Accounts receivable	$	109.9		$	47.8		$	157.7
Inventory		105.7			31.9			137.6
Property, plant and equipment		54.6			13.8			68.4
Goodwill		470.1			375.1			845.2
Other intangible assets, primarily trade names, customer relationships and patents		350.6			217.9			568.5
Accounts payable		(35.8	)		(14.2	)		(50.0	)
Other assets and liabilities, net		6.9			(165.3	)		(158.4	)
Assumed debt		(0.9	)		—			(0.9	)
Net cash consideration	$	1,061.1		$	507.0		$	1,568.1

The unaudited pro forma information for the periods set forth below gives effect to all prior acquisitions as if they had occurred at the beginning of the period. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time (unaudited, $ in millions, except per share amounts):

	Three Months Ended				Nine Months Ended
	October 1, 2010		October 2, 2009		October 1, 2010		October 2, 2009
Sales	$	3,206.7	$	3,048.4	$	9,757.1	$	8,972.0
Net earnings		646.2		351.7		1,321.5		882.7
Diluted earnings per share	$	0.95	$	0.53	$	1.95	$	1.33

In connection with its acquisitions, the Company assesses and formulates a plan related to the future integration of the acquired entity. This process begins during the due diligence process and is concluded within twelve months of the acquisition. As a result of the new business combination accounting standards that became effective on January 1, 2009, all integration related costs, including workforce reduction and restructuring costs as well as facility closure and realignment costs, associated with acquisitions completed after December 31, 2008 are expensed as incurred. In addition, all legal, investment banking and other direct transaction costs associated with due diligence related to acquisitions pending and completed after December 31, 2008 are expensed as incurred under these accounting standards. During the first nine months of 2010, in connection with completed acquisitions, the Company has incurred $8 million of significant transaction related costs, primarily banking fees and amounts paid to third party advisers. In addition, the Company’s earnings for the first nine months of 2010 reflect the impact of pre-tax charges totaling $46 million associated with fair value adjustments to acquired inventory and acquired deferred revenue related to completed acquisitions.

NOTE 3. FORMATION OF JOINT VENTURE

On July 4, 2010, the Company closed the previously announced joint venture with Cooper Industries, plc (“Cooper”), combining the businesses in the Company’s Tools and Components segment (except for the Matco tool business, the Hennessy wheel service equipment business and the Jacobs Vehicle Systems diesel engine retarders business) with Cooper’s Tools business to form a new entity called Apex Tool Group, LLC (“Apex”). The 2009 sales, on a combined basis, of the two tools businesses contributed to Apex were approximately $1.2 billion. Each of Cooper and the Company owns a 50% interest in Apex and has an equal number of representatives on Apex’s Board of Directors. Neither joint venture partner controls the significant operating and financing activities of Apex. Upon the closing of the transaction, Apex simultaneously obtained a credit facility and term debt financing and used $45.2 million of the term debt financing to purchase from the Company certain assets of the Company’s Tools business. In addition, the Company has receivables from Apex totaling approximately $44.8 million to consideration due to the Company in connection with the formation of the joint venture.

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In accordance with accounting standards applicable to non-controlling interests in subsidiaries, the Company recognized a $232.2 million gain ($0.34 per diluted share) during the third quarter 2010 associated with the transaction. The gain is computed as the difference between the book value of the contributed business that was deconsolidated and the fair value of the consideration received in exchange, consisting of $45.2 million in cash, a receivable of $44.8 million from Apex and the 50% interest in Apex as indicated in the table below ($ in millions):

Fair value of consideration received:
Fair value of 50% equity interest received	$	480.0
Cash received		45.2
Receivable from joint venture		44.8
Total fair value of consideration received		570.0
Less: book value of net assets contributed		(279.0	)
Pre-tax gain on contribution to joint venture		291.0
Income taxes		(58.8	)
After-tax gain on contribution to joint venture	$	232.2

As of the closing of the transaction, the Company deconsolidated its contributed businesses and accounts for its investment in the joint venture based on the equity method of accounting. As a result of the Company’s continuing involvement with the joint venture in future periods, the contributed businesses are not presented as a discontinued operation. The Company recorded its equity in the earnings of Apex of $10.5 million, reflecting its 50% ownership position, during the three months ended October 1, 2010 which is reflected in the results of the Company’s Tools & Components segment.

Sales and operating profit generated by the contributed business prior to the closing of the transaction and included in the Company’s consolidated results of operations during the nine months ended October 1, 2010, and the three and nine months ended October 2, 2009 were as indicated in the table below:

	Three Months Ended				Nine Months Ended
	October 1, 2010		October 2, 2009		October 1, 2010		October 2, 2009
Sales	$	—	$	156.6	$	315.7	$	441.4
Operating profit		—		23.6		41.3		52.1

NOTE 4. STOCK-BASED COMPENSATION

Stock options and RSUs have been issued to directors, officers and other employees under the Company’s 1998 Stock Option Plan and the 2007 Stock Incentive Plan. In addition, in connection with the November 2007 Tektronix acquisition, the Company assumed the Tektronix 2005 Stock Incentive Plan and the Tektronix 2002 Stock Incentive Plan (the “Tektronix Plans”) and assumed certain outstanding stock options, restricted stock and RSUs that had been awarded to Tektronix employees under the plans. These plans operate in a similar manner to the Company’s 2007 Stock Incentive Plan and 1998 Stock Option Plan. No further equity awards will be issued under the 1998 Stock Option Plan or the Tektronix Plans. The 2007 Stock Incentive Plan provides for the grant of stock options, stock appreciation rights, RSUs, restricted stock or any other stock based award. In May 2009, the Company’s shareholders approved amendments to the 2007 Stock Incentive Plan that, among other items, authorized the issuance of an additional 14 million shares pursuant to the plan bringing the total number of shares authorized for issuance under the plan to 38 million. No more than 12 million of the 38 million authorized shares may be granted in any form other than stock options or stock appreciation rights.

8

Stock options granted under the 2007 Stock Incentive Plan, the 1998 Stock Option Plan and the Tektronix Plans generally vest pro-rata over a five-year period and terminate ten years from the grant date, though the specific terms of each grant are determined by the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”). The Company’s executive officers and certain other employees have been awarded options with different vesting criteria. Option exercise prices for options granted by the Company under these plans equal the closing price on the NYSE of the Company’s common stock on the date of grant. Option exercise prices for the options outstanding under the Tektronix Plans were based on the closing price of Tektronix common stock on the date of grant. In connection with the Company’s assumption of these options, the number of shares underlying each option and exercise price of each option were adjusted to reflect the substitution of Danaher stock for the Tektronix stock underlying these awards.

RSUs issued under the 2007 Stock Incentive Plan and the 1998 Stock Option Plan provide for the issuance of a share of the Company’s common stock at no cost to the holder. Most RSU awards granted prior to the third quarter of 2009 are subject to performance criteria determined by the Compensation Committee and vest (subject to satisfaction of the performance criteria) 50% on each of the fourth and fifth anniversaries of the grant date. Most RSU awards granted during or after the third quarter of 2009 vest 1/3 on each of the third, fourth and fifth anniversaries of the grant date and, if the recipient is a member of the Company’s senior management, are generally also subject to performance criteria determined by the Compensation Committee. Certain of the Company’s executive officers and other employees have been awarded RSUs with different vesting criteria. Prior to vesting, RSUs do not have dividend equivalent rights, do not have voting rights and the shares underlying the RSUs are not considered issued and outstanding.

Restricted shares issued under the Tektronix 2005 Stock Incentive Plan were granted subject to certain time-based vesting restrictions such that the restricted share awards are fully vested after a period of five years. Holders of restricted shares have the right to vote such shares and receive dividends. The restricted shares are considered issued and outstanding at the date the award is granted.

The options, RSUs and restricted shares generally vest only if the employee is employed by the Company on the vesting date or in other limited circumstances and unvested options and RSUs are forfeited upon retirement before age 65 unless the Compensation Committee determines otherwise. To cover the exercise of options and vesting of RSUs, the Company generally issues new shares from its authorized but unissued share pool, although it may instead issue treasury shares in certain circumstances. At October 1, 2010, approximately 17 million shares of the Company’s common stock were reserved for issuance under the 2007 Stock Incentive Plan.

The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, RSUs and restricted shares, based on the fair value of the award as of the grant date. The estimated fair value of the options granted was calculated using a Black-Scholes Merton option pricing model (Black-Scholes). The following summarizes the assumptions used in the Black-Scholes model to value options granted during the nine months ended October 1, 2010:

Risk-free interest rate	2.17 - 3.41	%
Weighted average volatility	27.6	%
Dividend yield	0.2	%
Expected years until exercise	6.0 to 8.5

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument over the expected term of the equity instrument. Expected volatility is based on implied volatility from traded options on the Company’s stock and historical volatility of the Company’s stock. To estimate the option exercise timing to be used in the valuation model, in addition to considering the vesting period and contractual term of the option, the Company analyzes and considers actual historical

9

exercise data for previously granted options. At the time of grant, the Company estimates the number of options that it expects will be forfeited based on the Company’s historical experience. Separate groups of employees that have similar behavior with regard to holding options for longer periods and different forfeiture rates are considered separately for valuation and attribution purposes.

The following table summarizes the components of the Company’s share-based compensation program recorded as expense ($ in millions):

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Restricted Stock Units and Restricted Shares:
Pre-tax compensation expense	$	9.9		$	8.0		$	23.3		$	21.5
Tax benefit		(3.7	)		(2.8	)		(8.7	)		(7.5	)
Restricted stock unit and restricted share expense, net of tax	$	6.2		$	5.2		$	14.6		$	14.0
Stock Options:
Pre-tax compensation expense	$	15.2		$	13.2		$	42.7		$	45.4
Tax benefit		(4.6	)		(4.0	)		(12.6	)		(13.1	)
Stock option expense, net of tax	$	10.6		$	9.2		$	30.1		$	32.3
Total Share-Based Compensation:
Pre-tax compensation expense	$	25.1		$	21.2		$	66.0		$	66.9
Tax benefit		(8.3	)		(6.8	)		(21.3	)		(20.6	)
Total share-based compensation expense, net of tax	$	16.8		$	14.4		$	44.7		$	46.3

Share based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Statements of Earnings as payroll costs of the employees receiving the awards. As of October 1, 2010, $106 million of total unrecognized compensation cost related to RSUs and restricted shares is expected to be recognized over a weighted average period of approximately 3 years. As of October 1, 2010, $148 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately 2 years.

Option activity under the Company’s stock plans as of October 1, 2010 and changes during the nine months ended October 1, 2010 were as follows:

	Shares in 000’s			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)		Aggregate Intrinsic Value ($ in millions)
Outstanding at January 1, 2010		38,794		$	27.57
Granted		4,125		$	37.31
Exercised		(5,266	)	$	17.73
Cancelled / Forfeited		(1,052	)	$	31.44
Outstanding at October 1, 2010		36,601		$	29.29		6	$	386.5
Vested and Expected to Vest at October 1, 2010		35,555		$	29.69		6	$	381.3
Vested and Exercisable at October 1, 2010		19,942		$	25.99		4	$	287.4

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of 2010 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on October 1, 2010. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

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The aggregate intrinsic value of options exercised during the nine months ended October 1, 2010 and October 2, 2009 was $113 million and $70 million, respectively. Exercise of options during the first nine months of 2010 and 2009 resulted in cash receipts of $94 million and $70 million, respectively. The Company recognized excess tax benefits of approximately $6 million and $37 million in the three and nine months ended October 1, 2010, respectively, related to the exercise of employee stock options, which has been recorded as an increase to additional paid-in capital.

The following table summarizes information on unvested RSUs and restricted shares outstanding as of October 1, 2010:

	Number of RSUs /Restricted Shares (in thousands)			Weighted-Average Grant-Date  Fair Value
Unvested at January 1, 2010		5,580		$	29.53
Granted		1,632		$	37.38
Cancelled / Forfeited		(277	)	$	34.31
Vested and issued		(1,795	)	$	23.98
Unvested at October 1, 2010		5,140		$	32.98

The Company realized a tax benefit of approximately $1.7 million and $25.1 million in the three and nine months ended October 1, 2010 related to the vesting of restricted stock units, which has been recorded as an increase to additional paid-in capital. In connection with the vesting of certain restricted stock units and restricted shares previously issued by the Company, the Company has elected to withhold from the total shares issued or released to the award holder a number of shares sufficient to fund minimum tax withholding requirements (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the first nine months of 2010, approximately 737 thousand shares with an aggregate value of approximately $28 million were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying Consolidated Condensed Statement of Stockholders’ Equity.

NOTE 5. GOODWILL

The following table shows the rollforward of goodwill reflected in the financial statements associated with the Company’s acquisition activities ($ in millions).

Balance, December 31, 2009	$	9,817.9
Acquisitions		845.3
Dispositions / joint venture formation		(173.7	)
Foreign currency translation & other		(12.7	)
Balance, October 1, 2010	$	10,476.8

Adjustments to purchase price allocations are a result of refinements made to the fair market valuations of intangible and other assets subsequent to the initial allocation of purchase price.

The carrying value of goodwill by segment as of October 1, 2010 and December 31, 2009 is summarized as follows ($ in millions):

Segment	October 1, 2010		December 31, 2009
Professional Instrumentation	$	4,197.1	$	4,027.9
Medical Technologies		4,102.5		3,555.3
Industrial Technologies		2,156.6		2,040.4
Tools & Components		20.6		194.3
	$	10,476.8	$	9,817.9

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Goodwill arises from the excess of the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired. Management assesses goodwill for impairment for each of its reporting units at least annually at the beginning of the fourth quarter or as “triggering” events occur. The Company’s annual impairment test was performed as of the first day of the Company’s fourth quarter of 2009 and no impairment was identified. In making its assessment of goodwill impairment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data. The factors used by management in its impairment analysis are inherently subject to uncertainty. While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units, if actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken against net earnings.

NOTE 6. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair values and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from or corroborated by observable market data through correlation. Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

A summary of financial assets and liabilities that are carried at fair value measured on a recurring basis as of October 1, 2010 were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Available for sale securities	$	247.9		—		—	$	247.9
Liabilities:
Deferred compensation plans		—	$	62.1		—	$	62.1

Available for sale securities are measured at fair value using quoted market prices and included in other long-term assets in the accompanying Consolidated Condensed Balance Sheet.

The Company has established nonqualified deferred compensation programs that permit officers, directors and certain management employees to defer a portion of their compensation, on a pre-tax basis, until their termination of employment (or board service, as applicable). All amounts deferred under this

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plan are unfunded, unsecured obligations of the Company and presented as a component of the Company’s compensation and benefits accrual included in accrued expenses in the accompanying Consolidated Condensed Balance Sheet. Participants may choose among alternative earning rates for the amounts they defer which are based on investment options within the Company’s 401K program in the United States (except that the earnings rates for amounts deferred by the Company’s directors are based on changes in the value of Danaher’s common stock). Changes in the value of the deferred compensation liability under these programs are recognized based on the fair value of the participants’ accounts based on their investment elections.

Fair Value of Financial Instruments

In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all the Company’s financial instruments. The methods and significant assumptions used to estimate fair value of financial instruments and any changes in methods or significant assumptions from prior periods is also required to be disclosed.

The carrying amounts and fair values of financial instruments at October 1, 2010 and December 31, 2009 were as follows ($ in millions):

	October 1, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Assets:
Available for sale securities	$	247.9	$	247.9	$	219.1	$	219.1
Liabilities:
Short-term borrowings		39.5		39.5		44.2		44.2
Long-term borrowings		2,822.3		3,377.9		2,889.0		3,335.0

The above fair values were computed based on quoted market prices. Differences in fair value from carrying amounts of long-term borrowings are attributable to changes in interest and/or credit rates subsequent to the incurrence of such borrowings. The available for sale securities represent the Company’s investment in marketable securities that are accounted for at fair value. The fair values of cash and cash equivalents, accounts receivable, net, short term borrowings and accounts payable approximate their respective carrying amounts due to the short term maturities of these instruments and therefore are not reflected in the table above.

NOTE 7. FINANCING TRANSACTIONS

The components of the Company’s debt as of October 1, 2010 and December 31, 2009 were as follows ($ in millions):

	October 1, 2010		December 31, 2009
U.S. dollar-denominated commercial paper	$	180.0	$	180.0
4.5% guaranteed Eurobond Notes due 2013 (€500 million)		689.1		715.9
5.625% notes due 2018		500.0		500.0
5.4% notes due 2019		750.0		750.0
Zero-coupon Liquid Yield Option Notes due 2021 (LYONs)		591.5		634.2
Other		151.2		153.1
Total borrowings		2,861.8		2,933.2
Less – currently payable		39.5		44.2
Total long-term portion of borrowings	$	2,822.3	$	2,889.0

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For a full description of the Company’s debt financing, please refer to Note 9 of the Company’s 2009 Annual Report on Form 10-K.

The Company satisfies its short-term liquidity needs primarily through issuances of U.S. dollar and Euro commercial paper. As of October 1, 2010, the commercial paper outstanding under the Company’s U.S. dollar commercial paper program had a weighted average interest rate of 0.2% and a weighted average maturity of approximately 13 days. Credit support for the commercial paper program is provided by an unsecured $1.45 billion multicurrency revolving credit facility that expires on April 25, 2012 and an unsecured $75 million multicurrency revolving credit facility that expires on May 3, 2011. There were no borrowings outstanding under either credit facility during the nine months ended October 1, 2010.

The Company has classified the borrowings under the commercial paper programs at October 1, 2010 as long-term borrowings in the accompanying Consolidated Balance Sheet as the Company has the intent and ability, as supported by availability under the above mentioned Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.

NOTE 8. CONTINGENCIES

For a further description of the Company’s litigation and contingencies, reference is made to Note 13 to the Consolidated Financial Statements included in the Company’s 2009 Annual Report on Form 10-K.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly, and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances estimated property damage. The liability, shown in the table below, is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.

In certain cases the Company will sell extended warranty or maintenance agreements. The proceeds from these agreements are deferred and recognized as revenue over the term of the agreement.

The following is a rollforward of the Company’s warranty accrual for the nine months ended October 1, 2010 ($ in millions):

Balance, December 31, 2009	$	124.9
Accruals for warranties issued during the period		92.3
Acquisitions		2.8
Dispositions / joint venture formation		(6.1	)
Settlements made		(85.9	)
Balance, October 1, 2010	$	128.0

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NOTE 9. NET PERIODIC BENEFIT COST – DEFINED BENEFIT PLANS

The following sets forth the components of the Company’s net periodic benefit cost of the non-contributory defined benefit plans for the three and nine months ended October 1, 2010 and October 2, 2009 respectively ($ in millions):

U.S. Pension Benefits

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Service cost	$	0.5		$	0.4		$	1.5		$	1.6
Interest cost		17.4			18.9			53.8			57.1
Expected return on plan assets		(20.7	)		(21.0	)		(62.1	)		(63.2	)
Amortization of loss / (gain)		4.6			2.3			15.0			7.3
Net periodic cost	$	1.8		$	0.6		$	8.2		$	2.8

Non U.S. Pension Benefits

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Service cost	$	2.9		$	3.2		$	8.6		$	9.2
Interest cost		7.5			7.9			22.6			22.7
Expected return on plan assets		(4.8	)		(4.8	)		(14.2	)		(13.7	)
Amortization of loss / (gain)		0.3			0.9			0.9			2.4
Amortization of prior service credits		(0.1	)		(0.1	)		(0.3	)		(0.3	)
Other		—			—			—			0.8
Net periodic cost	$	5.8		$	7.1		$	17.6		$	21.1

The following sets forth the components of the Company’s other postretirement employee benefit plans for the three and nine months ended October 1, 2010 and October 2, 2009 respectively ($ in millions):

Other Post-Retirement Benefits

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Service cost		0.2		$	0.1			0.6		$	0.7
Interest cost		1.7			1.5			4.5			5.1
Amortization of prior service credits		(2.0	)		(2.0	)		(5.8	)		(6.0	)
Amortization of loss		0.9			—			1.5			1.6
Net periodic cost	$	0.8		$	(0.4	)	$	0.8		$	1.4

Employer Contributions

During the nine months ended October 1, 2010, the Company contributed approximately $15 million in cash to the Company’s defined benefit plan in the U.S. There are no significant anticipated statutory funding requirements for the U.S. plan for the remainder of 2010. The Company expects to contribute approximately $34 million in employer contributions and unfunded benefit payments to the non-U.S. plans in 2010.

NOTE 10. EARNINGS PER SHARE

As indicated in Note 1, on May 11, 2010, the Company’s Board of Directors approved a two-for-one stock split (effected in the form of a dividend by issuing one additional share of common stock for each issued share of common stock) which was paid on June 10, 2010 to stockholders of record at the close of business on May 25, 2010. All prior period share and per share amounts set forth in this report, including earnings per share and the weighted average number of shares outstanding for basic and diluted earnings per share for each respective period, have been adjusted to reflect the stock split.

Basic earnings per share (EPS) is calculated by dividing net earnings by the weighted average number of common shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the

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numerator and the denominator of the basic EPS calculation for the effect of all potential dilutive common shares outstanding during the period. For the three and nine months ended October 1, 2010, approximately 3 million options to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. For the three and nine months ended October 2, 2009, approximately 10.6 million options to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. Information related to the calculation of earnings per share is summarized as follows ($ in millions, except per share amounts):

	Net  Earnings (Numerator)		Shares (Denominator)		Per Share Amount
For the Three Months Ended October 1, 2010:
Basic EPS	$	646.4		654.6	$	0.99
Adjustment for interest on convertible debentures		2.6		—
Incremental shares from assumed exercise of dilutive options		—		6.9
Incremental shares from assumed conversion of the convertible debentures		—		21.9
Diluted EPS	$	649.0		683.4	$	0.95
For the Three Months Ended October 2, 2009:
Basic EPS	$	351.4		642.2	$	0.55
Adjustment for interest on convertible debentures		2.5		—
Incremental shares from assumed exercise of dilutive options		—		6.4
Incremental shares from assumed conversion of the convertible debentures		—		23.9
Diluted EPS	$	353.9		672.5	$	0.53

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	Net  Earnings (Numerator)		Shares (Denominator)		Per Share Amount
For the Nine Months Ended October 1, 2010:
Basic EPS	$	1,319.1		652.0	$	2.02
Adjustment for interest on convertible debentures		8.0		—
Incremental shares from assumed exercise of dilutive options		—		8.1
Incremental shares from assumed conversion of the convertible debentures		—		21.9
Diluted EPS	$	1,327.1		682.0	$	1.95
For the Nine Months Ended October 2, 2009:
Basic EPS	$	884.8		637.0	$	1.39
Adjustment for interest on convertible debentures		7.4		—
Incremental shares from assumed exercise of dilutive options		—		8.6
Incremental shares from assumed conversion of the convertible debentures		—		23.9
Diluted EPS	$	892.2		669.5	$	1.33

On May 11, 2010, the Company’s Board of Directors authorized the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions (which repurchase program replaces the repurchase program that was authorized by the Board in April 2005). There is no expiration date for the Company’s repurchase program. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plan) and for other corporate purposes. There were no repurchases of equity securities during the first nine months of 2010 and as of October 1, 2010, 20 million shares remain available for repurchase pursuant to this program.

NOTE 11. RESTRUCTURING AND OTHER RELATED CHARGES

During 2009, the Company recorded pre-tax restructuring and other related charges totaling $238.5 million. The plans approved by the Company in April and August 2009 reflected management’s assessment that adjustments to the Company’s on-going cost structure were appropriate in light of lower demand in most of the Company’s end markets resulting from the overall deterioration in global economic conditions that began in the latter half of 2008 and continued through 2009. Substantially all restructuring activities were completed during 2009 resulting in approximately $204 million of employee severance and related charges and $35 million of facility exit and other related charges.

The nature of the restructuring and related activities were broadly consistent throughout the Company’s reportable segments and focused on improvements in operational efficiency through targeted workforce reductions and facility consolidations and closures.

The table below summarizes the accrual balance and utilization by type of restructuring cost associated with the 2009 restructuring activities referenced above ($ in millions):

	Balance as  of December 31, 2009		Paid / Settled			Balance as of October 1, 2010
Restructuring Charges
Employee severance and related	$	105.0	$	(84.2	)	$	20.8
Facility exit and related		16.6		(8.3	)		8.3
Total Restructuring	$	121.6	$	(92.5	)	$	29.1

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NOTE 12: SEGMENT INFORMATION

The Company reports under four segments: Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools & Components. Other than the impact of the AB Sciex and Molecular Devices acquisitions as described in Note 2 and the contribution of certain tools businesses to the Apex joint venture as described in Note 3, there has been no material change in total assets or liabilities by segment. Effective January 1, 2010 and in connection with certain changes in management responsibilities, results associated with a component of the environmental business focused on sensors and measurement commenced being reported with the Industrial Technologies segment. Previously, the results of the business were reported with the Professional Instrumentation segment. As the results of this business do not have a significant impact on either segment’s aggregate results of operations in any period presented, the Company has not restated its prior year segment information. Segment results for the three and nine months ended October 1, 2010 and October 2, 2009 are shown below ($ in millions):

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales:
Professional Instrumentation	$	1,278.1		$	1,060.1		$	3,707.9		$	3,106.0
Medical Technologies		1,002.8			766.3			2,919.5			2,220.9
Industrial Technologies		783.0			654.9			2,271.8			1,952.9
Tools & Components		126.3			269.4			694.1			772.2
	$	3,190.2		$	2,750.7		$	9,593.3		$	8,052.0
Operating Profit:
Professional Instrumentation	$	270.5		$	165.2		$	757.2		$	500.3
Medical Technologies		126.4			168.2			278.4			317.5
Industrial Technologies		165.0			111.2			458.4			302.3
Tools & Components		34.4			42.1			117.4			95.3
Other		(23.7	)		(22.1	)		(71.6	)		(66.6	)
	$	572.6		$	464.6		$	1,539.8		$	1,148.8

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ITEM  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of Danaher Corporation’s (“Danaher”, “Company”, “we”, “us” or “our”) financial statements with a narrative from the perspective of Company management. The Company’s MD&A is divided into four main sections:

• Information Relating to Forward-Looking Statements

• Overview

• Results of Operations

• Liquidity and Capital Resources

For a full understanding of the Company’s financial condition and results of operations, you should read this discussion along with Management Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements included in the Company’s 2009 Annual Report on Form 10-K, and the Consolidated Condensed Financial Statements and related Notes as of October 1, 2010 included in this Report.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this report, in other documents filed with or furnished by us to the SEC, in our press releases or in our other communications through webcasts, conference calls and other presentations, may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, new product and service developments, competitive position, acquisitions and related synergies, divestitures, securities offerings, stock repurchases and executive compensation; growth, declines and other trends in markets we sell into; general economic conditions; the anticipated impact of adopting new accounting pronouncements; the anticipated outcome of outstanding claims, legal proceedings, tax audits and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; the existence, length or timing of an economic recovery; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “anticipate,” “should,” “would,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned” and similar references to future periods.

These statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those envisaged by such forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Important factors that could cause actual results to differ materially from those envisaged in the forward-looking statements include the following:

• Uncertainty in the global economy and financial markets may adversely affect our operating results and financial condition.

• The restructuring actions that we have taken to reduce costs could have long-term adverse effects on our business.

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• Our growth could suffer if the markets into which we sell our products decline or do not grow as anticipated.

• We face intense competition and if we are unable to compete effectively, we may face decreased demand or price reductions for our products.

• Our growth depends in part on the timely development and commercialization, and customer acceptance, of new products and product enhancements based on technological innovation.

• Any inability to consummate acquisitions at our prior rate could negatively impact our growth rate.

• Our acquisition of businesses could negatively impact our profitability and return on invested capital.

• The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and may result in unexpected liabilities.

• Contingent liabilities from businesses that we have sold could adversely affect our results of operations and financial condition.

• We may be required to recognize impairment charges for our goodwill and other indefinite lived intangible assets.

• Foreign currency exchange rates may adversely affect our results of operations and financial condition.

• Our reputation and our ability to do business may be impaired by improper conduct by any of our employees, agents or business partners.

• Changes in our tax rates or exposure to additional income tax liabilities could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.

• If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.

• Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.

• We are subject to a variety of litigation in the course of our business that could adversely affect our results of operations and financial condition.

• Our operations, products and services expose us to the risk of environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations and reputation.

• Product defects could adversely affect our results of operations.

• Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial condition, results of operations and reputation.

• Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could adversely affect our liquidity and financial condition.

• Our defined benefit pension plans are subject to financial market risks that could adversely affect our results of operations and cash flows.

• We may incur higher costs to produce our products if commodity prices rise.

• If we cannot adjust our purchases of materials, components and equipment required for our manufacturing activities to reflect changing market conditions or customer demand, our profitability may suffer.

• If we cannot adjust our manufacturing capacity to reflect the demand for our products, our profitability may suffer.

• Changes in governmental regulations and funding may reduce demand for our products or increase our expenses.

• We may be unable to adjust to changes in the healthcare industry, some of which could adversely affect our business.

• Work stoppages, union and works council campaigns, labor disputes and other matters associated with our labor force could adversely impact our results of operations and cause us to incur incremental costs.

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• Adverse changes in our relationships with, or the financial condition, performance or purchasing patterns of, key distributors, resellers and other channel partners could adversely affect our results of operations.

• International economic, political, legal and business factors could negatively affect our results of operations, cash flows and financial condition.

• If we suffer loss to our facilities, distribution systems or information technology systems due to catastrophe, our operations could be seriously harmed.

See Part I – Item 1A of the Company’s 2009 Annual Report on Form 10-K for a further discussion regarding some of the reasons that actual results may differ materially from the results contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call or other presentation in which they are made. We do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

OVERVIEW

General

As a result of its geographic and industry diversity, Danaher faces a variety of challenges and opportunities, including rapid technological development in most of our served markets, the expansion of opportunities in emerging markets, trends toward increased utilization of the global labor force and consolidation of our competitors. We operate in a highly competitive business environment in most markets, and our long-term growth will depend in particular on our ability to expand our business (including through geographical and product line expansion), identify, consummate and integrate appropriate acquisitions, develop innovative new products and services with higher gross profit margins and continue to improve operating efficiency and organizational effectiveness. We are making significant investments, organically and through acquisitions, to address the rapid pace of technological change in our served markets and to globalize our manufacturing and customer facing resources in order to be responsive to our customers throughout the world and improve the efficiency of our operations.

Business Performance and Outlook

While differences exist among the Company’s businesses, on an overall basis, demand for the Company’s products and services increased in the third quarter and first nine months of 2010 as compared to the comparable periods of 2009 resulting in aggregate year-over-year sales growth in both periods. The growth in sales is due in part to the stabilization in global economic conditions that began in the fourth quarter 2009, easier year-over-year comparisons resulting from the recessionary economic conditions that prevailed during most of 2009, investments made in sales growth initiatives and other business-specific factors discussed below. Year-over-year sales growth during the third quarter and first nine months of 2010 was led by emerging markets, with particular strength in China. North America and Europe also grew on a year-over-year basis, but to a lesser extent than the emerging markets. Providing no significant deterioration in general economic conditions occurs, the Company expects sales to continue to grow on a year-over-year basis during the remainder of 2010 but at a moderating rate from that experienced in the third quarter of 2010 due primarily to the more difficult year-over-year comparisons in the fourth quarter.

Significant Acquisitions; Joint Venture with Cooper Industries plc

On January 30, 2010, the Company completed the acquisition of the Analytical Technologies division of MDS Inc., which includes a 50% ownership position in the Applied Biosystems/MDS Sciex joint venture (“AB Sciex”), a mass spectrometry business, and a 100% ownership position in the Molecular Devices business (“Molecular Devices”), a bioresearch and analytical instrumentation company. In a separate but related transaction, the Company simultaneously completed the acquisition of the remaining 50% ownership position in AB Sciex from Life Technologies Corporation. The aggregate purchase price for the combined transactions was $1.1 billion, including debt assumed and net of cash acquired. AB Sciex

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and Molecular Devices now operate within the Company’s Medical Technologies segment, and are expected to increase the Medical Technologies segment’s annual revenues by approximately $650 million. The acquisition of AB Sciex significantly expands the Company’s position in the life sciences and diagnostics business and in particular establishes a position in the mass spectrometry market. AB Sciex is expected to provide additional sales and earnings growth opportunities in the Company’s Medical Technologies segment, both through the growth of existing products and services and through the potential acquisition of complementary businesses. Company management and other personnel are devoting significant resources to the successful integration of the acquired businesses into Danaher.

On July 4, 2010, the Company closed the previously announced joint venture with Cooper Industries, plc (“Cooper”), combining the businesses in the Company’s Tools and Components segment (except for the Matco tool business, the Hennessy wheel service equipment business and the Jacobs Vehicle Systems diesel engine retarders business) with Cooper’s Tools business to form a new entity called Apex Tool Group, LLC (“Apex”). The 2009 sales, on a combined basis, of the two tools businesses contributed to Apex were approximately $1.2 billion. Each of Cooper and the Company owns a 50% interest in Apex and has an equal number of representatives on Apex’s Board of Directors. Upon the closing of the transaction, Apex simultaneously obtained a credit facility and term debt financing and used $45 million of the term debt financing to purchase from the Company certain assets of the Company’s Tools business. In addition, the Company has a receivable from Apex for $45 million as of October 1, 2010 related to certain assets transferred to Apex which is expected to be paid to the Company during 2011. As of the closing of the transaction, the Company deconsolidated the financial results of its contributed businesses and accounts for its investment in the joint venture based on the equity method of accounting. In accordance with accounting standards applicable to non-controlling interests in subsidiaries, the Company recognized a $291 million gain (after tax $232.2 million or $0.34 per diluted share) during the third quarter 2010 associated with the transaction reflecting the difference between the book value of the contributed business that was deconsolidated and the fair value of the consideration received in exchange, including the 50% interest in Apex and the cash and receivables received from Apex in connection with the transaction.

On September 29, 2010, the Company and Keithley Instruments, Inc. (“Keithley”) entered into a definitive merger agreement pursuant to which Danaher will acquire all of the outstanding Common Shares and Class B Common Shares of Keithley at a purchase price of $21.60 per share in cash for an aggregate price of approximately $300 million, including debt assumed and net of cash acquired. The acquisition is subject to customary closing conditions, including the receipt of regulatory approvals and adoption of the merger agreement by Keithley’s shareholders, and is expected to be completed during the fourth quarter of 2010. Danaher anticipates paying for the purchase price using available cash on hand.

Keithley designs, develops, manufactures, and markets electronic instruments and systems geared to the specialized needs of engineers at electronics manufacturers and academic institutions for research, product development, high-performance production testing and process monitoring. Keithley had revenues of $103 million in its most recent completed fiscal year and is expected to become part of Danaher’s test & measurement platform included in the Professional Instrumentation segment. Keithley is expected to provide additional sales and earnings growth opportunities in the Company’s Tektronix business by strengthening its offerings in the scientific general purpose test instrument market.

Restructuring Activities

During 2009, the Company recorded pre-tax restructuring and other related charges totaling $238.5 million. The plans approved by the Company in April and August 2009 reflected management’s assessment that adjustments to the Company’s on-going cost structure were appropriate in light of lower demand in most of the Company’s end markets resulting from the overall deterioration in global economic conditions that began in the latter half of 2008 and continued through 2009. Substantially all restructuring activities related to the 2009 plans were completed during 2009. Remaining cash payments to be made related to the completed activities, consisting primarily of payments due to former Company employees under severance agreements, were approximately $29 million as of October 1, 2010.

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Management expects to realize approximately $170 million of incremental year-over-year pre-tax savings during 2010 associated with these restructuring activities.

Refer to Note 11 to the Company’s Consolidated Condensed Financial Statements included in this Report and Note 17 of the Company’s 2009 Annual Report on Form 10-K for additional information related to these restructuring activities.

Currency Exchange Rates

On average, the U.S. dollar was stronger against other major currencies during the third quarter of 2010 as compared to the third quarter of 2009. As a result, currency exchange rates decreased reported sales for the third quarter of 2010 by approximately 1.5% as compared to the same period of 2009.

For the first nine months of 2010, the U.S. dollar, on average, was slightly weaker against other major currencies as compared to the first nine months of 2009. As a result, for the nine months ended October 1, 2010, currency exchange rates had a minor positive impact on reported sales as compared to the same period of 2009.

If the exchange rates in effect as of October 1, 2010 prevail throughout the remainder of 2010, fourth quarter currency exchange rates will have a minor negative impact on the Company’s estimated annual 2010 revenues on a year-over-year basis. If the U.S. dollar strengthens against other major currencies, the Company’s sales and results of operations will be adversely impacted on an overall basis and if the U.S. dollar weakens against other major currencies, Company’s sales and results of operations will be positively impacted.

RESULTS OF OPERATIONS

Consolidated sales for the three months ended October 1, 2010 increased 16.0% as compared to the comparable period of 2009. Sales from existing businesses contributed 12.5% growth, acquisitions contributed 5.0% growth and the impact of currency translation decreased reported sales by 1.5% on a year-over-year basis. In this report, references to sales from existing businesses refers to sales calculated according to GAAP but excluding (1) sales from acquired businesses, (2) third quarter 2009 sales attributable to the businesses contributed to the Apex joint venture, and (3) the impact of currency translation. References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition. The portion of revenue attributable to currency translation is calculated as the difference between (a) the period-to-period change in revenue (excluding sales from acquired businesses and third quarter 2009 sales attributable to the businesses contributed to the Apex joint venture) and (b) the period-to-period change in revenue (excluding sales from acquired businesses and third quarter 2009 sales attributable to the businesses contributed to the Apex joint venture) after applying current period foreign exchange rates to the prior year period. Sales from existing businesses should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting sales from existing businesses provides useful information to investors by facilitating easier comparisons of our revenue performance with prior and future periods and to our peers. The Company excludes the effect of currency translation from sales from existing businesses because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and excludes the effect of acquisitions because the nature, size and number of acquisitions can vary dramatically from period to period and between the Company and its peers and can also obscure underlying business trends. The Company excludes the third quarter 2009 sales attributable to the businesses contributed to the Apex joint venture from sales from existing businesses because as a result of application of the equity method of accounting beginning with the formation of the joint venture on July 4, 2010, the Company did not recognize sales from those businesses in the third quarter of 2010.

For the nine months ended October 1, 2010, consolidated sales increased 19.0% as compared to the comparable period in 2009. Sales from existing businesses contributed 11.0% growth and acquisitions contributed 8.0% growth. The impact of currency translation on sales growth for the nine month period was not significant on a year-over-year basis.

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Operating profit margins were 18.0% for the three months ended October 1, 2010 compared to 16.9% in the comparable period of 2009. The increase in operating profit margins reflects the impact of higher sales volumes in the third quarter of 2010 compared to the third quarter of 2009 as well as cost savings attributable to the Company’s 2009 restructuring activities. Third quarter 2010 year-over-year operating margin comparisons also benefited from approximately 150 basis points of costs incurred in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010. The favorable settlement of litigation with Align Technologies in the third quarter 2009 adversely impacted year-over-year operating profit margin comparisons by 310 basis points. The net dilutive effect of acquired businesses, 2009 divestitures and the operating profit margin impact of contributing certain businesses to the Apex joint venture adversely impacted year-over-year operating profit margin comparisons by approximately 40 basis points.

Operating profit margins for the nine months ended October 1, 2010 were 16.1% compared to 14.3% in the comparable period of 2009. The increase in operating profit margins during the first nine months of 2010 is also primarily a result of higher sales volumes in the first nine months of 2010 compared to the first nine months of 2009 as well as cost savings attributable to the Company’s 2009 restructuring activities. Year-over-year operating margin comparisons for the first nine months of 2010 also benefited from approximately 110 basis points of costs incurred in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010. The favorable settlement of litigation with Align Technologies in the third quarter 2009 adversely impacted year-over-year operating profit margin comparisons for the nine month period by 105 basis points. The net dilutive effect of acquired businesses, 2009 divestitures and the operating profit margin impact of contributing certain businesses to the Apex joint venture adversely impacted year-over-year operating profit margin comparisons by approximately 75 basis points. Acquisition related charges associated with fair value adjustments to acquired inventory and deferred revenue balances as well as 2010 transaction costs deemed significant by the Company (net of comparable acquisition related charges and costs recorded in the comparable period of 2009) also adversely impacted year-over-year operating profit margin comparisons by 45 basis points as such charges and costs were greater in the 2010 period than in the 2009 period.

Business Segments

The following table summarizes sales by business segment for each of the periods indicated ($ in millions):

	Three Months Ended				Nine Months Ended
	October 1, 2010		October 2, 2009		October 1, 2010		October 2, 2009
Professional Instrumentation	$	1,278.1	$	1,060.1	$	3,707.9	$	3,106.0
Medical Technologies		1,002.8		766.3		2,919.5		2,220.9
Industrial Technologies		783.0		654.9		2,271.8		1,952.9
Tools and Components		126.3		269.4		694.1		772.2
Total	$	3,190.2	$	2,750.7	$	9,593.3	$	8,052.0

PROFESSIONAL INSTRUMENTATION

Businesses in the Company’s Professional Instrumentation segment offer professional and technical customers various products and services that are used to enable or enhance the performance of their work. The Professional Instrumentation segment encompasses two strategic lines of business: environmental and test and measurement. These businesses produce and sell bench top and compact, professional electronic test tools and calibration equipment; a variety of video test and monitoring products, network management solutions, network diagnostic equipment and related services; water quality analytical instrumentation and consumables and ultraviolet disinfection systems; industrial water treatment solutions; and retail/commercial petroleum products and services, including dispensers, payment systems, underground storage tank leak detection and vapor recovery systems.

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Effective January 1, 2010 and in connection with certain changes in management responsibilities, results associated with a component of the environmental business focused on sensors and measurement commenced being reported with the Industrial Technologies segment. Previously, the results of the business were reported with the Professional Instrumentation segment. As the results of this business do not have a significant impact on either segment’s aggregate results of operations in any period presented, the Company has not restated its prior year segment information. The year-over-year change in sales as a result of this change in reporting is reflected as “inter-segment business transfer” in the table below.

Professional Instrumentation Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales	$	1,278.1		$	1,060.1		$	3,707.9		$	3,106.0
Operating profit		270.5			165.2			757.2			500.3
Depreciation and amortization		37.3			34.1			109.5			100.3
Operating profit as a % of sales		21.2	%		15.6	%		20.4	%		16.1	%
Depreciation and amortization as % of sales		2.9	%		3.2	%		3.0	%		3.2	%

Components of Sales Growth	Three Months Ended October 1, 2010 vs. Comparable 2009 Period			Nine Months Ended October 1, 2010 vs. Comparable 2009 Period
Existing businesses		15.5	%		13.5	%
Acquisitions		8.0	%		7.5	%
Impact of currency translation		(1.5	%)		—
Inter-segment business transfer		(1.5	%)		(1.5	%)
Total		20.5	%		19.5	%

Segment Overview

Sales increased in both of the segment’s strategic lines of business during the three and nine months ended October 1, 2010 as compared to the comparable periods of 2009. Price increases, reflected in the sales growth from existing businesses, accounted for approximately 0.5% of sales growth during both the three and nine month periods.

Operating profit margins increased 560 basis points during the three months ended October 1, 2010 as compared to the comparable period of 2009. The increase in operating profit margins reflects the impact of higher sales volumes in the third quarter of 2010 compared to the third quarter of 2009 as well as cost savings attributable to the Company’s 2009 restructuring activities. Third quarter 2010 year-over-year operating margin comparisons also benefited from approximately 260 basis points of costs incurred in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010. Acquisition related charges associated with fair value adjustments to acquired inventory and deferred revenue balances (net of comparable acquisition related charges recorded in the comparable period of 2009) favorably impacted year-over-year operating profit margin comparisons by 70 basis points as such charges were greater in the third quarter of 2009 than in the third quarter of 2010. The dilutive effect of acquired businesses reduced third quarter 2010 operating profit margins on a year-over-year basis by approximately 110 basis points and partially offset these favorable year-over-year factors.

Operating profit margins increased 430 basis points during the nine months ended October 1, 2010 as compared to the comparable period of 2009. The increase in operating profit margins during the period is also primarily a result of higher sales volumes in the first nine months of 2010 compared to the first nine months of 2009 as well as cost savings attributable to the Company’s 2009 restructuring activities. Year-over-year operating margin comparisons for the first nine months of 2010 also benefited from

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approximately 180 basis points of costs incurred in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010. Acquisition related charges associated with fair value adjustments to acquired inventory and deferred revenue balances (net of comparable acquisition related charges recorded in the comparable period of 2009) favorably impacted year-over-year operating profit margin comparisons by 35 basis points as such charges were greater in the first nine months of 2009 than in the first nine months of 2010. The dilutive effect of acquired businesses reduced operating profit margins for the first nine months 2010 on a year-over-year basis by approximately 90 basis points and partially offset these favorable year-over-year factors.

Overview of Businesses within the Professional Instrumentation Segment

Environmental. Sales from the environmental businesses, representing 53% of segment sales in the three months ended October 1, 2010, increased 13.0% in the third quarter as compared to the comparable period of 2009. Sales from existing businesses contributed 10.5% growth, acquisitions contributed 4.5% growth and the impact of currency translation decreased reported sales by 2.0% on a year-over-year basis.

Sales from the environmental businesses increased 15.5% in the first nine months of 2010 as compared to the comparable period of 2009. Sales from existing businesses contributed 11.5% growth and acquisitions contributed 4.0% growth. The impact of currency translation on sales growth for the nine month period was not significant on a year-over-year basis.

Sales from existing businesses in the segment’s water quality businesses grew at a low double-digit rate during the three months ended October 1, 2010 as compared to the comparable period of 2009 and at a high-single-digit rate for the nine months ended October 1, 2010. Demand for the businesses’ laboratory and process instrumentation product lines, led by industrial markets, was strong in all major geographies in both the three and nine month periods as compared to the comparable periods of 2009. Sales in the business’ ultraviolet water treatment product line declined at a mid-single digit rate during the three month period and grew at a mid-single digit rate during the nine month period. Solid growth on a year-over-year basis during the third quarter of 2010 in industrial and residential applications was more than offset by a difficult prior year comparison associated with a significant drinking water treatment project that began in 2009 and was substantially completed by the third quarter of 2010. While municipal market growth rates in the third quarter 2010 were adversely impacted by the difficult comparison, underlying demand in municipal markets remains robust. The nine month period benefited from first quarter 2010 shipments associated with this project. Growth rates in the ultraviolet water treatment line are expected to stabilize in the fourth quarter 2010 at levels consistent with the nine month period. Sales in the business’ specialty chemicals product line grew in the three and nine month period.

Sales from existing businesses in the segment’s retail petroleum equipment businesses grew at a low double-digit rate in the three months ended October 1, 2010 as compared to the comparable period of 2009 and at a mid-teens rate for the nine months ended October 1, 2010 as compared to the comparable period of 2009. Strong North American demand for the business’ payment solutions products, driven by enhanced industry standards, contributed significantly to the sales growth in both periods. Sales growth in the nine month period also benefited from demand for the business’ point-of-sale retail solution as customers were required to comply with new industry standards by July 2010. Increased demand for dispensing equipment in all major geographic regions also contributed to the year-over-year sales growth in both periods. Sales declines in the business’ vapor recovery product offerings primarily due to the weaker impact of regulatory requirements in the first nine months of 2010 compared to the first nine months of 2009, partially offset these increases.

Test and Measurement. Sales from the test and measurement businesses, representing 47% of segment sales in the three months ended October 1, 2010, increased 32.5% in the third quarter as compared to the comparable period of 2009. Sales from existing businesses contributed 22.5% growth, acquisitions contributed 11.0% growth and the impact of currency translation decreased reported sales by 1.0% on a year-over-year basis.

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Sales from the test and measurement businesses increased 27.0% in the first nine months of 2010 as compared to the comparable period of 2009. Sales from existing businesses contributed 16.5% growth, acquisitions contributed 10.0% growth and the impact of currency translation contributed 0.5% growth on a year-over-year basis.

During both the three and nine month periods, demand increased significantly for the business’ core instruments, including oscilloscopes, thermography products and digital multi-meters. Sales were strong in all major geographies, with particular strength in China. In addition, distributor inventory reductions that occurred in the first half of 2009 due to the recessionary economic conditions also have not continued into 2010 which positively impacted the year-over-year comparisons. The segment’s network and communication businesses grew at a mid-teens rate for the three month period on a year-over-year basis driven by strong demand for both network management solutions and network enterprise solutions.

MEDICAL TECHNOLOGIES

The Medical Technologies segment consists of businesses that offer clinical and research professionals various products and services that are used in connection with the performance of their work. The Medical Technologies segment encompasses two strategic lines of business: life sciences and diagnostics and dental.

Medical Technologies Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales	$	1,002.8		$	766.3		$	2,919.5		$	2,220.9
Operating profit		126.4			168.2			278.4			317.5
Depreciation and amortization		43.5			32.7			124.5			93.6
Operating profit as a % of sales		12.6	%		21.9	%		9.5	%		14.3	%
Depreciation and amortization as % of sales		4.3	%		4.3	%		4.3	%		4.2	%

Components of Sales Growth	Three Months Ended October 1, 2010 vs. Comparable 2009 Period			Nine Months Ended October 1, 2010 vs. Comparable 2009 Period
Existing businesses		7.5	%		5.5	%
Acquisitions		26.0	%		26.0	%
Impact of currency translation		(2.5	%)		—
Total		31.0	%		31.5	%

Segment Overview

Sales increased in both of the segment’s strategic lines of business during the three and nine months ended October 1, 2010 as compared to the comparable periods of 2009. Price increases, reflected in the sales growth from existing businesses, accounted for approximately 0.5% of sales growth during the three month period on a year-over-year basis. The impact of price increases on sales growth in the nine month period was not significant on a year-over-year basis.

Operating profit margins decreased 930 basis points during the three months ended October 1, 2010 as compared to the comparable period of 2009. The decrease in operating profit margins is largely due to the favorable settlement of litigation with Align Technologies that occurred in the third quarter 2009 and adversely impacted year-over-year operating profit margin comparisons by 1,110 basis points. In addition, the dilutive effect of acquired businesses adversely impacted operating profit margins by 115

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basis points on a year-over-year basis, primarily as a result of the acquisitions of AB Sciex and Molecular Devices. Acquisition related charges associated with fair value adjustments to acquired inventory and deferred revenue balances (net of comparable acquisition related charges recorded in the comparable period of 2009) also adversely impacted operating profit margin comparisons by 75 basis points on a year-over-year basis. The favorable impact of higher sales volumes in the third quarter of 2010 compared to the third quarter of 2009 as well as cost savings attributable to the Company’s 2009 restructuring activities positively impacted year-over-year operating profit margin comparisons. In addition, 40 basis points of costs incurred in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010 also partially offset these adverse impacts.

Operating profit margins decreased 480 basis points during the nine months ended October 1, 2010 as compared to the comparable period of 2009. The decrease in operating profit margins is largely due to the favorable settlement of litigation with Align Technologies that occurred in the third quarter 2009 and adversely impacted year-over-year operating profit margin comparisons by 385 basis points. Acquisition related charges associated with fair value adjustments to acquired inventory and deferred revenue balances as well as significant 2010 transaction costs deemed significant by the Company (net of comparable acquisition related charges and costs recorded in the comparable period of 2009) adversely impacted year-over-year operating profit margin comparisons by 185 basis points as such charges and costs were greater in the 2010 period than in the 2009 period. Management expects acquisition related charges, primarily related to the AB Sciex and Molecular Devices acquisitions, to adversely impact the segment’s operating profit margins through the balance of 2010, but at lower levels than experienced in the first nine months of 2010. The dilutive effect of acquired businesses also adversely impacted operating profit margins on a year-over-year basis by 140 basis points. The favorable impact of higher sales volumes in the first nine months of 2010 compared to the comparable 2009 period as well as cost savings attributable to the Company’s 2009 restructuring activities positively impacted the year-over-year operating profit margin comparisons. In addition, 40 basis points of costs incurred in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010 also partially offset these adverse impacts.

Overview of Businesses within the Medical Technologies Segment

Life Sciences and Diagnostics: Life sciences and diagnostics’ sales, representing 56% of segment sales in the three months ended October 1, 2010, increased 54.5% in the third quarter as compared to the comparable period of 2009. Sales from existing businesses contributed 10.0% growth, acquisitions contributed 47.0% growth and the impact of currency translation decreased reported sales by 2.5% on a year-over-year basis. Acquisition growth was primarily related to the acquisitions of AB Sciex and Molecular Devices.

Life sciences and diagnostics’ sales increased 53.5% in the first nine months of 2010 as compared to the comparable period of 2009. Sales from existing businesses contributed 8.5% growth, acquisitions contributed 44.5% growth and the impact of currency translation contributed 0.5% growth on a year-over-year basis.

Sales from existing businesses in the segment’s acute care diagnostics business grew at a high single-digit rate during both the three and nine months ended October 1, 2010 as compared to the comparable periods of 2009 due to strong demand in all major geographies for a new version of the business’ compact blood gas analyzer. Increased demand, primarily in Europe, for the business’ cardiac marker instruments also contributed to year-over-year sales growth. In addition, continued strong sales of consumables related to the business’ installed base of acute care diagnostic instrumentation contributed to growth in both periods.

Sales from existing businesses in the segment’s life sciences instrumentation and pathology diagnostics businesses grew at a low double-digit rate during the three months ended October 1, 2010 as compared to the comparable period of 2009. For the nine months ended October 1, 2010, sales grew at a high-single digit rate as compared to the comparable period of 2009. The majority of the year-over-year growth during both periods was driven by increased demand for new instruments and consumable products in the

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pathology diagnostic business. Strong demand for compound and stereo microscopy equipment serving the life sciences research and industrial markets, partially offset by lower confocal microscopy equipment demand in Europe, also contributed to the year-over-year sales growth. The nine month period was also positively impacted from economic stimulus funding in Japan as purchases eligible for Japanese stimulus funding were required to be completed by March 2010.

Dental: Dental sales, representing 44% of segment sales in the three months ended October 1, 2010, increased 10.0% in the third quarter as compared to the comparable period of 2009. Sales from existing businesses contributed 6.0% growth, acquisitions contributed 6.5% growth and the impact of currency translation decreased reported sales by 2.5% on a year-over-year basis.

Dental sales increased 11.5% in the first nine months of 2010 as compared to the comparable period of 2009. Sales from existing businesses contributed 3.5% growth, acquisitions contributed 8.5% growth and the impact of currency translation decreased reported sales by 0.5% on a year-over-year basis.

Sales in the segment’s dental technologies businesses grew at a low double-digit rate in the three months ended October 1, 2010 as compared to the comparable period of 2009 and at a high-single digit rate for the nine months ended October 1, 2010. Growth in the dental technologies businesses during both periods was primarily attributable to increased sales in the imaging product lines as a result of strong demand for 3D equipment and a recently introduced digital x-ray sensor, and to a lesser extent, increased demand for instruments and treatment units. Imaging product sales were particularly strong in North America and Asia in the three month period. Sales in the dental consumables businesses increased at a low-single digit rate in the three months ended October 1, 2010 and declined at a low-single digit rate in the nine months ended October 1, 2010. Increased sales of orthodontia and infection control products in the third quarter were partially offset by weak demand for general dentistry consumables, reflecting adjustments to inventory levels in distribution channels.

INDUSTRIAL TECHNOLOGIES

Businesses in the Industrial Technologies segment manufacture products and sub-systems that are typically incorporated by customers and systems integrators into production and packaging lines, as well as incorporated by original equipment manufacturers (“OEMs”) into various end-products. Many of the businesses also provide services to support their products, including helping customers integrate and install the products and helping ensure product uptime. The Industrial Technologies segment encompasses two strategic lines of business, product identification and motion, and two focused niche businesses, aerospace and defense, and sensors and controls. These businesses produce and sell product identification equipment and consumables; precision motion control equipment; monitoring, sensing and control devices; and aerospace safety devices and defense articles.

As indicated above, effective January 1, 2010 and in connection with certain changes in management responsibilities, results associated with a component of the environmental business focused on sensors and measurement commenced being reported with the Industrial Technologies segment. Previously, the results of the business were reported with the Professional Instrumentation segment. As the results of this business do not have a significant impact on either segment’s aggregate results of operations in any period presented, the Company has not restated its prior year segment information. The year-over-year change in sales as a result of this change in reporting is reflected as “inter-segment business transfer” in the table below.

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Industrial Technologies Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales	$	783.0		$	654.9		$	2,271.8		$	1,952.9
Operating profit		165.0			111.2			458.4			302.3
Depreciation and amortization		13.6			14.3			42.0			42.3
Operating profit as a % of sales		21.1	%		17.0	%		20.2	%		15.5	%
Depreciation and amortization as % of sales		1.7	%		2.2	%		1.8	%		2.2	%

Components of Sales Growth	Three Months Ended October 1, 2010 vs. Comparable 2009 Period			Nine Months Ended October 1, 2010 vs. Comparable 2009 Period
Existing businesses		16.5	%		12.5	%
Acquisitions and divestitures, net		2.0	%		1.5	%
Impact of currency translation		(1.0	%)		0.5	%
Inter-segment business transfer		2.0	%		2.0	%
Total		19.5	%		16.5	%

Segment Overview

During the three months ended October 1, 2010, sales grew across all the segment’s businesses. During the nine months ended October 1, 2010, sales growth from the segment’s product identification, motion and sensors and controls businesses was partially offset by sales declines from the aerospace and defense businesses. Price increases, reflected in the sales change from existing businesses, accounted for approximately 1.5% of sales growth during both the three and nine month periods. Effective January 1, 2010 and in connection with certain changes in management responsibilities, the results of the integrated scanning system product line are reported as a component of the segment’s focused niche businesses. Prior to January 1, 2010, the results of this product line were reported as a component of the segment’s product identification businesses. Industrial Technologies segment results, in the aggregate, were not impacted by the reporting change.

Operating profit margins increased 410 basis points during the three months ended October 1, 2010 as compared to the comparable period of 2009. The increase in operating profit margins reflects the impact of higher sales volumes in the third quarter of 2010 compared to the third quarter of 2009 as well as cost savings attributable to the Company’s 2009 restructuring activities. Third quarter 2010 year-over-year operating margin comparisons also benefited from approximately 105 basis points of costs incurred in the comparable period of 2009 associated with restructuring activities that did not repeat in 2010. Acquisitions and the impact of the divestiture of certain lower margin businesses and product lines in the fourth quarter 2009 in connection with the Company’s restructuring activities also favorably impacted year-over-year operating profit margin comparisons by 35 basis points.

Operating profit margins increased 470 basis points during the nine months ended October 1, 2010 as compared to the comparable period of 2009. The increase in operating profit margins reflects the impact of higher sales volumes in the first nine months of 2010 compared to the first nine months of 2009 as well as cost savings attributable to the Company’s 2009 restructuring activities. Year-over-year operating margin comparisons for the first nine months of 2010 also benefited from approximately 85 basis points of costs incurred in the comparable period of 2009 associated with restructuring activities that did not repeat in 2010. The divestiture of certain lower margin businesses and product lines in the fourth quarter 2009 in connection with the Company’s restructuring activities also favorably impacted year-over-year operating profit margin comparisons by 45 basis points.

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Overview of Businesses within the Industrial Technologies Segment

Product Identification. Sales from the product identification businesses, representing 27% of segment sales in the three months ended October 1, 2010, increased 20.0% in the third quarter as compared to the comparable period of 2009. Sales from existing businesses contributed 16.0% growth, acquisitions contributed 6.0% growth and the impact of currency translation decreased reported sales by 2.0% on a year-over-year basis.

Sales in the product identification businesses increased 21.5% in the first nine months of 2010 as compared to the comparable period of 2009. Sales from existing businesses contributed 14.5% growth, acquisitions contributed 6.5% growth and the impact of currency translation contributed 0.5% growth on a year-over-year basis.

Sales from existing businesses increased during both the three and nine month periods of 2010 as a result of increased demand for core marking and coding equipment as customers released capital spending that was delayed in the prior year. Strong consumable product sales associated with the installed base of marking and coding equipment also contributed to year-over-year growth in both periods. Sales grew in all major geographies with particular strength in emerging markets and Europe.

Motion. Sales in the segment’s motion businesses, representing 27% of segment sales in the three months ended October 1, 2010, increased 22.0% in the third quarter as compared to the comparable period of 2009. Sales from existing businesses contributed 26.5% growth on a year-over-year basis. The divestiture of certain businesses during the fourth quarter 2009 in connection with the Company’s 2009 restructuring activities accounted for a sales decline of 3.5% and is expected to reduce annual sales by approximately $31 million on a year-over-year basis. In addition, the impact of currency translation decreased reported sales 1.0% on a year-over-year basis.

Sales in the segment’s motion businesses increased 21.0% in the first nine months of 2010 as compared to the comparable period of 2009. Sales from existing businesses contributed 23.5% growth and the impact of currency translation contributed 1.0% growth on a year-over-year basis. The divestiture of certain businesses during the fourth quarter 2009 in connection with the Company’s 2009 restructuring activities accounted for a sales decline of 3.5%.

Sales from existing businesses grew in both the three and nine month periods of 2010 in the majority of end markets served due primarily to the general economic recovery. While growth was generally broad-based, industrial automation led the growth with strong sales of the business’ advanced motor and drive product offerings. Sales increased in all major geographies.

Focused Niche Businesses. Sales in the segment’s focused niche businesses, representing 46% of segment sales in the three months ended October 1, 2010, increased 14.0% in the third quarter as compared to the comparable period of 2009. Sales from existing businesses contributed 12.5% growth, acquisitions contributed 2.5% growth and the impact of currency translation decreased reported sales by 1.0% on a year-over-year basis.

Sales in the segment’s niche businesses increased 6.5% in the first nine months of 2010 as compared to the comparable period of 2009. Sales from existing businesses contributed 5.5% growth, acquisitions contributed 1.5% growth on a year-over-year basis and the impact of currency translation decreased reported sales by 0.5% on a year-over-year basis.

Sales grew in both the segment’s sensors and controls and aerospace and defense businesses during the three month period due generally to higher demand in all major end-markets. During the nine-month period, increased demand in the segment’s sensors and controls businesses more than offset sales declines in the aerospace and defense businesses. Sales in the aerospace and defense businesses did not begin to increase until the third quarter of 2010.

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TOOLS & COMPONENTS

As discussed above, on July 4, 2010, the Company closed the previously announced formation of a joint venture with Cooper, combining the businesses in the Company’s Tools and Components segment (except for the Matco, Hennessy and Jacobs Vehicle Systems businesses), referred to as the “contributed businesses”, with Cooper’s Tools business to form a new entity called Apex Tool Group, LLC. As of the closing of the transaction, the Company deconsolidated the financial results of its contributed businesses and began accounting for its investment in the joint venture based on the equity method of accounting.

The segment results presented in the table below reflect (1) the sales and operating profit of the segment businesses that were not contributed to the Apex joint venture for the period from January 1, 2010 through October 1, 2010, (2) the sales and operating profit of the contributed businesses for the period from January 1, 2010 through July 4, 2010, and (3) the equity in earnings (included in operating profit) attributable to the Company’s interest in the Apex joint venture for the period from July 4, 2010 through October 1, 2010, representing the Company’s proportionate share of Apex’s consolidated net income for such period. As a result of deconsolidating the contributed businesses, sales from the contributed businesses recorded after July 4, 2010 are not reflected in the segment’s sales.

Tools & Components Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales	$	126.3		$	269.4		$	694.1		$	772.2
Operating profit		34.4			42.1			117.4			95.3
Depreciation and amortization		1.8			5.2			11.9			16.2
Operating profit as a % of sales		27.2	%		15.6	%		16.9	%		12.3	%
Depreciation and amortization as % of sales		1.4	%		1.9	%		1.7	%		2.1	%

Components of Sales Growth (Decline)	Three Months Ended October 1, 2010 vs. Comparable 2009 Period			Nine Months Ended October 1, 2010 vs. Comparable 2009 Period
Existing businesses		5.0	%		11.0	%
Contribution of businesses to joint venture & divestitures		(58.0	%)		(21.0	%)
Total		(53.0	%)		(10.0	%)

Segment Overview

The overall decline in sales on a year-over-year basis in both periods is primarily attributable to the contribution of businesses to the Apex joint venture. The fourth quarter 2009 divestiture of certain businesses and product lines in connection with the Company’s 2009 restructuring activities also contributed to the sales decline. Price increases, reflected in the sales growth from existing businesses, accounted for approximately 0.5% of sales growth during both the three and nine month periods.

Operating profit margins increased 1,160 basis points during the three months ended October 1, 2010 as compared to the comparable period of 2009. Approximately 800 basis points of the year-over-year increase in operating profit margins is a result of the deconsolidation of the businesses contributed to the Apex joint venture and the associated equity method of accounting in addition to the divestiture of certain lower margin businesses and product lines in the fourth quarter of 2009. Third quarter 2010 year-over-year operating margin comparisons also benefited from approximately 160 basis points of costs incurred

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in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010. The favorable impact of higher sales volumes in the third quarter of 2010 compared to the third quarter of 2009 also benefited year-over-year operating profit margin comparisons.

Operating profit margins increased 460 basis points during the nine months ended October 1, 2010 as compared to the comparable period of 2009. The increase in operating profit margins during the first nine months of 2010 is primarily a result of higher sales from existing businesses in the first nine months of 2010 compared to the first nine months of 2009. Year-over-year operating margin comparisons for the first nine months of 2010 also benefited from approximately 80 basis points of costs incurred in the comparable period of 2009 associated with the Company’s restructuring activities that did not repeat in 2010. Approximately 25 basis points of the year-over-year increase in operating profit margins for the nine month period is a result of the deconsolidation of the businesses contributed to the Apex joint venture and the associated equity method of accounting in addition to the divestiture of certain lower margin businesses and product lines in the fourth quarter of 2009.

Overview of Businesses within the Tools & Components Segment

Year-over-year sales from existing businesses grew 5% in the three months ended October 1, 2010 due to increased demand in the segment’s mobile hand tool and engine retarder business, partially offset by a modest sales decline in the wheel service business.

Year-over-year sales from existing businesses grew 11% in the nine months ended October 1, 2010. Sales attributable to the businesses that were contributed to the Apex joint venture grew during the first half of 2010 on a year-over-year basis, and sales attributable to the businesses that were not contributed to the Apex joint venture grew during the first nine months of 2010 on a year-over-year basis, in each case, primarily as a result of the general economic recovery in 2010.

COST OF SALES AND GROSS PROFIT

($ in millions)	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales	$	3,190.2		$	2,750.7		$	9,593.3		$	8,052.0
Cost of sales		1,541.3			1,429.7			4,807.0			4,210.2
Gross profit		1,648.9			1,321.0			4,786.3			3,841.8
Gross profit margin		51.7	%		48.0	%		49.9	%		47.7	%

The year-over-year increase in gross profit margin in the three and nine months ended October 1, 2010 reflects the impact of higher sales volumes during both periods as compared to the comparable periods of 2009 as well as year-over-year cost savings attributable to the Company’s 2009 restructuring activities. The year-over-year comparisons also benefit from approximately 65 and 45 basis points of costs incurred during the three and nine months ended October 2, 2009, respectively, in connection with the Company’s 2009 restructuring actions that did not repeat in 2010. Gross profit margins during the 2010 three and nine month periods also benefited from the contribution to the Apex joint venture at the beginning of the third quarter of certain of the Company’s Tools businesses that had lower average gross profit margins as compared to the remainder of the Company. Acquisition related charges recorded in the three and nine months ended October 1, 2010 associated with fair value adjustments to acquired inventory and deferred revenue balances in connection with the acquisition of AB Sciex, Molecular Devices and certain other acquisitions adversely impacted gross profit margin comparisons by approximately 10 and 35 basis points, respectively.

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OPERATING EXPENSES

($ in millions)	Three Months Ended						Nine Months Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Sales	$	3,190.2		$	2,750.7		$	9,593.3		$	8,052.0
Selling, general and administrative expenses		884.2			782.4			2,669.5			2,299.7
Research and development expenses		202.6			159.0			587.5			478.4
SG&A as % of sales		27.7	%		28.4	%		27.8	%		28.6	%
R&D as % of sales		6.4	%		5.8	%		6.1	%		5.9	%

The decreases in year-over-year selling, general and administrative expenses as a percentage of sales in the three and nine months ended October 1, 2010 reflect the benefit of increased leverage of the Company’s cost base resulting from higher sales volumes during both periods as compared to the comparable periods of 2009. Continuing investments in the Company’s sales growth initiatives, increased commission costs due to the higher sales volumes and the dilutive effect of certain recently acquired businesses and those businesses’ higher relative operating expense structures partially offset these year-over-year improvements.

Research and development expenses as a percentage of sales increased 60 basis points and 20 basis points on year-over-year basis in the three and nine month periods ended October 1, 2010, respectively. The increase in both periods is primarily attributable to the contribution of most of the Company’s Tools and Components businesses to the Apex joint venture, as the contributed businesses have historically lower research and development spending as a percentage of sales relative to the overall Company average. Overall research and development costs increased in both periods as compared to the prior year comparable periods due to recently acquired businesses with higher average research and development expenditures as well as continued investment in the Company’s new product development initiatives.

INTEREST COSTS AND FINANCING TRANSACTIONS

For a discussion of the Company’s outstanding indebtedness, please refer to Note 7 to the Notes to the Condensed Consolidated Financial Statements.

Interest expense of $31.9 million in the three months ended October 1, 2010 was essentially flat on a year-over-year basis. Interest expense of $92.1 million in the nine months ended October 1, 2010 was approximately $4.9 million higher than the comparable period of 2009. The increase in interest expense during the nine month period is primarily associated with higher average debt levels during the first nine months of 2010 as compared to the first nine months of 2009 due to the Company’s March 2009 issuance of $750 million aggregate principal amount of 5.40% senior unsecured notes due 2019.

Interest income of $1.8 million and $4.4 million in the three and nine months ended October 1, 2010 was essentially flat compared to the comparable periods of 2009.

INCOME TAXES

The effective income tax rate was 22.5% and 24.3% in the three and nine months ended October 1, 2010, respectively, as compared to 19.1% and 16.9% in the three and nine months ended October 2, 2009, respectively.

The lower effective tax rates for the three and nine months ended October 2, 2009 reflect a benefit of $37 million ($0.22 per diluted share) and $97 million ($0.58 per diluted share), respectively, primarily related

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to the reduction of previously provided reserves associated with uncertain tax positions as various international and domestic tax positions were resolved in favor of the Company during those periods. In addition, the effective tax rates for the three and nine months ended October 1, 2010 are higher than the effective rates in the comparable periods of 2009 due to the expiration of the U.S. federal research and experimentation tax credit and certain foreign income tax exclusions on December 31, 2009. Legislative proposals to extend these provisions into 2010 are being discussed but the outcome is uncertain. The impact of these matters was partially offset by net discrete tax benefits and changes in the estimate of the annual effective tax rate recorded in the three and nine months ended October 1, 2010 of $14 million ($0.02 per diluted share) and $18.6 million ($0.03 per diluted share), respectively. The net discrete tax benefits result from finalizing certain 2009 tax returns as well as the reduction of tax reserves associated with the resolution of uncertain international and domestic tax positions. In addition, the effective tax rate for the three and nine months ended October 1, 2010 reflects the impact of lower tax rates applied to the components of the gain arising from the Apex transaction. These benefits were partially offset by changes in tax rates in certain non US jurisdictions and a charge to write-off deferred tax assets associated with the taxation of Medicare Part D subsidies in the United States as a result of the first quarter 2010 enactment of the Patient Protection and Affordable Care Act.

Assuming legislation extending the U.S. tax provisions noted above is not enacted in 2010, the effective tax rate for the balance of 2010 is expected to be approximately 25% based on projected taxable income, excluding the impact of any matters that would be treated as “discrete” and including the impact on the Company’s overall effective rate of the gain recorded on the formation of the Apex joint venture. Because the tax effects of significant unusual items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute expirations and changes in tax regulations, are reflected in the period in which they occur, it is reasonably possible that the effective tax rate may change in future periods.

On August 10, 2010, President Obama signed into law the Education Jobs and Medicaid Assistance Act of 2010 (the “Act”). The Act repealed or modified certain tax provisions applicable to U.S. companies having international operations including provisions enabling the use of foreign tax credits to offset U.S. corporate income taxes. The provisions impacting the Company become effective in 2011 and are expected to have an adverse impact on the Company’s effective tax rate. Until further guidance is issued from the U.S. Treasury Department, the full extent or application of these modifications is unknown. The Company is continuing to evaluate the impact of the Act on the taxation of its international operations.

INFLATION

The effect of broad based inflation on the Company’s operations was not significant in the three months ended October 1, 2010.

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LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities.

Overview of Cash Flows and Liquidity

($ in millions)	Nine Months Ended
	October 1, 2010			October 2, 2009
Total operating cash flows	$	1,511.1		$	1,305.5
Purchases of property, plant and equipment		(145.3	)		(115.4	)
Cash paid for acquisitions		(1,568.1	)		(281.4	)
Other (uses) sources		46.0			(47.4	)
Net cash used in investing activities		(1,667.4	)		(444.2	)
Proceeds from the issuance of common stock		117.2			96.6
Debt repayments, net of new borrowings (excluding March 2009 public debt offering)		(9.1	)		(463.9	)
Proceeds of March 2009 public debt offering		—			744.6
Payment of dividends		(39.1	)		(28.8	)
Net cash provided by financing activities		69.0			348.5

• Operating cash flow, a key source of the Company’s liquidity, was $1.5 billion for the first nine months of 2010, an increase of $206 million, or 16% as compared to the comparable period of 2009.

• As of October 1, 2010, the Company held $1.6 billion of cash and cash equivalents.

• Acquisitions constituted the most significant use of cash in the first nine months of 2010. The Company completed the acquisition of 15 businesses during the period for total cash consideration of approximately $1.6 billion.

• The Company’s 2009 restructuring activities used approximately $93 million in cash during the first nine months of 2010.

Operating Activities

The Company continues to generate substantial cash from operating activities and remains in a strong financial position, with resources available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short and long-term basis. Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for items such as income taxes, restructuring activities, pension funding and other items impact reported cash flows.

Operating cash flow was $1.5 billion for the nine months ended October 1, 2010, an increase of $206 million, or 16% as compared to the comparable period of 2009. The increase in operating cash flow was primarily attributable to the increase in earnings in the first nine months of 2010 as compared to the first nine months of 2009. The Company’s trade accounts receivable, inventory and accounts payable in aggregate used $98 million of cash flow during the first nine months of 2010 as compared to contributing

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$112 million of cash flow in the first nine months of 2009. The increased use of cash reflects increased inventory and accounts receivable levels, partially offset by increased accounts payable levels, associated with increased business activity.

In connection with the Company’s restructuring activities, the Company records appropriate accruals for the costs of closing facilities, severing personnel and, in connection with acquisitions, integrating the acquired businesses into existing Company operations. Cash flows from operating activities are reduced by the amounts expended against the various accruals established in connection with these activities. During the first nine months of 2010, the Company paid $93 million related to these restructuring activities.

Investing Activities

Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures and cash flows from divestitures of businesses or assets. Net cash used in investing activities was $1.7 billion during the first nine months of 2010 compared to $444 million of net cash used in the first nine months of 2009. In 2010, the Company expects capital spending to approximate $225 million, though actual expenditures will ultimately depend on business conditions.

As discussed above, on January 30, 2010, the Company completed the acquisitions of AB Sciex and Molecular Devices. The aggregate purchase price for the combined transactions was approximately $1.1 billion, including debt assumed and net of cash acquired. The Company funded the purchase price for these transactions from available cash on hand. The Company completed the acquisition of 13 additional businesses during the first nine months of 2010 for consideration of $507 million in cash, net of cash acquired. Each company acquired manufactures products and/or provides services in the test and measurement, environmental, life sciences and diagnostics, dental or sensors and controls markets. These businesses were acquired to complement existing units of the Medical Technologies, Professional Instrumentation and Industrial Technologies segments.

The aggregate annual sales of the 15 businesses (including AB Sciex and Molecular Devices) acquired during the first nine months of 2010 at the time of their respective acquisitions, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $900 million.

Financing Activities and Indebtedness

Cash flows from financing activities consist primarily of proceeds from the issuance of commercial paper, common stock and notes, excess tax benefits from stock-based compensation, repayments of indebtedness, repurchases of common stock and payments of dividends to shareholders. Financing activities provided cash of $69 million during the first nine months of 2010 compared to $349 million of cash provided during the first nine months of 2009. The year-over-year change was primarily due to the $745 million of net proceeds realized from the March 2009 issuance of the 5.40% senior notes due 2019 partially offset by the net repayment of approximately $464 million of other borrowings (primarily commercial paper) during the first nine months of 2009.

For a description of the Company’s outstanding debt as of October 1, 2010, please refer to Note 7 of the Consolidated Condensed Financial Statements. As of October 1, 2010, the Company was in compliance with all of its debt covenants.

The Company satisfies its short-term liquidity needs primarily through issuances of U.S. dollar and Euro denominated commercial paper. As of October 1, 2010, $180 million was outstanding under the Company’s U.S. dollar commercial paper program with a weighted average interest rate of 0.2% and a weighted average maturity of approximately 13 days. There was no outstanding Euro-denominated commercial paper as of October 1, 2010. Credit support for the commercial paper program is provided by

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an unsecured $1.45 billion multicurrency revolving credit facility that expires on April 25, 2012 and an unsecured $75 million multicurrency revolving credit facility that expires on May 3, 2011. There were no borrowings outstanding under either credit facility during the nine months ended October 1, 2010.

Aggregate cash payments for dividends during the first nine months of 2010 were approximately $39 million. In addition, the Company declared a regular quarterly dividend of $0.02 per share payable on October 29, 2010 to holders of record on September 24, 2010.

The Company will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, to pay interest and service debt, fund its restructuring activities and pension plans as required, pay dividends to shareholders and repurchase shares of the Company’s common stock. The Company generally intends to use available cash and internally generated funds to meet these cash requirements and may borrow under existing commercial paper programs or the credit facilities described above or access the capital markets as needed for liquidity. As of October 1, 2010, the Company held $1.6 billion of cash and cash equivalents that were invested in highly liquid investment grade debt instruments with a maturity of 90 days or less with an average weighted annual interest rate of 0.5%. Of this amount, approximately $1 billion was held outside the United States.

During the first nine months of 2010, the Company contributed approximately $15 million cash to the Company’s defined benefit pension plan in the U.S. There are no significant anticipated statutory funding requirements for the U.S. plan for the remainder of 2010. The Company expects to contribute approximately $34 million in employer contributions and unfunded benefit payments to the non-U.S. plans in 2010.

On May 11, 2010, the Company’s Board of Directors approved a two-for-one stock split (effected in the form of a dividend by issuing one additional share of common stock for each issued share of common stock) which was paid on June 10, 2010 to stockholders of record at the close of business on May 25, 2010. All prior period share and per share amounts set forth in this report, including earnings per share and the weighted average number of shares outstanding for basic and diluted earnings per share for each respective period, have been adjusted to reflect the stock split.

CRITICAL ACCOUNTING POLICIES

There were no material changes during the quarter ended October 1, 2010 to the items that the Company disclosed as its critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2009 Annual Report on Form 10-K.

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ITEM  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Instruments and Risk Management,” in the Company’s 2009 Annual Report on Form 10-K. There were no material changes during the quarter ended October 1, 2010 to this information reported in the Company’s 2009 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The California Department of Toxic Substances Control (“DTSC”) has alleged that the Paso Robles, California facility of Joslyn Sunbank Company LLC (“Sunbank”), an indirect subsidiary of the Company, violated certain provisions of the California Hazardous Waste Control Law (“HWCL”) and related regulations. The DTSC’s primary allegations are that Sunbank submitted insufficient documentation from 2005 to 2009 relating to financial assurance for closure costs, and that Sunbank did not adhere to wastewater requirements during a certain period of operation. The DTSC has acknowledged that Sunbank is no longer in violation of the HWCL or related regulations and that Sunbank has taken appropriate corrective action in response to the alleged violations. The DTSC and Sunbank have reached an agreement in principle whereby all of Sunbank’s alleged violations of the HWCL and related regulations would be settled for a payment of $135,000, as well as payment of the DTSC’s administrative costs with respect to this matter, financing of a supplemental environmental project and certain injunctive relief. The final resolution of this matter will not have a material adverse effect on the Company’s results of operations, cash flow or financial condition.

ITEM 1A. RISK FACTORS

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Information Relating to Forward-Looking Statements,” in Part I — Item 2 of this Form 10-Q and in Part I — Item 1A of Danaher’s 2009 Annual Report on Form 10-K. There were no material changes during the quarter ended October 1, 2010 to this information reported in the Company’s 2009 Annual Report on Form 10-K.

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ITEM  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no repurchases of equity securities during the third quarter of 2010. On May 11, 2010, the Company’s Board of Directors authorized the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions (which repurchase program replaces the repurchase program that was authorized by the Board in April 2005). There is no expiration date for the Company’s repurchase program. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes. As of October 1, 2010, 20 million shares remain available for repurchase pursuant to this program.

During the third quarter of 2010, holders of certain of the Company’s Liquid Yield Option Notes (LYONs) converted such LYONs into an aggregate of 39,764 shares of Danaher common stock, par value $0.01 per share. The shares of common stock were issued solely to existing security holders upon conversion of the LYONs pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

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ITEM  6. EXHIBITS

(a) Exhibits:

3.1	Restated Certificate of Incorporation of Danaher Corporation (1)
3.2	Amended and Restated By-laws of Danaher Corporation (2)
10.1	Form of Stock Option Agreement under Danaher Corporation 2007 Stock Incentive Plan*
10.2	Form of RSU Agreement under Danaher Corporation 2007 Stock Incentive Plan*
10.3	Description of compensation arrangements for non-management directors*
11.1	Computation of per-share earnings (3)
12.1	Calculation of ratio of earnings to fixed charges
31.1	Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document (4)
101.SCH	XBRL Taxonomy Extension Schema Document (4)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (4)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (4)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (4)

*		Indicates management contract or compensatory plan, contract or arrangement.
(1	)	Incorporated by reference to Exhibit 3.1 to Danaher Corporation’s Current Report on Form 8-K filed on September 12, 2007 (Commission File Number: 1-8089).
(2	)	Incorporated by reference to Exhibit 3.2 to Danaher Corporation’s Current Report on Form 8-K filed on July 10, 2008 (Commission File Number: 1-8089).
(3	)	See Note 10, “Earnings Per Share”, to our Consolidated Condensed Financial Statements.
(4	)	Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets at October 1, 2010 and

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December 31, 2009, (ii) Consolidated Condensed Statements of Earnings for the three months ended October 1, 2010 and October 2, 2009, (iii) Consolidated Condensed Statement of Stockholders’ Equity for the nine months ended October 1, 2010, (iv) Consolidated Condensed Statements of Cash Flows for the nine months ended October 1, 2010 and October 2, 2009, and (v) Notes to Consolidated Condensed Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		DANAHER CORPORATION:
Date: October 20, 2010	By:	/s/ Daniel L. Comas
	Daniel L. Comas
	Executive Vice President and Chief Financial Officer
Date: October 20, 2010	By:	/s/ Robert S. Lutz
	Robert S. Lutz
	Senior Vice President and Chief Accounting Officer

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EX-10.1

Exhibit 10.1

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).

I. NOTICE OF STOCK OPTION GRANT

Name:

Participant ID:

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

Date of Grant
Exercise Price per Share	$
Total Number of Shares Granted
Type of Option	Nonstatutory Stock Option
Expiration Date	Tenth anniversary of Date of Grant
Vesting Schedule:
Time-Based Vesting Criteria	The time-based vesting criteria will be satisfied with respect to         % of the Options on each of the                      anniversaries of the Date of Grant.
Performance Objective:	None

II. AGREEMENT

1. Grant of Option. The Company hereby grants to the Optionee named in the Notice of Stock Option Grant (the “Optionee”), an option (the “Option”) to purchase the number of shares (the “Shares”) set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of this Agreement and the Plan, which are incorporated herein by reference. Except as set forth in Section 2(c) below, 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, Options awarded to an Optionee shall not vest until the Optionee (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such Options 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 Options. The Performance Objective and Time-Based Vesting Criteria applicable to an Option 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 Option received by an Optionee 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 Optionee by an external third party administrator of the Option awards. Further, during any approved leave of absence, to the extent permitted by applicable law the Committee shall have discretion to provide that the vesting of the Options shall be frozen as of the first day of the leave and shall not resume until and unless the Optionee returns to active employment prior to the Expiration Date of the Options.

(b) Performance Objective. The Committee shall determine whether the Performance Objective applicable to an Option 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 Options, such Options shall not be considered to have vested unless and until the Optionee has satisfied the Time-Based Vesting Criteria applicable to such Options.

(c) Age 65. Notwithstanding anything to the contrary set forth in the Plan, if the Optionee is employed in the European Economic Area as of the Date of Grant (“EU Optionee”), (1) none of the Plan provisions providing (i) for the acceleration of vesting upon an optionee’s attainment of age 65, or (ii) that options held by an optionee upon retirement after age 65 will remain outstanding and continue to vest and be exercisable until the earlier of the fifth anniversary of retirement or the expiration of the award, shall apply to any of the Options awarded pursuant to this Agreement, and (2) with respect to the Options awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to read as follows: “‘Early Retirement’ means an employee voluntarily ceases to be an Employee and the Administrator determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Administrator need not consider the definition under any other Company benefit

plan.” For the avoidance of doubt, any EU Optionee’s attainment of age 65 shall confer no rights or benefits with respect to the Options awarded pursuant to this Agreement, and Section 5(e) of this Agreement shall not apply to Options granted under this Agreement to an EU Optionee. The parties to this Agreement expressly acknowledge that this Section 2(c) supersedes any conflicting provisions in the Plan.

(d) Fractional Shares. The Company will not issue fractional shares of Common Stock upon the exercise of an Option. Any fractional share will be rounded up and issued to the Optionee in a whole share.

3. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Agreement.

(b) Method and Time of Exercise. This Option shall be exercisable by any method made available from time to time by the external third party administrator of the Option awards. An exercise may be made with respect to whole Shares only, and not for a fraction of a Share.

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 Optionee to take any reasonable action in order to comply with any such rules or regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

(c) Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act covers the Shares issued upon exercise of an Option, the Committee may require that the Optionee 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 Optionee 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 Optionee 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.

4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash, delivered to the external third party administrator of the Option awards in any methodology permitted by such third party administrator;

(b) payment under a cashless exercise program approved by the Company or through a broker-dealer sale and remittance procedure pursuant to which the Optionee (i) shall provide written instructions to a licensed broker acceptable to the Company and acting as agent for the Optionee to effect the immediate sale of some or all of the purchased Shares and to remit to the Company, out of the sale

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proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares and (ii) shall provide written direction to the Company to deliver the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or

(c) surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the exercised Shares.

5. Termination of Employment.

(a) General. In the event the Optionee’s active employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates for any reason (other than (i) in the case of any Optionee, death, (ii) in the case of any Optionee employed in any country outside the European Economic Area as of the Date of Grant (“Non-EU Optionee”), Retirement, and (iii) in the case of any EU Optionee, Early Retirement) whether or not in breach of applicable labor laws, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and Optionee’s right to receive options under the Plan shall also terminate as of the date of termination. The Committee shall have discretion to determine whether the Optionee has ceased to be actively employed by (or, if the Optionee is a consultant or director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the effective date on which such active employment (or active service-providing relationship) terminated. The Optionee’s active employer-employee or other active service-providing relationship 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) and in the event of a Optionee’s termination of employment (whether or not in breach of applicable labor laws), Optionee’s right to exercise any Option after termination of employment, if any, shall be measured by the date of termination of active employment or service and shall not be extended by any notice period mandated under applicable law. Unless the Committee provides otherwise (1) termination of the Optionee’s employment will include instances in which the Optionee is terminated and immediately rehired as an independent contractor, and (2) the spin-off, sale, or disposition of the Optionee’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) will constitute a termination of employment or service.

(b) General Termination Rule. In the event the Optionee’s employment with the Company or an Eligible Subsidiary terminates for any reason (other than (i) in the case of any Optionee, death, Disability or Gross Misconduct, (ii) in the case of any Non-EU Optionee, Retirement, and (iii) in the case of any EU Optionee, Early Retirement), whether or not in breach of applicable labor laws, the Optionee shall have a period of 90 days, commencing with the date the Optionee is no longer actively employed, to exercise the vested portion of any outstanding Options, subject to the Expiration Date of the Option. However, if the exercise of an Option following Participant’s termination of employment (to the extent such post-termination exercise is permitted under Section 11(a) of the Plan) is not covered by an effective registration statement on file with the U.S. Securities and Exchange Commission, then the Option will terminate upon the later of (i) thirty (30) days after such exercise becomes covered by an effective registration statement, or (ii) the end of the original 90 day period, but in no event may an Option be exercised after the Expiration Date of the Option.

(c) Death. Upon Optionee’s death prior to termination of employment, all unexpired options shall become fully exercisable and may be exercised for a period of twelve (12) months thereafter (subject to the Expiration Date of the Option) by the personal representative of the Optionee’s estate or any other person to whom the Option is transferred under a will or under the applicable laws of descent and distribution.

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(d) Disability. In the event the Optionee’s employment with the Company or an Eligible Subsidiary terminates by reason of the Optionee’s Disability, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and the Optionee shall have until the first anniversary of the Optionee’s termination of employment for Disability (subject to the Expiration Date of the Option) to exercise the vested portion of any outstanding Options.

(e) Normal Retirement. In the event any Non-EU Optionee 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 Non-EU Optionee’s Normal Retirement the Non-EU Optionee holds Options that remain subject to any Performance Objective, the Options shall remain outstanding for up to the fifth anniversary of such date (or if earlier, up to the Expiration Date of the Option) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the Options shall remain outstanding and may be exercised up until the fifth anniversary of the date of the Non-EU Optionee’s Normal Retirement (or if earlier, up until the Expiration Date of the Options)). In the event the Non-EU Optionee 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 Non-EU Optionee’s Normal Retirement, the Non-EU Optionee holds Options that are not subject to any unsatisfied Performance Objective, the Options shall remain outstanding and may be exercised up until the fifth anniversary of such date (or if earlier, up until the Expiration Date of the Option).

(f) Early Retirement. In the event the Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary and the Committee determines that the cessation of Optionee’s employment constitutes Early Retirement, the Optionee’s unvested Options shall remain outstanding and shall continue to vest (as to both the Performance Objective and Time-Based Vesting Criteria, as applicable) for a period of five (5) years following the date of the Optionee’s Retirement (subject to the Expiration Date of the Option).

(g) Gross Misconduct. If the Optionee’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct, the Optionee’s unexercised Options shall terminate immediately as of the time of termination, without consideration.

(h) Violation of Post-Employment Covenant. To the extent that any of the Optionee’s Options remain outstanding under the terms of the Plan or this Agreement after termination of the Optionee’s employment with the Company or an Eligible Subsidiary, such Options shall nevertheless expire as of the date the Optionee violates any covenant not to compete or other post-employment covenant that exists between the Optionee on the one hand and the Company or any subsidiary of the Company, on the other hand.

(i) Substantial Corporate Change. Upon a Substantial Corporate Change, the Optionee’s outstanding Options shall terminate unless provision is made for the assumption or substitution of such Options as provided in Section 16(b) of the Plan.

6. Non-Transferability of Option; Term of Option.

(a) Unless the Committee determines otherwise in advance in writing, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs and permitted successors and assigns of the Optionee.

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(b) Notwithstanding any other term in this Agreement, this Option may be exercised only prior to the Expiration Date set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.

7. Amendment of Option 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 Optionee with respect to the subject matter hereof. Optionee 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 Option in any respect at any time; provided, however, that modifications to this Agreement or the Plan that materially and adversely affect the Optionee’s rights hereunder can be made only in an express written contract signed by the Company and the Optionee. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement and Optionee’s rights under outstanding Options as it deems necessary or advisable, in its sole discretion and without the consent of the Optionee, (1) upon a Substantial Corporate Change, (2) as required by law, or (3) to comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this award of Options.

8. Tax Obligations.

(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Optionee (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 Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains the Optionee’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 Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise 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 Option to reduce or eliminate the Optionee’s liability for Tax Related Items. Further, if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee 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.

Prior to the relevant taxable event, Optionee 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 Optionee 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 Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) require the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to

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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 Optionee’s participation in the Plan or the Optionee’s purchase of Shares 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 (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to honor the exercise and refuse to deliver the Shares to the Optionee if the Optionee fails to comply with Optionee’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 Options granted to Optionees 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 Options shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any Options granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Optionee by Section 409A, and the Optionee shall have no recourse against the Company or any of its affiliates 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 Optionee 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 Optionee’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

If the Optionee is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his 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 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 Optionee’s separation from service, or (ii) the Optionee’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 Optionee’s separation from service.

9. Rights as Shareholder. Until all requirements for exercise of the Option pursuant to the terms of this Agreement and the Plan have been satisfied, the Optionee shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.

10. No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and the Optionee and this Agreement shall not confer upon the Optionee any right to continuation of employment with the Company or any of its Subsidiaries, nor shall this

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Agreement interfere in any way with the Company’s or any of its Subsidiaries right to terminate the Optionee’s employment at any time, with or without cause (subject to any employment agreement an Optionee 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 Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, 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 Optionees 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 Option for construction and interpretation.

13. Electronic Delivery.

(a) If the Optionee executes this Agreement electronically, for the avoidance of doubt Optionee 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. Optionee acknowledges that upon request of the Company he or she shall also provide an executed, paper form of this Agreement.

(b) If the Optionee 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 Optionee executes this Agreement multiple times (for example, if the Optionee first executes this Agreement in electronic form and subsequently executes the Agreement in paper form), the Optionee 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 Option relating to the number of Shares set forth in the Notice of Stock Option 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 Option, to participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Optionee 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 Optionee hereby consents to receive such documents by electronic delivery. At the Optionee’s written request to the Secretary of the Company, the Company shall provide a paper copy of any document at no cost to the Optionee.

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14. Data Privacy. Optionee 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 Optionee’s participation in the Plan and in the Company’s Amended 1998 Plan.

Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited to, Optionee’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 Option or any other option or other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of implementing, administering and managing the Plan and/or the Amended 1998 Plan (“Data”). Optionee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan and/or the Amended 1998 Plan, that these recipients may be located in Optionee’s country or elsewhere, including outside the European Economic Area, and that the recipients’ country may have different data privacy laws and protections than Optionee’s country. Optionee 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 Optionee’s participation in the Plan and/or in the Amended 1998 Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Optionee may elect to deposit any Shares acquired upon exercise of the Option or any other option or other entitlement to Shares.

Optionee 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. Optionee 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 Amended 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. Optionee understands, however, that refusing or withdrawing such consent may affect his or her ability to participate in the Plan and/or the Amended 1998 Plan. In addition, Optionee 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 Optionee’s withdrawal of such consent. For more information on the consequences of refusal to consent or withdrawal of consent, Optionee 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 Option 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.

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17. 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 this Option, 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.

18. Nature of Option. In accepting the Option, Optionee acknowledges and agrees that:

(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;

(b) all decisions with respect to future option grants, if any, shall be at the sole discretion of the Company;

(c) Optionee’s participation in the Plan is voluntary;

(d) the Option is 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 Optionee’s employment or service contract, if any;

(e) the Option is 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, 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;

(f) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;

(g) the future value of the Shares is unknown and cannot be predicted with certainty;

(h) if the Shares do not increase in value, the Option will have no value;

(i) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;

(j) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;

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(k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and

(l) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.

19. Language. If Optionee has received this Agreement, the Plan 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.

20. Addendum. The Option shall be subject to the special terms and provisions (if any) set forth in the Addendum A to this Agreement for Optionee’s country of residence. Moreover, if Optionee relocates to one of the countries included in the Addendum A, the special terms and conditions for such country will apply to Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the Option. Addendum A constitutes part of this Agreement. In addition, the Company reserves the right to impose other requirements on the Option and any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in adverse accounting expense to the Company, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

21. Recoupment. The Options granted pursuant to this Agreement are subject to the terms of the Danaher Corporation Recoupment Policy in the form approved by the Committee as of the Date of Grant (a copy of the Recoupment Policy as it exists from time to time is available on Danaher’s internal website) (the “Policy”), if and to the extent such Policy by its terms applies to the Options; and the terms of the Policy as of the Date of Grant are incorporated by reference herein and made a part hereof.

22. Notices. The Company may, directly or through its third party stock plan administrator, endeavor to provide certain notices to Optionee regarding certain events relating to awards that the Optionee may have received or may in the future receive under the 1998 Plan and/or the Plan, such as notices reminding Optionee of the vesting or expiration date of certain awards. Optionee 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 Optionee the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its affiliates and the third party stock plan administrator have no liability for, and the Optionee has no right whatsoever (whether pursuant to this Agreement or otherwise) to make any claim against the Company, any of its affiliates or the third party stock plan administrator based on any allegations of, damages or harm suffered by the Optionee as a result of the Company’s failure to provide any such notices or Optionee’s failure to receive any such notices.

23. Consent and Agreement With Respect to Plans. Optionee (1) acknowledges that the Plan and the prospectus relating thereto are available to Optionee on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions

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of the Agreement and the Plan; (3) accepts this Option subject to all of the terms and provisions thereof; (4) 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 Optionee 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; and (5) 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.

In addition, in consideration of the Option and by signing/electronically accepting this Agreement, the Optionee agrees as follows with respect to any stock options or restricted stock units held by Optionee that were previously granted under the Company’s 1998 Stock Option Plan as it has existed from time to time: the Optionee (1) acknowledges that the Company’s Board of Directors approved an amended version of the 1998 Stock Option Plan in July 2009 and that the amended version of the 1998 Stock Option Plan (the “Amended 1998 Plan”) and the prospectus relating thereto are available to Optionee on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read the Amended 1998 Plan and the prospectus relating thereto and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice and fully understands all provisions of the Amended 1998 Plan; (3) consents and agrees to the Amended 1998 Plan (and for the avoidance of doubt consents and agrees to each amended term reflected in the Amended 1998 Plan); (4) consents and agrees that all options and restricted stock units, if any, held by Optionee that were previously granted under the 1998 Stock Option Plan as it has existed from time to time are now governed by the Amended 1998 Plan as in effect on the date of this Agreement; and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Amended 1998 Plan. Optionee further agrees to notify the Company upon any change in his or her residence address.

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[If the Agreement is signed in paper form, complete and execute the following:]

OPTIONEE	DANAHER CORPORATION
Signature	Signature
Print Name	Print Name
	Title
Residence Address

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ADDENDUM A

This Addendum A includes additional terms and conditions that govern the Option granted to Optionee if Optionee 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 Agreement or the Plan.

This Addendum A may also include information regarding exchange controls and certain other issues of which Optionee should be aware with respect to Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws concerning Options in effect as of June 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Optionee not rely on the information noted herein as the only source of information relating to the consequences of Optionee’s participation in the Plan as the information may be out of date at the time Optionee exercises the Option or sells Shares acquired under the Plan.

In addition, this Addendum A is general in nature and may not apply to Optionee’s particular situation, and the Company is not in a position to assure Optionee of any particular result. Accordingly, Optionee is strongly advised to seek appropriate professional advice as to how the relevant laws in Optionee’s country apply to Optionee’s specific situation.

If Optionee resides in a country but is considered a citizen or resident of another country for purposes of the country in which Optionee resides, the information contained in this Addendum A may not be applicable to Optionee.

OPTIONEES IN CHINA, ISRAEL, ITALY, SWITZERLAND, AND VIETNAM

Method of Exercise

Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, Optionees residing in mainland China, Israel, Italy, Switzerland and Vietnam will be restricted to the cashless sell-all method of exercise with respect to their Options. To complete a cashless sell-all exercise, Optionee understands that Optionee needs to instruct the broker to: (i) sell all of the purchased Shares issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to Optionee. In the event of changes in regulatory requirements, the Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise, cashless sell-to-cover exercise or any other method of exercise and payment deemed appropriate by the Company.

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OPTIONEES IN ARGENTINA

Securities Law Notice

Optionee understands that neither the grant of the Option nor the purchase of Shares constitute a public offering as defined by the Law 17,811, or any other Argentine law. The offering of the Option is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

OPTIONEES IN CANADA

Consent to Receive Information in English for Optionees in Quebec

The parties acknowledge that it is their express wish that this 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 de cette convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

OPTIONEES IN CHILE

Securities Law Notice

Neither the Company nor Shares underlying the Option are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

OPTIONEES IN CHINA

Exchange Control Notice

Optionee understands and agrees that, pursuant to local exchange control requirements, Optionee will be required to repatriate the cash proceeds from the immediate sale of the Shares issued upon exercise to China. Optionee understands that, under local law, such repatriation of his or her cash proceeds may need to be effected through a special foreign exchange control account established by the Company or one of its subsidiaries or by Optionee’s Employer and Optionee hereby consents and agrees that any proceeds from the sale of any Shares he or she acquires may be transferred to such special account prior to being delivered to Optionee.

OPTIONEES IN HONG KONG

Securities Law Notice

The grant of the Option and the Shares issued upon exercise of the Option do not constitute a public offer of securities and are available only to eligible Employees.

Please be aware that the contents of the Agreement, including this Addendum A, and the Plan have not been reviewed by any regulatory authority in Hong Kong. Optionee is advised to exercise caution in relation to the Option. If Optionee is in any doubt about any of the contents of this Agreement, including this Addendum A, or the Plan, Optionee should obtain independent professional advice.

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OPTIONEES IN INDIA

Exchange Control Notice

To the extent required by law, Optionee must repatriate to India foreign currency that is due or has accrued (either by way of dividend or sales proceeds) and convert such amounts to local currency within a reasonable period of time (but not later than 90 days after receipt). If required by law, Optionee also must obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where Optionee deposited the foreign currency and Optionee must deliver a copy of the FIRC to the Employer.

Because exchange control regulations can change frequently and without notice, Optionee should consult his or her personal legal advisor before selling Shares to ensure compliance with current regulations. It is Optionee’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 Optionee’s failure to comply with applicable laws.

OPTIONEES IN IRELAND

Director Notification

If Optionee is a director, shadow director or secretary of an Irish Subsidiary of the Company, he or she is subject to certain notification requirements under Section 53 of the Companies Act, 1990. Among these requirements is Optionee’s obligation to notify the Irish Subsidiary in writing within five business days of receiving or disposing of an interest in the Company (e.g., Options, Shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement, or within five business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies to any rights acquired by Optionee’s spouse or minor children (under the age of 18).

OPTIONEES IN ITALY

Plan Document Acknowledgement

In accepting the Option, Optionee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Addendum A, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Addendum A.

Optionee further acknowledges that he or she has read and specifically and expressly approves the following paragraphs of the Agreement: Tax Obligations; No Employment Contract; Nature of Option; Language; and Governing Law and Venue.

OPTIONEES IN KOREA

Exchange Control Notice

Exchange control laws require Korean residents who realize US$500,000 or more from the sale of Shares to repatriate the sale proceeds back to Korea within eighteen months of the sale.

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If Optionee remits funds to purchase Shares, the remittance must be “confirmed” by a foreign exchange bank in Korea. To receive the confirmation, Optionee should submit the following to the foreign exchange bank: (i) a prescribed form application; (ii) the Agreement and any other Plan documents received; and (iii) certificate of employment with the local employer. Optionee should check with the bank to determine whether there are any additional requirements.

OPTIONEES IN MEXICO

Labor Law Acknowledgement

These provisions supplement Section 18 of the Agreement:

By accepting the Options, Optionee acknowledges that he or she understands and agrees that: (i) the Option is not related to the salary and other contractual benefits granted to Optionee 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 invitation 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 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of America, is solely responsible for the administration of the Plan and participation in the Plan and, in Optionee’s case, the acquisition of Shares does not, in any way establish an employment relationship between Optionee and the Company since Optionee is participating in the Plan on a wholly commercial basis and the sole employer is the Subsidiary employing Optionee, as applicable, nor does it establish any rights between Optionee and the Employer.

Plan Document Acknowledgment

By accepting the Option grant, Optionee acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, Optionee further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in the Nature of Option, Section 18 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 Option.

Finally, Optionee hereby declares that he or she 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.

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Spanish Translation

Reconocimiento de la Ley Laboral

Estas disposiciones complementan Apartado 18 del Acuerdo:

Por medio de la aceptación de la Opción, quien tiene la opción manifiesta que entiende y acuerda que: (i) la Opción no se encuentra relacionada con el salario ni con otras prestaciones contractuales concedidas al que tiene la opción por parte del patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o desmejora en los términos y condiciones de empleo.

Declaración de Política

La invitación por parte de la Compañía 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 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of America, es la única responsable de la administración del Plan y de la participación en el mismo y, en el caso del que tiene la opción, la adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el que tiene la opción y la Compañía, ya que la participación en el Plan por parte del que tiene la opción es completamente comercial y el único patrón es la Subsidiaria que esta contratando al que tiene la opción, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la opción y el patrón.

Reconocimiento del Plan de Documentos

Por medio de la aceptación de la Opción, el que tiene la opción reconoce que ha recibido copias del Plan, que el mismo ha sido revisado al igual que la totalidad del Acuerdo y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el Acuerdo, el que tiene la opción reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Naturaleza del Opción, Apartado 18 del Acuerdo, sección 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 Opción.

Finalmente, por medio de la presente quien tiene la opción 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.

OPTIONEES IN RUSSIA

Securities Law Notice

Optionee acknowledges that the Agreement, the grant of the Option, the Plan and all other materials Optionee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

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Optionee acknowledges that he or she may hold Shares issued upon exercise of the Option in Optionee’s account with the Company’s third party administrator in the U.S. However, in no event will Shares issued to Optionee under the Plan be delivered to Optionee in Russia.

OPTIONEES IN SINGAPORE

Securities Law Notice

The grant of the Option is being made on a private basis and is, therefore, exempt from registration in Singapore.

Director Notification

If Optionee is a director of a Singapore Subsidiary of the Company, Optionee must notify the Singapore Subsidiary in writing within two days of Optionee receiving or disposing of an interest (e.g., Options, Shares) in the Company or any Subsidiary or within two days of becoming a director if such an interest exists at the time. This notification alert also applies to an associate director of the Singapore Subsidiary and to a shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors of the Singapore Subsidiary but who has sufficient control so that the board of directors of the Singapore Subsidiary acts in accordance with the “directions and instructions” of the individual).

OPTIONEES IN SPAIN

Securities Law Notice

The Options granted by the Company do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Agreement have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.

Nature of Plan

This provision supplements Section 18 of the Agreement. In accepting the grant, Optionee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

Optionee understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Options under the Plan to individuals who may be Employees of the Company or a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or Subsidiary on an ongoing basis. Consequently, Optionee understands that the Option is granted on the assumption and condition that the Option and the Shares issued upon exercise of the Option shall not become a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Optionee understands that the grant of the Option would not be made to Optionee but for the assumptions and conditions referred to above; thus, Optionee 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 Option grant shall be null and void.

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Exchange Control Notice

When receiving foreign currency payments in excess of €50,000 derived from the ownership of Shares (i.e., as a result of the sale of the Shares), Optionee must inform the financial institution receiving the payment, the basis upon which such payment is made. Optionee will need to provide the institution with the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) additional information that may be required.

To participate in the Plan, Optionee must comply with exchange control regulations in Spain that require that the purchase and sale of Shares be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Industry, Tourism and Commerce. Because the Optionee will not purchase or sell the Shares through the use of a Spanish financial institution, he or she must make the declaration by filing a D-6 form with the DGCI. Generally, the D-6 form must be filed each January while the Shares are owned or to report the sale of Shares.

OPTIONEES IN TAIWAN

Exchange Control Notice

Optionees may acquire foreign currency, and remit the same out of Taiwan, up to US$5 million per year without justification. When remitting funds for the purchase of Shares pursuant to the Plan, such remittances should be made through an authorized foreign exchange bank. In addition, if Optionee remits TWD$500,000 or more in a single transaction, he or she 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, Optionee also must provide supporting documentation to the satisfaction of the remitting bank.

OPTIONEES IN THAILAND

Exchange Control Notice

Optionee must immediately repatriate the proceeds from the sale of Shares and any cash dividends received in relation to the Shares to Thailand and convert the funds to Thai Baht within 360 days of receipt. If the repatriated amount is U.S. $20,000 or more, Optionee must report the inward remittance by submitting the Foreign Exchange Transaction Form to an authorized agent, i.e., a commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency.

OPTIONEES IN THE UNITED KINGDOM

The following replaces Section 8(a) of the Option Agreement in its entirety:

(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains the Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items

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in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise 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 Option to reduce or eliminate the Optionee’s liability for Tax Related Items. Further, if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee 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.

As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Optionee 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 Optionee (with respect to the Option granted hereby as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) require the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event.

Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days of the Chargeable Event (the “Due Date”), Optionee agrees that the amount of any uncollected Tax-Related Items shall (assuming Optionee is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Optionee to the Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this Section, the Company may refuse to honor the exercise and refuse to deliver the Shares acquired under the Plan. 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 (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount.

OPTIONEES IN VIETNAM

Exchange Control Notice

Optionee understands and agrees to comply with applicable exchange control regulations in Vietnam in connection with his or her Option. Without limiting the foregoing, Optionee understands and agrees that (i) he or she will be required to immediately repatriate the proceeds from the sale of Shares to Vietnam, (ii) such repatriation must be made through a foreign currency account at an authorized bank, (iii) such account must be registered with the State Bank of Vietnam, and (iv) such proceeds may need to be converted to Vietnamese Dong, if required.

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Because the exchange control regulations change frequently and without notice, Optionee should consult his or her legal advisor prior to exercising the Option to ensure compliance with current regulations.

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EX-10.2

Exhibit 10.2

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

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:

Date of Grant
Number of Restricted Stock Units
Expiration Date
Vesting Schedule:
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.
Performance Objective	Please see attached Addendum A

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 of this Agreement and the Plan, which are incorporated herein by reference. Except as set forth in Section 2(c) below, 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, 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 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 anything to the contrary set forth in the Plan, if the Participant is employed in the European Economic Area as of the Date of Grant (“EU Participant”), (1) none of the Plan provisions providing (i) for the acceleration of vesting upon a participant’s attainment of age 65, or (ii) that RSUs held by a Participant upon retirement after age 65 may remain outstanding until the earlier of the fifth anniversary of retirement or the expiration of the award to determine whether any performance-based vesting conditions become satisfied, shall apply to any of the RSUs awarded pursuant to this Agreement, and (2) with respect to the RSUs awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to read as follows: “‘Early Retirement’ means an employee voluntarily ceases to be an Employee and the Administrator determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Administrator need not consider the definition under any other Company benefit plan.” For the avoidance of doubt, any EU Participant’s attainment of age 65 shall confer no rights or benefits with respect to the RSUs awarded pursuant to this Agreement, and Section 4(c) of this Agreement shall not apply to RSUs granted under this Agreement to an EU Participant. The parties to this Agreement expressly acknowledge that this Section 2(c) supersedes any conflicting provisions in the Plan.

(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 be rounded up and converted into a whole share of Common Stock (“Share”) and issued to the Participant.

3. Form and Timing of Payment; Conditions to Issuance of Shares.

(a) 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 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 within 30 days of the Vesting Date.

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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 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 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.

4. Termination of Employment.

(a) General. In the event the Participant’s active employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates for any reason (other than (i) in the case of any Participant, death, (ii) in the case of any Participant employed in any country outside the European Economic Area as of the Date of Grant (“Non-EU Participant”), Retirement, and (iii) in the case of any EU Participant, Early Retirement) whether or not in breach of applicable labor laws, all unvested RSUs shall be automatically forfeited by the Participant as of the date of termination and Participant’s right to receive RSUs under the Plan shall also terminate as of the date of termination. 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 Eligible Subsidiary, and the effective date on which such active employment (or active service-providing relationship) terminated. The Participant’s active employer-employee or other active service-providing relationship 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 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) will constitute a termination of employment or service.

(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 any Non-EU Participant voluntarily terminates his or her employment with the Company or an Eligible Subsidiary at or after reaching age 65, and as of

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the date of the Non-EU Participant’s Normal Retirement the Non-EU 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 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 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).

(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; Term of RSUs.

(a) 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.

(b) Notwithstanding any other term in this Agreement, the vesting criteria (including any performance objective) applicable to the RSUs must be satisfied if at all prior to the Expiration Date set out in the Notice of Grant.

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

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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 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 of the Internal Revenue Code of 1986 (“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 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 Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, 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.

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 (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) 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 (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) 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 Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), 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.

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(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. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates 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 affiliates 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” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his 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 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 or to have any of the rights of a shareholder with respect to any Shares.

9. 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).

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 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

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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.

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 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.

(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.

13. 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 1998 Plan.

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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 Amended 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 Amended 1998 Plan, that these recipients may be located in Participant’s country or elsewhere, including outside the European Economic Area, and that the recipients’ country may have different data privacy laws and 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 Amended 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 Amended 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 Amended 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.

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 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, 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.

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17. Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that:

(a) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs, even if RSUs have been awarded repeatedly in the past;

(b) all decisions with respect to future awards, if any, shall be at the sole discretion of the Company;

(c) Participant’s participation in the Plan is voluntary;

(d) the award of RSUs and the Shares subject to the RSUs 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 Participant’s employment or service contract, if any;

(e) the award of RSUs and the Shares subject to the RSUs 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, 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;

(f) the award of RSUs and Participant’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;

(g) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(h) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value;

(i) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim;

(j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and

(k) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

18. Language. If 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.

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19. Addendum B. The RSUs shall be subject to the special terms and provisions (if any) set forth in the Addendum B to this Agreement for Participant’s country of residence. Moreover, if Participant relocates to one of the countries included in the Addendum B, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the RSUs. The Addendum B constitutes part of this Agreement. In addition, the Company reserves the right to impose other requirements on the RSU and any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in any adverse accounting expense to the Company, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

20. 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 as of the Date of Grant (a copy of the Recoupment Policy as it exists from time to time is available on Danaher’s internal website) (the “Policy”), if and to the extent such Policy by its terms applies to the RSUs; and the terms of the Policy as of the Date of Grant are incorporated by reference herein and made a part hereof.

21. Notices. The Company may, directly or through its third party stock plan administrator, endeavor to provide certain notices to Participant regarding certain events relating to awards that the Participant may have received or may in the future receive under the 1998 Plan and/or the Plan, such as notices reminding Participant of the vesting or expiration date of certain awards. 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 Participant the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its affiliates 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 affiliates 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 Participant’s failure to receive any such notices.

22. Consent and Agreement With Respect to Plans. Participant (1) acknowledges that the Plan and the prospectus relating thereto are available to Participant on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of the Agreement and the Plan; (3) accepts these RSUs subject to all of the terms and provisions thereof; (4) 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 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; and (5) 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.

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In addition, in consideration of the RSUs and by signing/electronically accepting this Agreement, the Participant agrees as follows with respect to any stock options or restricted stock units held by Participant that were previously granted under the Company’s 1998 Stock Option Plan as it has existed from time to time: the Participant (1) acknowledges that the Company’s Board of Directors approved an amended version of the 1998 Stock Option Plan in July 2009 and that the amended version of the 1998 Stock Option Plan (the “Amended 1998 Plan”) and the prospectus relating thereto are available to Participant on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read the Amended 1998 Plan and the prospectus relating thereto and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice and fully understands all provisions of the Amended 1998 Plan; (3) consents and agrees to the Amended 1998 Plan (and for the avoidance of doubt consents and agrees to each amended term reflected in the Amended 1998 Plan); (4) consents and agrees that all options and restricted stock units, if any, held by Participant that were previously granted under the 1998 Stock Option Plan as it has existed from time to time are now governed by the Amended 1998 Plan as in effect on the date of this Agreement; and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Amended 1998 Plan. Participant further agrees to notify the Company upon any change in his or her residence address.

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[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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ADDENDUM A

The performance objectives for the performance based restricted stock unit grants referenced in the Agreement are (1) the Company’s achievement of four consecutive fiscal quarters of positive net income during the period between the Date of Grant and the tenth anniversary of the Date of Grant, and (2) the completion of four consecutive calendar quarters, commencing after the Date of Grant and ending on or prior to the tenth anniversary of the Date of Grant, in which the Company’s Adjusted EPS exceeds 110% of the Adjusted EPS for the four completed fiscal quarters ended as of the last day of the last fiscal quarter immediately preceding the Date of Grant.

“Adjusted EPS” means fully diluted earnings per share as determined pursuant to generally accepted accounting principles consistently applied (“GAAP”), but excluding (1) extraordinary or nonrecurring items in accordance with GAAP, (2) the impact of any change in accounting principles that occurs during either the baseline period or the performance period and the cumulative effect thereof (the committee may either apply the changed accounting principle to the baseline period and the performance period, or exclude the changed accounting principle from both periods), other than changes relating to the adoption of Statement of Financial Accounting Standard (SFAS) No. 141 (R), Business Combinations, which are addressed as appropriate in subsection (6) below, (3) goodwill and other intangible impairment charges, (4) gains or charges associated with discontinued operations, (5) gains or charges related to the sale or impairment of assets, (6)(i) all transaction costs directly related to acquisitions, (ii) all restructuring charges directly related to acquisitions and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of acquisition-related contingent liabilities identified as of the acquisition date, and (iv) all other charges directly related to acquisitions and incurred within two years of the acquisition date, and (7) the impact of any discrete income tax charges or benefits identified in the period; provided, that with respect to the gains and charges referred to in sections (3), (4), (5), (6)(iii), (6)(iv) and (7), only gains or charges that individually or as part of a series of related items exceed $10 million in aggregate during the baseline and measurement periods are excluded.

These performance criteria are in addition to the time-based vesting criteria that apply to these awards.

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ADDENDUM B

This Addendum B includes additional terms and conditions that govern the RSUs granted to Participant if Participant 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 Notice of Grant, the Agreement or the Plan.

This Addendum B may also include information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws concerning RSUs in effect as of June 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information noted herein as the only source of information relating to the consequences of Participant’s participation in the Plan as the information may be out of date at the time Participant vests in the RSUs or sells Shares acquired under the Plan.

In addition, this Addendum B is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is strongly advised to seek appropriate professional advice as to how the relevant laws in Participant’s country apply to Participant’s specific situation.

If Participant resides in a country but is considered a citizen or resident of another country for purposes of the country in which Participant resides, the information contained in this Addendum B may not be applicable to Participant.

PARTICIPANTS IN ARGENTINA

Securities Law Notice

Participant understands that neither the grant of the RSUs nor the Shares to be issued pursuant to the Award constitute a public offering as defined by the Law 17,811, or any other Argentine law. The offering of the RSUs is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

PARTICIPANTS IN AUSTRALIA

RSUs Payable Only in Shares

RSUs granted to Participants in Australia shall be paid in Shares only and do not provide any right for Participants to receive a cash payment, notwithstanding any discretion contained in the Plan, or any provision in the Agreement to the contrary.

Securities Law Notice

If Participant acquires Shares pursuant to the vesting/settlement of the RSUs and offers his or her Shares for sale to a person or entity resident in Australia, Participant’s offer may be subject to disclosure requirements under Australian law. Participant should obtain legal advice on his or her disclosure obligations prior to making any such offer.

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PARTICIPANTS IN CANADA

Consent to Receive Information in English for Participants in Quebec

The parties acknowledge that it is their express wish that this 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 de cette convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

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.

PARTICIPANTS IN CHILE

Securities Law Notice

Neither the Company nor Shares underlying the RSUs are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

PARTICIPANTS IN CHINA

Exchange Control Notice

Participant understands and agrees that, pursuant to local exchange control requirements, Participant will be required to repatriate the cash proceeds from the sale of the Shares issued upon conversion of the RSUs to China. Participant understands that, under applicable law, such repatriation of his or her cash proceeds may need to be effected through a special foreign exchange control account established by the Company or one of its subsidiaries or by Participant’s Employer and Participant hereby consents and agrees that any proceeds from the sale of any Shares he or she acquires may be transferred to such special account prior to being delivered to Participant.

Furthermore, to facilitate compliance with any applicable laws or regulations in China, Participant agrees and acknowledges that the Company (or a brokerage firm instructed by the Company) is entitled to either (1) immediately sell all Shares issued to Participant at vesting (on Participant’s behalf and at Participant’s direction pursuant to this authorization) or (2) sell the Shares acquired at vesting if Participant ceases employment with the Company or any Subsidiary (on Participant’s behalf and at Participant’s direction pursuant to this authorization). In this event, the proceeds of the sale of such Shares, less any Tax-Related Items and broker’s fees or commissions, will be remitted to Participant in accordance with applicable exchange control laws and regulations.

In addition, please note that exchange control restrictions may limit Participant’s ability to access and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. Participant should confirm the procedures and requirements for withdrawals and conversions of foreign currency with his or her local bank prior to the vesting of the RSUs/sale of the Shares.

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PARTICIPANTS IN FRANCE

Consent to Receive Information in English

By accepting the RSUs, Participant confirms having read and understood the Plan, the Notice of Grant, the Agreement and this Addendum B, including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those documents accordingly.

Consentement afin de Recevoir des Informations en Anglais

En acceptant les Droits sur les Actions Assorties de Restrictions, le Bénéficiaire confirme qu’il ou qu’elle a lu et compris le Plan, la Notification d’Attribution, le Contrat et les Annexes, inclus tous les termes et conditions y relatifs, qui sont produits en langue anglaise. Le Bénéficiaire accepte les termes de ces documents en conséquence.

PARTICIPANTS IN HONG KONG

Securities Law Notice

The grant of RSUs and the Shares issued upon vesting of the RSUs do not constitute a public offer of securities and are available only to eligible Employees.

Please be aware that the contents of the Agreement, including this Addendum B, and the Plan have not been reviewed by any regulatory authority in Hong Kong. Participant is advised to exercise caution in relation to the RSU award. If Participant is in any doubt about any of the contents of this Agreement, including this Appendix, or the Plan, Participant should obtain independent professional advice.

PARTICIPANT IN INDIA

Exchange Control Notice

To the extent required by law, Participant must repatriate to India foreign currency that is due or has accrued (either by way of dividend or sales proceeds) and convert such amounts to local currency within a reasonable period of time (but not later than 90 days after receipt). If required by law, Participant also must obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where Participant deposited the foreign currency and Participant must deliver a copy of the FIRC to the Employer.

Because exchange control regulations can change frequently and without notice, Participant should consult his or her personal legal advisor before selling Shares to ensure compliance with current regulations. It is 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 Participant’s failure to comply with applicable laws.

PARTICIPANTS IN IRELAND

Director Notification

If Participant is a director, shadow director or secretary of an Irish Subsidiary of the Company, he or she is subject to certain notification requirements under Section 53 of the Companies Act, 1990. Among these requirements is Participant’s obligation to notify the Irish Subsidiary in writing within five business

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days of receiving or disposing of an interest in the Company (e.g., RSUs, Shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement, or within five business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies to any rights acquired by Participant’s spouse or minor children (under the age of 18).

PARTICIPANTS IN ITALY

Plan Document Acknowledgement

In accepting the RSU, Participant acknowledges that he or she has received a copy of the Plan and the Agreement and 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.

Participant further acknowledges that he or she has read and specifically and expressly approves the following paragraphs of the Agreement: Tax Obligations; No Employment Contract; Nature of RSUs; Language; and Governing Law and Venue.

PARTICIPANTS IN KOREA

Exchange Control Notice

Exchange control laws require Korean residents who realize US$500,000 or more from the sale of Shares to repatriate the sale proceeds back to Korea within eighteen months of the sale.

PARTICIPANTS IN MEXICO

Labor Law Acknowledgement

These provisions supplement Section 17 of the Agreement:

By accepting the RSUs, Participant acknowledges that he or she understands and agrees that: (i) the RSU is not related to the salary and other contractual benefits granted to 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 invitation 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 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of America, is solely responsible for the administration of the Plan and participation in the Plan and, in Participant’ case, the acquisition of Shares does not, in any way establish an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis and the sole employer is the Subsidiary employing Participant, as applicable, nor does it establish any rights between Participant and the Employer.

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Plan Document Acknowledgment

By accepting the RSU award, Participant acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in the Nature of RSUs, 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, Participant hereby declares that he or she 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

Estas disposiciones complementan Apartado 17 del Acuerdo:

Por medio de la aceptación de la RSU, quien tiene la RSU manifiesta que entiende y acuerda que: (i) la RSU no se encuentra relacionada con el salario ni con otras prestaciones contractuales concedidas al que tiene la RSU por parte del patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o desmejora en los términos y condiciones de empleo.

Declaración de Política

La invitación por parte de la Compañía 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 2099 Pennsylvania Avenue, NW, 12th Floor, Washington, D.C., United States of America, es la única responsable por la administración del Plan y de la participación en el mismo y, en el caso del que tiene la RSU, la adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el que tiene la RSU y la Compañía, ya que la participación en el Plan por parte del que tiene la RSU es completamente comercial y el único patrón es la 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

Por medio de la aceptación de la RSU, el que tiene la RSU reconoce que ha recibido copias del Plan, que el mismo ha sido revisado al igual que la totalidad del Acuerdo y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.

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Adicionalmente, al firmar el Acuerdo, el que tiene la RSU reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Naturaleza del RSUs, Apartado 17 del Acuerdo, sección 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.

Finalmente, por medio de la presente quien tiene la RSU 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.

PARTICIPANTS IN RUSSIA

Securities Law Notice

Participant acknowledges that the Agreement, the grant of the RSUs, the Plan and all other materials Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Participant acknowledges that he or she may hold Shares issued under the Plan in Participant’s account with the Company’s third party administrator in the U.S. However, in no event will Shares issued to Participant under the Plan be delivered to Participant in Russia.

PARTICIPANTS IN SINGAPORE

Securities Law Notice

The grant of the RSU is being made on a private basis and is, therefore, exempt from registration in Singapore.

Director Notification

If Participant is a director of a Singapore Subsidiary of the Company, Participant must notify the Singapore Subsidiary in writing within two days of Participant receiving or disposing of an interest (e.g., RSUs, Shares) in the Company or any Subsidiary or within two days of becoming a director if such an interest exists at the time. This notification alert also applies to an associate director of the Singapore Subsidiary and to a shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors of the Singapore Subsidiary but who has sufficient control so that the board of directors of the Singapore Subsidiary acts in accordance with the “directions and instructions” of the individual).

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PARTICIPANTS IN SPAIN

Securities Law Notice

The RSUs granted by the Company do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Agreement have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.

Nature of Plan

This provision supplements Section 17 of the Agreement. In accepting the grant, Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

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 a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or Subsidiary on an ongoing basis. Consequently, Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the Shares issued upon vesting of the RSUs shall not become a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Participant understands that the grant of the RSUs would not be made to Participant but for the assumptions and conditions referred to above; thus, 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 RSU grant shall be null and void.

Exchange Control Notice

When receiving foreign currency payments derived from the ownership of Shares in excess of €50,000 (i.e., as a result of the sale of the Shares), Participant must inform the financial institution receiving the payment, the basis upon which such payment is made. Participant will need to provide the institution with the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) additional information that may be required.

To participate in the Plan, Participant must comply with exchange control regulations in Spain that require that the purchase and sale of Shares be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Industry, Tourism and Commerce. Because Participant will not purchase or sell the Shares through the use of a Spanish financial institution, he or she must make the declaration by filing a D-6 form with the DGCI. Generally, the D-6 form must be filed each January while the Shares are owned or to report the sale of Shares.

PARTICIPANTS IN TAIWAN

Exchange Control Notice

If Participant is a resident of Taiwan (including an expatriate holding an Alien Resident Certificate), he or she may acquire foreign currency and remit the same out of or into Taiwan up to US$5 million per

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year without justification. If Participant is an expatriate employee who does not have an Alien Resident Certificate, he or she may remit into Taiwan and convert to local currency up to US $100,000 at each remittance with no annual limitation.

PARTICIPANTS IN THAILAND

Exchange Control Notice

Participant must immediately repatriate the proceeds from the sale of Shares and any cash dividends received in relation to the Shares to Thailand and convert the funds to Thai Baht within 360 days of receipt. If the repatriated amount is U.S. $20,000 or more, Participant must report the inward remittance by submitting the Foreign Exchange Transaction Form to an authorized agent, i.e., a commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency.

PARTICIPANTS IN THE UNITED KINGDOM

The following replaces Section 7(a) of the Agreement in its entirety:

(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant, vesting, release or assignment of any RSU (the “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 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 Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, 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.

As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be entitled to withhold and Participant agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. 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 Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) 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 (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event.

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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 account to HMRC with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days of the Chargeable Event (the “Due Date”), Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming Participant is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this Section, the Company may refuse to deliver the Shares acquired under the Plan. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount.

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EX-10.3

Exhibit 10.3

Danaher Corporation

Description of Non-Management Director Compensation Arrangements

Following is a description of the compensation arrangements for each of the Company’s non-management directors, effective as of July 7, 2010. For 2010, our non-management directors receive:

• an annual cash retainer of $40,000, paid in four, equal installments following each quarter of service;

• $2,500 for each board meeting they attend (whether by telephone or in person);

• $1,000 for each committee meeting they attend (whether by telephone or in person);

• an annual grant of options, calculated as follows. Each non-management director receives options with a target award value of $125,000. Using the average closing price of Danaher’s common stock over a 15-day trading period ending on the seventh business day before the grant date, the target award value is converted into a specified number of options (rounded up to the nearest ten) based on an assumed value per option equal to 40% of such average closing price, which options are then approved by the Compensation Committee on the date on which the July annual equity grants are approved. The strike price for each stock option is equal to the closing price of Danaher’s common stock on the date of grant, the options have a ten-year term and each grant is fully vested as of the date of grant; and

• payment of or reimbursement for Danaher-related out-of-pocket expenses, including travel expenses.

In addition, the chair of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee receives an annual retainer of $15,000, paid in quarterly installments.

Each non-employee director can elect to defer all or a part of the cash director fees that he or she receives with respect to a particular year under the Non-Employee Directors’ Deferred Compensation Plan, which is a sub-plan under the 2007 Stock Incentive Plan. Amounts deferred under the plan are converted into a particular number of phantom shares of Danaher common stock, calculated based on the closing price on the quarterly date that such fees would otherwise have been paid. A director may elect to have his or her plan balance distributed upon cessation of Board service, or one, two, three, four or five years after cessation of Board service. All distributions from the plan are in the form of shares of Danaher common stock.

EX-12.1

Exhibit 12.1

Danaher Corporation

Statement Regarding Computation of Ratio of Earnings to Fixed Charges

(In Thousands, except ratio data)

											Nine Months Ended
	2005		2006		2007		2008		2009		October 1, 2010
Fixed Charges
Gross Interest Expense	$	44,540		79,375		109,702		130,174		122,656		92,128
Interest Element of Rental Expense		10,744		12,369		14,804		10,763		13,135		8,330
Interest on FIN 48 liabilities		—		—		—		—		—
Total Fixed Charges	$	55,284	$	91,744	$	124,506	$	140,937	$	135,791	$	100,458
Earnings Available for Fixed Charges:
Earnings from Continuing Operations before income taxes	$	1,217,742		1,428,843		1,637,099		1,749,307		1,424,854		1,743,144
Add fixed charges		55,284		91,744		124,506		140,937		135,791		100,458
Interest on FIN 48 liabilities		—		—		—		—		—		—
Total Earnings Available for Fixed Charges	$	1,273,026	$	1,520,587	$	1,761,605	$	1,890,244	$	1,560,645	$	1,843,602
Ratio of Earnings to Fixed Charges		23.0		16.6		14.1		13.4		11.5		18.4

NOTE:     These Ratios include Danaher Corporation and its consolidated subsidiaries. The ratio of earnings to fixed
charges was computed by dividing earnings by fixed charges for the periods indicated, where “earnings” consist of
(1) earnings from continuing operations before income taxes; plus (2) fixed charges, and “fixed charges” consist of
(A) interest, whether expensed or capitalized, on all indebtedness, (B) amortization of premiums, discounts and capitalized
expenses related to indebtedness, and (C) an interest component representing the estimated portion of rental expense that
management believes is attributable to interest. Interest on FIN 48 liabilities is included in the tax provision in the
Company’s Consolidated Condensed Statements of Earnings and is excluded from the computation of fixed charges.

EX-31.1

Exhibit 31.1

Certification

I, H. Lawrence Culp, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 20, 2010	/s/ H. Lawrence Culp, Jr.
		Name: H. Lawrence Culp, Jr.
		Title: President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Daniel L. Comas, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:     October 20, 2010	/s/ Daniel L. Comas
	Name: Daniel L. Comas
	Title: Executive Vice President and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, H. Lawrence Culp, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Danaher Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Danaher Corporation.

Date:     October 20, 2010	By:	/s/ H. Lawrence Culp, Jr.
	Name:	H. Lawrence Culp, Jr.
	Title:	President and Chief Executive Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Danaher Corporation specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel L. Comas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Danaher Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Danaher Corporation.

Date:    October 20, 2010	By:	/s/ Daniel L. Comas
	Name:	Daniel L. Comas
	Title:	Executive Vice President and
	Chief Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Danaher Corporation specifically incorporates it by reference.