10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2007

OR

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

Commission File Number 0-11250

DIONEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of incorporation or organization)	94-2647429 (I.R.S. Employer Identification No.)
1228 Titan Way, Sunnyvale, California (Address of principal executive offices)	94085 (Zip Code)

(408) 737-0700
(Registrant’s Telephone Number, including Area Code)

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 þ NO o

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 þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a 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 o NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of February 7, 2008:

CLASS	NUMBER OF SHARES
Common Stock		18,567,826

DIONEX CORPORATION

INDEX

	Page
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 2007 and June 30, 2007		3
Condensed Consolidated Statements of Income for the Three Months Ended December 31, 2007 and 2006		4
Condensed Consolidated Statements of Income for the Six Months Ended December 31, 2007 and 2006		5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2007 and 2006		6
Notes to Condensed Consolidated Financial Statements		7-14
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14-19
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		19
ITEM 4. Controls and Procedures		20
PART II. OTHER INFORMATION
ITEM 1A. Risk Factors		21-23
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
ITEM 4. Submission of Matters to a Vote of Security Holders		24
ITEM 6. Exhibits		25-26
SIGNATURES		27
EXHIBITS
EXHIBIT 10.5
EXHIBIT 10.6
EXHIBIT 10.13
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

2

Part I. Financial Information

Item 1. Financial Statements

DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)

	December 31,		June 30,
	2007		2007
ASSETS
Current assets:
Cash and cash equivalents	$	64,249	$	54,938
Short-term investments		1		124
Accounts receivable (net of allowance for doubtful accounts of $885 at December 31, 2007 and $610 at June 30, 2007)		68,285		65,990
Inventories		30,476		28,626
Deferred taxes		9,265		8,983
Prepaid expenses and other		11,629		12,113
Total current assets		183,905		170,774
Property, plant and equipment, net		64,611		62,366
Goodwill		26,048		25,443
Intangible assets, net		6,388		6,955
Other assets		16,923		6,231
	$	297,875	$	271,769
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable	$	14,080	$	231
Accounts payable		12,548		12,293
Accrued liabilities		28,261		30,329
Deferred revenue		19,631		18,617
Income taxes payable		302		13,068
Accrued product warranty		3,181		2,875
Total current liabilities		78,003		77,413
Deferred and other income taxes payable		23,283		5,060
Other long-term liabilities		3,494		3,588
Stockholders’ equity:
Preferred stock (par value $.001 per share; 1,000,000 shares authorized; none outstanding)		—		—
Common stock (par value $.001 per share; 80,000,000 shares authorized; issued and outstanding: 18,550,223 shares at December 31, 2007 and 18,845,802 shares at June 30, 2007)		168,648		161,409
Retained earnings		6,097		13,223
Accumulated other comprehensive income		18,350		11,076
Total stockholders’ equity		193,095		185,708
	$	297,875	$	271,769

See notes to condensed consolidated financial statements.

3

DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	December 31,
	2007			2006
Net sales	$	98,038		$	83,519
Cost of sales		31,832			27,655
Gross profit		66,206			55,864
Operating expenses:
Selling, general and administrative		35,888			30,576
Research and product development		7,568			6,101
Total operating expenses		43,456			36,677
Operating income		22,750			19,187
Interest income		581			283
Interest expense		(318	)		(92	)
Other income (expense), net		(640	)		262
Income before taxes		22,373			19,640
Taxes on income		7,544			6,373
Net income	$	14,829		$	13,267
Basic earnings per share	$	0.80		$	0.69
Diluted earnings per share	$	0.77		$	0.68
Shares used in computing per share amounts:
Basic		18,605			19,154
Diluted		19,242			19,609

See notes to condensed consolidated financial statements.

4

DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	Six Months Ended
	December 31,
	2007			2006
Net sales	$	180,461		$	156,376
Cost of sales		60,528			52,614
Gross profit		119,933			103,762
Operating expenses:
Selling, general and administrative		67,044			59,005
Research and product development		14,169			11,849
Total operating expenses		81,213			70,854
Operating income		38,720			32,908
Interest income		1,210			622
Interest expense		(480	)		(122	)
Other expense, net		(1,391	)		(69	)
Income before taxes		38,059			33,339
Taxes on income		13,080			11,401
Net income	$	24,979		$	21,938
Basic earnings per share	$	1.34		$	1.14
Diluted earnings per share	$	1.30		$	1.11
Shares used in computing per share amounts:
Basic		18,685			19,297
Diluted		19,268			19,732

See notes to condensed consolidated financial statements.

5

DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Six Months Ended
	December 31,
	2007			2006
Cash flows from operating activities:
Net income	$	24,979		$	21,938
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,272			3,403
Stock-based compensation		2,933			2,508
Allowance for bad debts		203			(128	)
Unrealized loss on securities		5			—
Loss on disposal of fixed assets		223			120
Tax benefit related to stock transactions		(1,833	)		(462	)
Deferred income taxes		342			(83	)
Changes in assets and liabilities:
Accounts receivable		622			1,481
Inventories		185			385
Prepaid expenses and other assets		1,713			479
Accounts payable		(80	)		1,074
Deferred revenue		308			263
Accrued liabilities		(829	)		823
Income taxes payable		(8,229	)		(1,090	)
Accrued product warranty		350			(262	)
Net cash provided by operating activities		25,164			30,449
Cash flows from investing activities:
Proceeds from sale of marketable securities		—			9,700
Purchase of marketable securities		—			(2,600	)
Purchase of property, plant and equipment		(3,579	)		(5,506	)
Purchase of intangible assets		(2,071	)		(423	)
Net cash provided by (used for) investing activities		(5,650	)		1,171
Cash flows from financing activities:
Net change in notes payable		13,849			5,938
Proceeds from issuance of common stock pursuant to stock-based compensation plans		6,326			3,118
Tax benefit related to stock transactions		1,833			462
Repurchase of common stock		(34,536	)		(33,134	)
Net cash used for financing activities		(12,528	)		(23,616	)
Effect of exchange rate changes on cash		2,325			543
Net increase in cash and cash equivalents		9,311			8,547
Cash and cash equivalents, beginning of period		54,938			43,524
Cash and cash equivalents, end of period	$	64,249		$	52,071
Supplemental disclosures of cash flow information:
Income taxes paid	$	19,584		$	12,471
Interest expense paid		428			58
Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property, plant and equipment		316			418

See notes to condensed consolidated financial statements

6

DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by Dionex Corporation, 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 of America have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007. Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as used in these notes to condensed consolidated financial statements include Dionex Corporation and its consolidated subsidiaries.

The unaudited condensed consolidated financial statements included herein reflect all adjustments (which include only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the results for the periods presented. The results for such periods are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2008.

2. New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”). SFAS 141(R) expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. SFAS 141(R) also requires that all assets, liabilities, contingent considerations, and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, SFAS 141(R) requires that acquisition costs generally be expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 (Dionex’s fiscal 2010) with early adoption prohibited. We are currently evaluating the effect the implementation of SFAS 141(R) will have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements. This Statement amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 (Dionex’s fiscal 2010). We are currently evaluating the effect that adoption of SFAS No. 160 will have on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (or “fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS No. 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for us as of the first quarter of fiscal 2009. We are currently evaluating the impact of this pronouncement on our financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We do not believe that the adoption of the provisions of SFAS No. 157 will materially impact our financial position and results of operations. In December 2007, the FASB released a proposed FASB Staff Position (FSP FAS 157-b- Effective Date of FASB Statement No. 157) which, if adopted as proposed, would delay the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

7

3. Stock-Based Compensation

We account for our stock plans as required by SFAS No. 123 (Revised 2004), Share-Based Payment (“SFAS No. 123R”). SFAS No. 123R requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. We have a stock-based compensation plan (Option Plan) and an employee stock purchase plan (ESPP). Pursuant to the Option Plan, we issue stock options and restricted common stock units.

Generally, stock options granted to employees and non-employee directors fully vest four years from the grant date and have a term of ten years. We recognize stock-based compensation expense over the requisite service period of the individual grants, generally, equal to the vesting period.

Stock option activity under our plans during the six months ended December 31, 2007 was as follows:

						Weighted
						Average		Aggregate
				Weighted		Remaining		Intrinsic
	Options			Average		Contractual		Value
	Outstanding			Exercise Price		Term (Years)		(in 000’s )
Balance at June 30, 2007		1,694,471		$	41.91
Options granted		329,750			72.95
Options exercised		(133,522	)		40.82
Options forfeited/cancelled/expired		(10,127	)		49.73
Balance at December 31, 2007		1,880,572		$	47.39		6.69	$	66,747
Options vested and expected to vest at December 31, 2007		1,842,204		$	47.13		6.65	$	65,857
Exercisable at December 31, 2007		1,120,379		$	38.10		5.29	$	50,150

The aggregate intrinsic values in the table above represent the total pretax intrinsic values based on our closing stock price of $82.86 at December 31, 2007, which would have been received by the option holders had all option holders exercised their options as of that date.

The total pre-tax intrinsic value of options exercised were $4.0 million and $5.5 million during the three and six months ended December 31, 2007.

During the three months ended December 31, 2007, we granted 1,000 restricted common stock units to each of our five non-employee Directors for a total equal to 5,000 shares of our common stock. The value of each share was $87.03. These restricted common stock units vest over a four year period.

Under our ESPP, eligible employees are permitted to have salary withholdings to purchase shares of common stock at a price equal to 85% of the lower of the market value of the stock at the beginning or end of each six-month offer period, subject to certain annual limitations.

8

The effect of recording stock-based compensation for the three months and six months ended December 31, 2007 and 2006 was as follows (in thousands):

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Cost of sales	$	151		$	95		$	282		$	181
Selling, general and administrative expenses		962			871			1,889			1,720
Research and development expenses		377			312			762			607
Total stock-based compensation expenses		1,490			1,278			2,933			2,508
Tax effect on stock-based compensation		(583	)		(295	)		(1,013	)		(649	)
Net effect on net income	$	907		$	983		$	1,920		$	1,859
Excess tax benefit related to stock option plans:
Cash flows from operations	$	(1,346	)	$	(353	)	$	(1,833	)	$	(462	)
Cash flows from financing activities		1,346			353			1,833			462
Effects on earnings per share:
Basic	$	0.05		$	0.05		$	0.10		$	0.10
Diluted	$	0.05		$	0.05		$	0.10		$	0.09

The fair value of each option on the date of grant is estimated using the Black-Scholes-Merton option-pricing model using a single option approach for options granted after June 30, 2005, with the following weighted-average assumptions:

	Six Months Ended
	December 31,
	2007		2006
Volatility for option plan		28.6%		28.5%
Volatility for ESPP		22.9%		27.8%
Risk-free interest rate for option plan		4.59%		4.50%
Risk-free interest rate for ESPP		4.80%		4.90%
Expected life of ESPP		6 months		6 months
Expected life of option plan		4.75 years		4.75 years
Expected dividend		$0.00		$0.00

During the six months ended December 31, 2007, we granted options to purchase 329,750 shares of our common stock with an estimated fair value of $7.6 million after estimated forfeitures (at a weighted average exercise price of $72.95).

As of December 31, 2007, the unrecorded deferred stock-based compensation balance related to stock options was $13.4 million after estimated forfeitures and will be recognized over an estimated weighted average amortization period of 2.2 years.

Approximately $70,000 of stock-based compensation was capitalized as inventory at December 31, 2007.

Determining Fair Value

Valuation and amortization method — We estimate the fair value of stock options granted using the Black-Scholes-Merton option pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term — The expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of our stock-based awards.

Expected Volatility — Our computation of expected volatility for the six months ended December 31, 2007 and 2006 is based on a combination of historical and market-based implied volatility.

Risk-Free Interest Rate — The risk-free interest rate used in the Black-Scholes-Merton valuation method is based on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend — The expected dividend assumption is based on our current expectations about our anticipated dividend policy.

9

4. Inventories

Inventories consisted of (in thousands):

	December 31,		June 30,
	2007		2007
Finished goods	$	18,479	$	16,536
Work in process		1,541		1,328
Raw materials		10,456		10,762
	$	30,476	$	28,626

5. Short-term Investments

We generally hold highly liquid debt instruments with maturities of less than one year. These securities are currently classified as “available-for-sale” securities and recorded at their fair value. The difference between the fair value and the amortized cost of the securities were recorded in other comprehensive income, net of deferred taxes.

The aggregate market value, cost basis, and gross unrealized gains and losses of short-term investments by major security type were as follows (in thousands):

			Gross
	Cost		Unrealized Losses			Fair Value
December 31, 2007, Marketable securities	$	1	$	—		$	1
June 30, 2007, Corporate debt securities	$	127	$	(3	)	$	124

6. Comprehensive Income

Comprehensive income is the change in stockholders’ equity arising from transactions other than investments by owners and distributions to owners. The significant components of comprehensive income, other than net income, are foreign currency translation adjustments and net unrealized gains or losses on securities available for sale. The components of accumulated other comprehensive income was as follows (in thousands):

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Net income, as reported	$	14,829	$	13,267	$	24,979	$	21,938
Foreign currency translation adjustments, net of taxes		2,167		2,785		7,269		2,337
Unrealized gain on securities available for sale, net of taxes		1		13		5		13
Comprehensive income	$	16,997	$	16,065	$	32,253	$	24,288

7. Common Stock Repurchases

During the three and six months ended December 31, 2007, we repurchased 187,642 and 445,467 shares of our common stock, respectively, on the open market for approximately $15.9 million and $34.5 million, respectively (at an average repurchase price of $84.99 and $77.52, respectively per share), compared with 207,566 and 644,566 shares repurchased for approximately $11.6 million and $31.1 million, respectively, (at an average repurchase price of $56.09 and $51.42, respectively per share) in the same periods in the prior fiscal year.

8. Earnings per Share

Basic earnings per share are determined by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by dividing net income by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury stock method.

10

The following table is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per share (in thousands, except per share data):

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Numerator:
Net income	$	14,829	$	13,267	$	24,979	$	21,938
Denominator:
Weighted average shares used to compute net income per common share — basic		18,605		19,154		18,685		19,297
Effect of dilutive stock options		637		455		583		435
Weighted average shares used to compute net income per common share — diluted		19,242		19,609		19,268		19,732
Basic earnings per share	$	0.80	$	0.69	$	1.34	$	1.14
Diluted earnings per share	$	0.77	$	0.68	$	1.30	$	1.11

Antidilutive common equivalent shares related to stock options are excluded from the calculation of diluted shares. Approximately 331,913 and 651,302 shares were excluded at December 31, 2007 and 2006, respectively because they were antidilutive.

9. Goodwill and Other Intangible Assets

Information regarding our goodwill and other intangible assets reflects current foreign exchange rates.

The change in the carrying amount of goodwill for the six months ended December 31, 2007 was as follows (in thousands):

	Total
Balance as of July 1, 2007	$	25,443
Translation adjustments		605
Balance as of December 31, 2007	$	26,048

Our reporting units represent our operating segments, the Chemical Analysis Business Unit (CABU) and the Life Sciences Business Unit (LSBU). All goodwill has been assigned to one reporting unit, LSBU. The evaluation of goodwill is based upon the fair value of this reporting unit. Pursuant to the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, we performed annual impairment tests on goodwill in April 2007 and determined that goodwill was not impaired.

Information regarding our other intangible assets follows (in thousands):

	As of December 31, 2007							As of June 30, 2007
	Carrying		Accumulated					Carrying		Accumulated
	Amount		Amortization			Net		Amount		Amortization			Net
Patents and trademarks	$	5,958	$	(1,076	)	$	4,882	$	5,958	$	(779	)	$	5,179
Developed technology		10,413		(10,413	)		—		10,013		(9,805	)		208
Other		2,266		(760	)		1,506		2,205		(637	)		1,568
Total	$	18,637	$	(12,249	)	$	6,388	$	18,176	$	(11,221	)	$	6,955

We amortize patents and trademarks over a period of seven to sixteen years and the remaining weighted average amortization period for this category is approximately eight years.

We amortize developed technology over a period of three to seven years.

We amortize other intangibles over a period of five to ten years and the remaining weighted average amortization period for this category is approximately seven years.

11

Amortization expense related to intangible assets was $631,000 and $336,000 for the six months ended December 31, 2007 and 2006, respectively. The remaining estimated amortization for each of the five fiscal years subsequent to December 31, 2007 is as follows (in thousands):

	Remaining
Ending	Amortization
December 31,	Expense
2008 (remaining six months)	$	418
2009		844
2010		813
2011		800
2012		800
Thereafter		2,713
Total	$	6,388

10. Warranty

Product warranties are recorded at the time revenue is recognized for certain product shipments. Warranty expense is affected by product failure rates, material usage and service costs incurred in correcting a product failure. Should actual product failure rates, material usage or service costs differ from our estimates, revisions to the warranty liability would be required.

Details of the change in accrued product warranty for the six months ended December 31, 2007 and 2006 were as follows (in thousands):

	Balance				Other		Actual			Balance
	Beginning		Provision		Adjustments		Warranty			End of
	of Period		For Warranties		Accounts		Costs Incurred			Period
					(1)
Accrued Product Warranty
Six Months Ended:
December 31, 2007	$	2,875	$	1,624	$	143	$	(1,461	)	$	3,181
December 31, 2006	$	3,493	$	1,398	$	48	$	(1,680	)	$	3,259

(1) Effects of exchange rate changes

11. Commitments

Revenue generated from international operations is generally denominated in foreign currencies. We enter into forward foreign exchange contracts to hedge against fluctuations of intercompany account balances. Market value gains and losses on these hedge contracts are substantially offset by fluctuations in the underlying balances being hedged, and the net financial impact is not expected to be material in future periods. We had forward exchange contracts to sell foreign currencies totaling $17.9 million and $12.6 million at December 31, 2007 and 2006, respectively.

We enter into standard indemnification agreements with many of our customers and certain other business partners in the ordinary course of business. These agreements include provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that our product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third party. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable, however, we have not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. No material claims for such indemnifications were outstanding as of December 31, 2007. We have not recorded any liabilities for these indemnification agreements at December 31, 2007 or June 30, 2007.

12

12. Business Segment Information

SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information establishes standards for reporting information about operating segments in annual and interim financial statements of public business enterprises. It also establishes standards for related disclosure about products and service, geographic areas and major customers.

We have two operating segments, CABU and LSBU. CABU sells ion chromatography and accelerated solvent extraction products, services and related consumables. LSBU sells high performance liquid chromatography products, services and related consumables. These two operating segments are aggregated into one reportable segment for financial statement purposes.

Our sales of products, installation and training services and maintenance within this reportable segment were detailed as follows (in thousands):

	Three Months Ended
	December 31,
	2007		2006
Products	$	84,992	$	73,137
Installation and Training Services		3,297		2,589
Maintenance		9,749		7,793
	$	98,038	$	83,519

13. Income Taxes

Effective July 1, 2007, we adopted the provisions of the Financial Accounting Standards Board’s interpretation of FIN 48, Accounting for Uncertainty in Income Taxes (“FIN No. 48”). FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return, and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 utilizes a two-step approach for evaluating uncertain tax positions accounted for in accordance with SFAS No. 109.

The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating these amounts requires us to determine the probability of various possible outcomes. We evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit, and new exposures. If we later determine that our exposure is lower or that the liability is not sufficient to cover our revised expectations, we adjust the liability and effect a related change in our tax provision during the period in which we make such determination. The cumulative effect of adopting FIN No. 48 on July 1, 2007 is recognized as a change in accounting principle, recorded as an adjustment to the opening balance of accumulated deficit on the adoption date.

Our total amount of unrecognized tax benefits as of July 1, 2007 was $14.4 million, of which $3.3 million, if recognized, would affect our effective tax rate. The liability for income taxes associated with uncertain tax positions is classified in deferred and other income taxes payable. There have been no significant changes in these amounts during the six months ended December 31, 2007.

We record interest and penalties related to unrecognized tax benefits in income tax expense. At July 1, 2007, we had approximately $1.7 million accrued for estimated interest and penalties related to uncertain tax positions. During the six months ended December 31, 2007, we accrued a total of $484,000 in interest on these uncertain tax positions.

We are subject to audit by the Internal Revenue Service and California Franchise Tax Board for the fiscal years 2003 through the fiscal year 2007. As we have operations in most other US states, other state tax authorities may assess deficiencies related to prior year activities; however, the years open to assessment vary with each state. We also file income tax returns for non-US jurisdictions; the most significant of which are Germany, Japan and Hong Kong. The years open to adjustment for Germany are fiscal years 2003 through 2007, fiscal years 2002 through 2007 for the UK and Hong Kong and fiscal years 2001 through 2007 for Japan.

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A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of the statute of limitations, or other circumstances. At this time, an estimate of the range of the reasonably possible change cannot be made.

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

Cautionary Statement Regarding Forward-Looking Statements

Except for historical information contained herein, the discussion below and in the footnotes to our financial statements contained in this Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, and are made under the safe harbor provisions thereof. Such statements are subject to certain risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements, or industry results, expressed or implied by such forward-looking statements. Such risks and uncertainties include, among other things: general economic conditions, foreign currency fluctuations, fluctuations in worldwide demand for analytical instrumentation, fluctuations in quarterly operating results, competition from other products, existing product obsolescence, new product development, including market receptiveness, the ability to manufacture products on an efficient and timely basis and at a reasonable cost and in sufficient volume, the ability to attract and retain talented employees and other risks as described in more detail below under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements that reflect management’s analysis only as of the date hereof. We undertake no obligation to update these forward-looking statements.

Overview

Dionex Corporation designs, manufactures, markets and services analytical instrumentation and related accessories and chemicals. Our products are used to analyze chemical substances in the environment and in a broad range of industrial and scientific applications. Our systems are used in environmental analysis and by the pharmaceutical, life sciences, chemical, petrochemical, power generation, and food and electronics industries in a variety of applications. Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as herein include Dionex Corporation and its consolidated subsidiaries.

Our liquid chromatography systems are currently focused in two product areas: ion chromatography (IC) and high performance liquid chromatography (HPLC). We offer a mass spectrometer coupled with either an IC or HPLC system. For sample preparation, we provide automated solvent extraction systems. In addition, we develop and manufacture consumables, detectors, automation and analysis systems for use in or with liquid chromatographs.

We market and distribute our products and services through our own sales force in Austria, Australia, Brazil, Canada, China, Singapore, Denmark, France, Germany, India, Ireland, Italy, Japan, Korea, Netherlands, Switzerland, Taiwan, United Kingdom, and the United States. In each of these countries, we maintain one or more local sales offices in order to support and service our customers in the regions. We manufacture our products based upon a forecast of customer demand and we generally try to maintain adequate inventories of completed modules or finished goods in advance of receipt of firm orders. System or instrument orders are generally placed by the customer on an as-needed basis and instruments are usually shipped within two to six weeks after receipt of an order.

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Results of Operations

Net sales for the second quarter of fiscal 2008 were $98.0 million, compared with $83.5 million reported for the same period in the prior year, reflecting an increase of 17%. Operating income for the quarter was $22.8 million, an increase of 19% over operating income for the second quarter of fiscal 2007 of $19.2 million. Cash flow from operations during the quarter was strong at $12.0 million over cash flow from operations for the second quarter of fiscal 2007 of $18.3 million. Our gross profit margin for the quarter was 67.5% compared to 66.9% reported in the same period last year. Selling, general and administrative expenses were 36.6% of sales during the quarter, the same as was reported in the same period last year. Research and product development expenses for the quarter were 7.7% of sales, up slightly from the 7.3% reported in the same period last year. Diluted earnings per share grew 14% to $0.77 for the second quarter, compared to $0.68 reported in the same period last year. Net sales in the six months ended December 31, 2007 were $180.5 million, an increase of 15% compared with the $156.4 million reported in the first six months of fiscal 2007. Operating income was $38.7 million during the first six months of fiscal 2008, an increase of 18% over operating income for the same period during the prior year of $32.9 million. Cash flow from operations for the first six months of fiscal 2008 was $25.2 million. Gross profit margin for the six months ended December 31, 2007 was 66.5% compared to 66.4% during the same period in the prior year.

Demand from our life sciences and environmental customers was up strongly this quarter. Customer demand in our chemical/petrochemical and food/beverage markets was up significantly this quarter, while demand from our electronic and power customers was down this quarter. We experienced high teen’s sales growth in ion chromatography this quarter. The sales growth was broad-based coming from both instrumentation and consumables

We are subject to the effects of foreign currency fluctuations that have an impact on net sales, gross profit and operating expenses. Overall, currency fluctuations increased reported net sales by $5.3 million, or 6% for the three months ended December 31, 2007 compared to the same quarter last year. Currency fluctuations increased reported net sales by $7.5 million or 5% for the six months ended December 31, 2007 compared to the same period last year.

Diluted earnings per share for the first six months of fiscal 2008 were $1.30, representing a 16% increase over the same period during the prior year of $1.11.

Percentage changes in net sales over the corresponding period in the prior year as indicated in the table below:

	Three Months			Six Months
	Ended			Ended
	December 31, 2007			December 31, 2007
Percentage change in net sales
Total:		17	%		15	%
By geographic region:
North America		21	%		18	%
Europe		17	%		14	%
Asia/Pacific		15	%		15	%

Percentage of change in net sales excluding currency fluctuations were as indicated in the table below:

	Three Months			Six Months
	Ended			Ended
	December 31, 2007			December 31, 2007
Percentage change in net sales excluding currency fluctuations
Total:		11	%		11	%
By geographic region:
North America		19	%		17	%
Europe		6	%		5	%
Asia/Pacific		11	%		13	%

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Net sales in North America increased by 21% in the second quarter of fiscal 2008 to $27.5 million compared to $22.8 million during the same period in the prior year because of higher sales of ion chromatography and HPLC products. Net sales in North America increased by 18% in the six months ended December 31, 2007 to $52.4 million compared to $44.5 million during the six months ended December 31, 2006, reflecting continued improved sales performance in both product lines in North America. Net sales in Europe increased 17% to $44.6 million in the second quarter of fiscal 2008 compared to $38.2 million during the same period in the prior year due to strong growth in several countries partially offset by lower sales in some sectors of the life sciences market. Net sales grew 14% in the six months ended December 31, 2007 to $79.4 million compared to $69.4 million during the six months ended December 31, 2006, driven by currency fluctuations and strong results in Italy, Switzerland and Denmark. Net sales in the Asia/Pacific region grew by 15% in the second quarter of fiscal 2008 to $25.9 million compared to $22.5 million during the same period in the prior year due to higher sales in China and Taiwan. Net sales increased 15% in the six months ended December 31, 2007 to $48.6 million compared to $42.4 million in the six months ended December 31, 2006 as a result of strong sales growth in China, Korea, India, and Australia and in our new subsidiaries in Brazil and Taiwan.

Gross margin for the second quarter of fiscal 2008 was 67.5%, up from the 66.9% reported in the second quarter last year. The improvement in gross margin was the result of currency fluctuations, a favorable change in the geographical mix and continued progress in reducing product costs. Gross margin for the first six months of fiscal 2008 was 66.5%, virtually unchanged from the 66.4% reported in the first six months of fiscal 2007.

Operating expenses of $43.5 million for the second quarter of fiscal 2008 increased by $6.8 million, or 18% from the $36.7 million reported in the same quarter last year. As a percentage of sales, operating expenses were 44.3% for the second quarter of fiscal 2008 up from the 43.9% of sales reported in the second quarter of fiscal 2007. The effects of foreign currency increased total operating expenses by $2.1 million, or six percentage points for the quarter ended December 31, 2007 compared to $950,000, or three percentage points during the same period in the prior year. Operating expenses for the six months ended December 31, 2007 were $81.2 million, representing a 15% increase over the corresponding period during the prior year of $70.9 million mainly due to the effect of foreign currency and higher costs due to continued expansion in Asia.

Selling, general and administrative (SG&A) expenses increased by $5.3 million, or 17%, to $35.9 million in the second quarter of fiscal 2008 compared to $30.6 million for the second quarter of fiscal 2007. As a percentage of net sales, SG&A expenses were 36.6% in the second quarters of fiscal 2008 and 2007. Effects of foreign currency fluctuations increased SG&A by $1.8 million or six percentage points in the second quarter of fiscal 2008 compared with the second quarter of fiscal 2007. SG&A expenses grew by $1.1 million or four percentage points due to the addition of our two new subsidiaries in Brazil and Taiwan in October 2006 and July 2007 and our continued expansion in the Asia/Pacific region and due to targeted expense growth in China. The remainder of the increase was related to increases in salaries because of increased personnel and related expenses and travel. SG&A expenses for the six month period ended December 31, 2007 increased by 14%, or $8.1 million to $67.1 million from $59.0 million during the same period last year mainly due to the effect of foreign currency of $2.7 million, $2.3 million due to the addition of two new subsidiaries in the Asia pacific region. The remaining increase was due to additional salaries and related expenses.

Research and product development (R&D) expenses were $7.6 million for the second quarter of fiscal 2008, an increase of $1.5 million or 24% from $6.1 million reported in the second quarter of fiscal 2007. As a percentage of net sales, R&D expenses increased slightly from 7% in the second quarter of fiscal 2007 to 8% in the second quarter of fiscal 2008. The increase is principally attributable to salaries for increased personnel and project materials related to new products in our product development pipeline. R&D expenses for the six month period ended December 31, 2007 increased 19% to $14.2 million from $11.8 million in the same period of fiscal 2007 mainly due to the effect of foreign currency, increase in professional services related to patent execution costs and project materials for our new products pipeline.

In the second quarter of fiscal 2008, we reported an amount in other expense of approximately $640,000, pre-tax, due primarily to losses on foreign currency exchange and mark to market on cross currency swap. In the first six months of fiscal 2008, we reported $1.4 million, pre-tax, in other expense due primarily to losses on foreign currency exchange and mark to market on cross currency swap.

The effective tax rate in the second quarter of fiscal 2008 was 33.7%, reflecting an increase from 32.5% reported for the second quarter of fiscal 2007. The tax rate for the second quarter was lower than our anticipated tax rate of 36%-37%. This decrease was due to a variety of factors, including, but not limited to, foreign tax credits, geographical mix of taxable income and higher research tax credits. We anticipate our tax rate will be in the range of 35.5% to 36.5% for the remainder of fiscal year 2008.

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Net income in the second quarter of fiscal 2008 increased 12% to $14.8 million compared with $13.3 million reported for the same period last year. Diluted earnings per share were $0.77 and $0.68 in the second quarter of fiscal 2008 and 2007, respectively. Net income for the six month period ended December 31, 2007 was $25.0 million, an increase of 14% from $21.9 million in the same period of fiscal 2007.

Liquidity and Capital Resources

At December 31, 2007, we had cash and equivalents and short-term investments of $64.3 million. Our working capital was $105.9 million, an increase of $13.3 million from the $92.6 million reported at December 31, 2006. The increase was primarily attributable to an increase in cash, inventory and prepaid expenses, other.

Cash generated by operating activities for the six months ended December 31, 2007 was $25.2 million compared with $30.4 million for the same period last year. The decrease in operating cash flow was primarily due to an increase in income tax payments.

Cash used for investing activities was $5.6 million in the first six months of fiscal 2008. Payments for intangible assets were $2.1 million for the six months of fiscal 2008 of which $2.0 million was recorded in accrued liabilities at June 30, 2007. Capital expenditures for the first six months of fiscal 2008 were $3.6 million which included purchases related to our general operations.

Cash used for financing activities was $12.5 million in the first six months of fiscal 2008. The use of cash was primarily attributable to the repurchase of 445,467 shares of our common stock for $34.5 million, offset by $6.3 million in proceeds from issuance of common stock, tax benefit related to stock option plans of $1.8 million and net proceeds of $14.1 million received from short-term borrowings.

At December 31, 2007, we had utilized $14.1 million in committed bank lines of credit in the United States. The borrowings were used to repurchase shares of our common stock and other corporate activities. Available borrowings under our bank lines of credit were $14.5 million at December 31, 2007.

We believe that our cash flow from operations, current cash, cash equivalents and short-term investments and the remainder of our bank lines of credit will be adequate to meet our cash requirements for at least the next twelve months.

Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations at December 31, 2007, and the effect that such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):

	Payments Due by Period
			Less
			Than 1		1-3		4-5		After 5
Contractual Obligations	Total		Year		Years		Years		Years
Operating Lease Obligations	$	15,106	$	4,467	$	5,646	$	2,367	$	2,627

There have been no material changes to our contractual obligations outside ordinary business activities since June 30, 2007, except the change described above related to outstanding borrowings and changes related to the adoption of FIN 48. Our outstanding borrowings under our lines of credit increased to $14.1 million at December 31, 2007 from $231,000 at June 30, 2007. These amounts are due in a period of less than one year. FIN 48 prescribes a new methodology by which a company must measure, report, present and disclose in its financial statements the effects of any uncertain tax return reporting positions that a company has taken or expects to take. Because of the uncertainty regarding timing of FIN 48 liabilities, the amounts calculated and discussed in Footnote 13 are excluded from the table above.

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New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”). SFAS 141(R) expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. SFAS 141(R) also requires that all assets, liabilities, contingent considerations, and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, SFAS 141(R) requires that acquisition costs generally be expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 (Dionex’s fiscal 2010) with early adoption prohibited. We are currently evaluating the effect the implementation of SFAS 141(R) will have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements. This Statement amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 (Dionex’s fiscal 2010). We are currently evaluating the effect that adoption of SFAS No. 160 will have on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (or “fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS No. 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for us as of the first quarter of fiscal 2009. We are currently evaluating the impact of this pronouncement on our financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We do not believe that the adoption of the provisions of SFAS No. 157 will materially impact our financial position and results of operations. In December 2007, the FASB released a proposed FASB Staff Position (FSP FAS 157-b- Effective Date of FASB Statement No. 157) which, if adopted as proposed, would delay the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

Critical Accounting Policies and Estimates

Summary

The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. We evaluate our estimates, including those related to product returns and allowances, bad debts, inventory valuation, goodwill and other intangible assets, income taxes, warranty and installation provisions, and contingencies on an ongoing basis.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

With the exception of the adoption of FIN No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, there have been no significant changes during the six months ended December 31, 2007 to the items that we disclosed as our critical accounting policies and estimates in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2007.

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Income Taxes

As part of the process of preparing the consolidated financial statements, we estimate our income taxes in each of the jurisdictions in which we operate. The determination of our tax provision is subject to judgments and estimates due to the complexity of the tax laws that we are subject to in several tax jurisdictions. This process involves our estimate of our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation, amortization and inventory reserves for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included with our consolidated balance sheets.

We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). SFAS No. 109 requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized.

On July 1, 2007, we adopted FIN No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (“FIN No. 48”). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“SFAS 109”). This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result of the implementation of FIN No. 48, we recognize the tax liability for uncertain income tax positions on the income tax return based on the two-step process prescribed in the interpretation. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating these amounts requires us to determine the probability of various possible outcomes. We evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit, and new exposures. If we later determine that our exposure is lower or that the liability is not sufficient to cover our revised expectations, we adjust the liability and effect a related change in our tax provision during the period in which we make such determination.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We are exposed to financial market risks from fluctuations in foreign currency exchange rates, interest rates and stock prices of marketable securities. With the exception of the stock price volatility of our marketable equity securities, we manage our exposure to these and other risks through our regular operating and financing activities and, when appropriate, through our hedging activities. Our policy is not to use hedges or other derivative financial instruments for speculative purposes. We deal with a diversified group of major financial institutions to limit the risk of nonperformance by any one institution on any financial instrument. Separate from our financial hedging activities, material changes in foreign exchange rates, interest rates and, to a lesser extent, commodity prices could cause significant changes in the costs to manufacture and deliver our products and in customers’ buying practices. We have not substantially changed our risk management practices during fiscal 2007 or the first six months of fiscal 2008 and we do not currently anticipate significant changes in financial market risk exposures in the near future that would require us to change our current risk management practices.

Foreign Currency Exchange. Revenues generated from international operations are generally denominated in foreign currencies. We entered into forward foreign exchange contracts to hedge against fluctuations of intercompany account balances. Market value gains and losses on these hedge contracts are substantially offset by fluctuations in the underlying balances being hedged, and the net financial impact is not expected to be material in future periods. At December 31, 2007, we had forward exchange contracts to sell foreign currencies totaling $17.9 million, including approximately $10.9 million in Euros, $4.6 million in Japanese yen, $1.3 million in Australian dollars and $1.1 million in Canadian dollars. The foreign exchange contracts at the end of each fiscal year mature within the first quarter of the following fiscal year. Additionally, contract values and fair market values are the same.

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In March 2007, we entered into a cross-currency swap of Japanese Yen for $10.0 million which matures in March 2010. This derivative instrument did not qualify for net investment hedge accounting and was deemed to be an ineffective hedge instrument, given that, at the inception of the hedge transaction, there was no formal documentation of the hedging relationship and our risk management objective and strategy for undertaking the hedge. Therefore, we marked to market the decrease in value of approximately $1 million for the six months ended December 31, 2007 and this amount was recorded in other expense, net. A sensitivity analysis assuming a hypothetical 10% movement in foreign currency exchange rates applied to our hedging contracts and underlying balances being hedged at December 31, 2007 and June 30, 2007 indicated that these market movements would not have a material effect on our business, operating results or financial condition. Foreign currency rate fluctuations can impact the U.S. dollar translation of our foreign operations in our consolidated financial statements.

Interest and Investment Income. Our interest and investment income is subject to changes in the general level of U.S. interest rates. Changes in U.S. interest rates affect the interest earned on our cash equivalents and short-term investments. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our investment balances at December 31, 2007 and June 30, 2007 indicated that such market movement would not have a material effect on our business, operating results or financial condition. Actual gains or losses in the future may differ materially from this analysis, depending on our actual balances and changes in the timing and amount of interest rate movements.

Debt and Interest Expense. At December 31, 2007, we had notes payable of $14.1 million. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our outstanding debt balance at December 31, 2007, indicated that such market movement would not have a material effect on our business, operating results or financial condition. Actual gains or losses in the future may differ materially from this analysis, depending on changes in the timing and amount of interest rate movements and the level of borrowings maintained by us.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” (as defined in rules promulgated under the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2007 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective at the “reasonable assurance” level. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a Company have been detected.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act) during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

You should consider carefully the following risk factors as well as other information in this report before investing in any of our securities. If any of the following risks actually occur, our business operating results and financial condition could be adversely affected. This could cause the market price for our common stock to decline, and you may lose all or part of your investment. These risk factors include any material changes to, and supersede, the risk factors previously disclosed in our most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q.

Economic, political and other risks associated with international sales and operations could adversely affect our results of operations.

Because we sell our products worldwide and have significant operations outside of the United States, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total sales. In addition, we expect that the proportion of our employees, contract manufacturers, suppliers, job functions and manufacturing facilities located outside the United States may increase. Accordingly, our future results could be harmed by a variety of factors, including:

• interruption to transportation flows for delivery of parts to us and finished goods to our customers;

• changes in a specific country’s or region’s political, economic or other conditions;

• trade protection measures and import or export licensing requirements;

• negative consequences from changes in tax laws;

• difficulty in staffing and managing widespread operations;

• differing labor regulations;

• differing protection of intellectual property;

• unexpected changes in regulatory requirements; and

• geopolitical turmoil, including terrorism and war.

Foreign currency fluctuations related to international operations may adversely affect our operating results.

We derived approximately 72% of our net sales from outside the United States in the second quarter of 2008 compared to 73% in the same quarter last year and expect to continue to derive the majority of net sales from outside the United States for the foreseeable future. Most of our sales outside the United States are denominated in the local currency of our customers. As a result, the U.S. dollar value of our net sales varies with currency rate fluctuations. Significant changes in the value of the U.S. dollar relative to certain foreign currencies could have a material adverse effect on our results of operations. In recent periods, our results of operations have been positively affected from the depreciation of the U.S. dollar against the Euro, the Japanese yen and other foreign currencies, but there can be no assurance that this positive impact will continue. In the past, our results of operations have been negatively impacted by the appreciation of the U.S. dollar against other currencies.

Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.

The demand for analytical instrumentation products can fluctuate depending upon capital expenditure cycles. Most companies consider our instrumentation products capital equipment and some customers may be unable to secure the necessary capital expenditure approvals due to general economic or customer specific conditions. Significant fluctuations in demand could harm our results of operations.

21

Fluctuations in our quarterly operating results may cause our stock price to decline.

A high proportion of our costs are fixed due in part to our significant sales, research and product development and manufacturing costs. Declines in revenue caused by fluctuations in currency rates, worldwide demand for analytical instrumentation or other factors could disproportionately affect our quarterly operating results, which may in turn cause our stock price to decline.

Downturn in economic conditions could affect our operating results

Our business, financial condition and results of operations may be affected by various economic factors. A downturn in economic conditions may make it more difficult for us to maintain and continue our revenue growth and profitability performance. In an economic recession or under other adverse economic conditions, customers may be less likely to purchase our products and vendors may be more likely to fail to meet contractual terms. A decline in economic conditions may have a material adverse effect on our business.

Our results of operations and financial condition will suffer if we do not introduce new products that are attractive to our customers on a timely basis.

Our products are highly technical in nature. As a result, many of our products must be developed months or even years in advance of the potential need by a customer. If we fail to introduce new products and enhancements as demand arises or in advance of the competition, our products are likely to become obsolete over time, which would harm operating results. Also, if the market is not receptive to our newly developed products, we may be unable to recover costs of research and product development and marketing, and may fail to achieve material components of our business plan.

The analytical instrumentation market is highly competitive, and our inability to compete effectively in this market would adversely affect our results of operations and financial condition.

The analytical instrumentation market is highly competitive and we compete with many companies on a local and international level that are significantly larger than us and have greater resources, including larger sales forces and technical staff. Competitors may introduce more effective and less costly products and, in doing so, may make it difficult for us to acquire and retain customers. If this occurs, our market share may decline and operating results could suffer.

We may experience difficulties with obtaining components from sole- or limited-source suppliers, or manufacturing delays, either of which could adversely affect our results of operations.

Most raw materials, components and supplies that we purchase are available from many suppliers. However, certain items are purchased from sole or limited-source suppliers and a disruption of these sources could adversely affect our ability to ship products as needed. A prolonged inability to obtain certain materials or components would likely reduce product inventory, hinder sales and harm our reputation with customers. Worldwide demand for certain components may cause the cost of such components to rise or limit the availability of these components, which could have an adverse affect our results of operations.

We manufacture products in our facilities in Germany and the United States. Any prolonged disruption to the operations at these facilities, whether due to labor unrest, supplier issues, damage to the physical plants or equipment or other reasons, could also adversely affect our results of operations.

Our executive officers and other key employees are critical to our business, they may not remain with us in the future and finding talented replacements may be difficult.

Our operations require managerial and technical expertise. Each of the executive officers and key employees located in the United States is employed “at will” and may leave our employment at any time. In addition, we operate in a variety of locations around the world where the demand for qualified personnel may be extremely high and is likely to remain so for the foreseeable future. As a result, competition for personnel can be intense and the turnover rate for qualified personnel may be high. The loss of any of our executive officers or key employees could cause us to incur increased operating expenses and divert senior management resources in searching for replacements. An inability to hire, train and retain sufficient numbers of qualified employees would seriously affect our ability to conduct our business.

22

We may be unable to protect our intellectual property rights and may face intellectual property infringement claims.

Our success will depend, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. We cannot be certain that:

• any of our pending patent applications or any future patent applications will result in issued patents;

• the scope of our patent protection will exclude competitors or provide competitive advantages to us;

• any of our patents will be held valid if subsequently challenged; or

• others will not claim rights in or ownership of the patents and other proprietary rights held by us.

Furthermore, we cannot be certain that others have not or will not develop similar products, duplicate any of our products or design around any patents issued, or that may be issued, in the future to us or to our licensors. Whether or not patents are issued to us or to our licensors, others may hold or receive patents which contain claims having a scope that covers products developed by us. We could incur substantial costs in defending any patent infringement suits or in asserting any patent rights, including those granted by third parties. In addition, we may be required to obtain licenses to patents or proprietary rights from third parties. There can be no assurance that such licenses will be available on acceptance terms, if at all.

Our issued U.S. patents, and corresponding foreign patents, expire at various dates ranging from 2008 to 2024. When each of our patents expires, competitors may develop and sell products based on the same or similar technologies as those covered by the expired patent. We have invested in significant new patent applications, and we cannot be certain that any of these applications will result in an issued patent to enhance our intellectual property rights.

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

ISSUER REPURCHASES

We repurchased shares of our common stock under a systematic program to manage the dilution created by shares issued under employee stock plans and for other purposes. This program authorizes repurchases in the open market or in private transactions. We started a series of repurchase programs in 1989 with the Board of Directors authorizing future repurchases of an additional 1.5 million shares of common stock in August 2006 as well as authorizing the repurchase of additional shares of common stock equal to the number of shares of common stock issued pursuant to our employee stock plans.

The following table indicates common shares repurchased and additional shares added to the repurchase program during the three months ended December 31, 2007:

ISSUER PURCHASES OF EQUITY SECURITIES

					Total
					Number of				Maximum
					Shares				Number of
					Purchased		Additional		Shares that
	Total				as Part of		Shares		May Yet Be
	Number		Avg.		Publicly		Authorized		Purchased
	of Shares		Price Paid		Announced		for		Under the
Period	Purchased		per Share		Program		Purchase (1)		Program (2)
October 1-31, 2007						6,352,202		2,698		1,030,657
November 1-30, 2007		154,335		85.01		6,506,537		78,069		954,391
December 1-31, 2007		33,307		84.92		6,539,844		10,507		931,591

(1)	The number of shares represents the number of shares issued pursuant to employee stock plans that are authorized for purchase.
(2)	The number of shares includes current repurchase of 1.5 million shares of common stock approved in August 2006 plus that number of shares of common stock equal to the number of shares issued pursuant to employee stock plans subsequent to August 2006 minus the number of shares purchased.

23

DIVIDENDS

As of December 31, 2007, we have paid no cash dividend on our common stock and we do not anticipate doing so in the foreseeable future.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2007 Annual Meeting of Stockholders was held on October 30, 2007. The six persons name below were elected as proposed in the proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, to serve as directors until our Annual Meeting of Stockholders in 2008 and until their successors are duly elected and qualified. There were 18,902,652 shares of Dionex common stock entitled to vote at the Annual Meeting of Stockholders. The voting regarding each nominee was as follows:

	For		Withheld
David L. Anderson		17,004,467		295,467
A. Blaine Bowman		17,029,344		270,590
Lukas Braunschweiler		17,035,664		264,270
Roderick McGeary		16,895,147		404,787
Ricardo Pigliucci		17,005,456		294,478
Michael W. Pope		16,967,397		332,537

The other matter, voted upon at the Annual Meeting and the results of the voting with respect to such matter were as follows:

1. To ratify the selection of Deloitte & Touche LLP as the independent auditors of Dionex for the fiscal year ending June 30, 2008.

For	Against		Abstained		Broker Non-votes
17,181,466		117,940		528		0

24

EXHIBIT INDEX

Item 6. EXHIBITS

Exhibit
Number	Description	Reference
3.1	Restated Certificate of Incorporation, filed December 12, 1988		(1	)
3.2	Certificate of Amendment of Restated Certificate of Incorporation, filed December 1, 1999 (Exhibit 3.2)		(12	)
3.3	Bylaws, as amended on July 29, 2002 (Exhibit 3.2)		(4	)
3.4	Amendment to Bylaws, adopted on January 11, 2007 (Exhibit 3.1)		(10	)
4.1	Stockholder Rights Agreement dated January 21, 1999, between Dionex Corporation and Bank Boston N.A.		(2	)
10.1	Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)		(7	)
10.2	Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.15)		(3	)
10.3	First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.17)		(5	)
10.4	Dionex Corporation 2004 Equity Incentive Plan, as amended October 2006 (Exhibit 10.1)		(13	)
10.5	Form of Stock Option Agreement for non-employee directors
10.6	Form of Stock Option Agreement for other than non-employee directors
10.7	Form of Stock Unit Award Agreement (Exhibit 10.2)		(13	)
10.8	Form of International Stock Option Agreement (Exhibit 10.8)		(7	)
10.9	Employee Stock Participation Plan (Exhibit 10.13)		(6	)
10.10	Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.1)		(8	)
10.11	Change in Control Severance Benefit Plan (Exhibit 10.15)		(9	)
10.12	Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.8)		(11	)
10.13	Amended Executive Employment Agreement for Lukas Braunschweiler dated January 30, 2008
24.1	Power of Attorney (reference is made to the signature page of this report on Form 10-K)
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

25

(1)	Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-Q filed September 20, 1989.
(2)	Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 10-Q filed February 16, 1999.
(3)	Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed February 14, 2001.
(4)	Incorporated by reference to the indicated Exhibit 10.17 in our Annual Report on Form 10-K filed August 28, 2002.
(5)	Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed September 24, 2003.
(6)	Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed September 10, 2004.
(7)	Incorporated by reference to the indicated exhibit in our Form 10-Q filed November 9, 2007.
(8)	Incorporated by reference to the indicated exhibit in our current Report on Form 8-K filed December 22, 2004.
(9)	Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed May 10, 2005.
(10)	Incorporated by reference to the indicated exhibit in our Form 8-K filed January 17, 2007.
(11)	Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed February 9, 2007.
(12)	Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.
(13)	Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.

26

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.

DIONEX CORPORATION
(Registrant)
 

Date: February 8, 2008

By:	/s/ Lukas Braunschweiler
	Lukas Braunschweiler
	President, Chief Executive Officer And Director

By:	/s/ Craig A. McCollam
	Craig A. McCollam
	Vice President and Chief Financial Officer

27

EXHIBIT INDEX

10.5	Form of Stock Option Agreement for non-employee directors
10.6	Form of Stock Option Agreement for other than non-employee directors
10.13	Amended Executive Employment Agreement for Lukas Braunschweiler dated January 30, 2008
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-10.5

Exhibit 10.5

Automatic Option Grants to Directors

Dionex Corporation
2004 Equity Incentive Plan

Stock Option Agreement
(Nonstatutory Stock Option)

     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Dionex Corporation (the “Company”) has granted you an option under its 2004 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

     The details of your option are as follows:

     1. Vesting. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

     3. Exercise prior to Vesting (“Early Exercise”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided, however, that:

          (a) a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

          (b) any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

          (c) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

     4. Method of Payment. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following:

1.

          (a) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

          (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

          (c) A “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon the exercise of your option by the largest number of whole shares that has a Fair Market Value not exceeding the aggregate exercise price. The Company will require a payment in cash or check from you with respect to any remaining balance of the aggregate exercise price. Shares of Common Stock withheld by the Company in connection with the exercise of your option will no longer be outstanding or exercisable under your option to the extent of (i) shares withheld by the Company to pay the aggregate exercise price of your option under the “net exercise” arrangement, (ii) shares withheld by the Company to satisfy the Company’s tax withholding obligations, and (iii) shares actually delivered to you as a result of the exercise.

     5. Whole Shares. You may exercise your option only for whole shares of Common Stock.

     6. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

     7. Term. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

          (a) ninety (90) days after the termination of your Continuous Service for any reason other than Disability or death, provided that if during any part of such ninety (90)-day

2.

period you may not exercise your option solely because of the condition set forth in the preceding paragraph relating to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of ninety (90) days after the termination of your Continuous Service;

          (b) twelve (12) months after the termination of your Continuous Service due to your Disability;

          (c) twelve (12) months after your death if you die either during your Continuous Service or within ninety (90) days after your Continuous Service terminates;

          (d) the Expiration Date indicated in your Grant Notice; or

          (e) the day before the tenth (10th) anniversary of the Date of Grant.

     8. Special Acceleration. In the event of the termination of your Continuous Service due to your Disability or if you die either during your Continuous Service or within ninety (90) days after your Continuous Service terminates, your option shall immediately vest so that your option shall be exercised for any or all shares subject to the option as fully vested shares of Common Stock.

     9. Exercise.

          (a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

          (b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.

     10. Transferability. Your option is not transferable, except (i) by will or by the laws of descent and distribution, (ii) with the prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a form accepted by the Company, in which the option is to be passed to beneficiaries upon the death of the trustor (settlor) and (iii) with the prior written approval of the Company, by gift, in a form accepted by the Company, to a permitted transferee under a Form S-8 registration statement promulgated by the Securities and Exchange Commission.

     11. Option Not a Service Contract. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall

3.

obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

     12. Withholding Obligations.

          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board or a “net exercise” arrangement to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

          (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

          (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied.

     13. Notices. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

     14. Governing Plan Document. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated

4.

and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

5.

EX-10.6

Exhibit 10.6

Discretionary Option Grants

Dionex Corporation
2004 Equity Incentive Plan

Stock Option Agreement
(Incentive Stock Option or Nonstatutory Stock Option)

     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Dionex Corporation (the “Company”) has granted you an option under its 2004 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

     The details of your option are as follows:

     1. Vesting. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

     3. Exercise Restriction for Non-Exempt Employees. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

     4. Exercise prior to Vesting (“Early Exercise”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided, however, that:

          (a) a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

          (b) any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

          (c) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

1.

          (d) if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

     5. Method of Payment. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following:

          (a) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

          (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

          (c) A “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon the exercise of your option by the largest number of whole shares that has a Fair Market Value not exceeding the aggregate exercise price. The Company will require a payment in cash or check from you with respect to any remaining balance of the aggregate exercise price. Shares of Common Stock withheld by the Company in connection with the exercise of your option will no longer be outstanding or exercisable under your option to the extent of (i) shares withheld by the Company to pay the aggregate exercise price of your option under the “net exercise” arrangement, (ii) shares withheld by the Company to satisfy the Company’s tax withholding obligations, and (iii) shares actually delivered to you as a result of the exercise.

     6. Whole Shares. You may exercise your option only for whole shares of Common Stock.

     7. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable

2.

upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

     8. Term. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

          (a) ninety (90) days after the termination of your Continuous Service for any reason other than your Disability or death; provided, however, that (i) if during any part of such ninety (90) day period your option is not exercisable solely because of the condition set forth in the preceding paragraph relating to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of ninety (90) days after the termination of your Continuous Service and (ii) if (x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months after the Date of Grant specified in your Grant Notice, and (z) you have vested in a portion of your option at the time of your termination of Continuous Service, your option shall not expire until the earlier of (A) the later of the date that is seven (7) months after the Date of Grant specified in your Grant Notice or the date that is ninety (90) days after the termination of your Continuous Service, or (B) the Expiration Date;

          (b) twelve (12) months after the termination of your Continuous Service due to your Disability;

          (c) eighteen (18) months after your death if you die either during your Continuous Service or within ninety (90) days after your Continuous Service terminates;

          (d) the Expiration Date indicated in your Grant Notice; or

          (e) the day before the tenth (10th) anniversary of the Date of Grant.

     If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your permanent and total disability, as defined in Section 22(e)(3) of the Code. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

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      9. Exercise.

          (a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

          (b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.

          (c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

      10. Transferability.

          (a) If your option is an Incentive Stock Option, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option.

          (b) If your option is a Nonstatutory Stock Option, your option is not transferable, except (i) by will or by the laws of descent and distribution, (ii) with the prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a form accepted by the Company, in which the option is to be passed to beneficiaries upon the death of the trustor (settlor) and (iii) with the prior written approval of the Company, by gift, in a form accepted by the Company, to a permitted transferee under a Form S-8 registration statement promulgated by the Securities and Exchange Commission.

     11. Option Not a Service Contract. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

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      12. Withholding Obligations.

          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board or a “net exercise” arrangement to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

          (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

          (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied.

     13. Notices. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

     14. Governing Plan Document. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

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EX-10.13

Exhibit 10.13

EXECUTIVE EMPLOYMENT AGREEMENT
FOR
DR. LUKAS BRAUNSCHWEILER

Amended as of January 30, 2008

          This Executive Employment Agreement (this “Agreement”) was originally entered into by and between Dr. Lukas Braunschweiler (hereinafter “Executive”) and Dionex (Europe) Management AG (hereinafter, the “Company”), as of the Effective Date (defined below). Section 4(c) of this Agreement is amended as of January 30, 2008 to comply with certain provisions of the Swiss Pension Insurance Act. In consideration of the mutual promises made herein, the Company and Executive agree as follows:

     1. Employment By The Company. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, such employment to commence as of November 1, 2006 (the “Effective Date”). On the Effective Date, Executive will be employed as the Company’s Chief Executive Officer (“CEO”).

     2. Responsibilities. As CEO, Executive shall perform the functions and responsibilities provided for that position in accordance with the terms and conditions of this Agreement, the articles of association of the Company, applicable law, and the instructions and directives of the Board of Directors of the Company (the “AG Board”). Executive shall report to the AG Board. The primary duties and responsibilities applicable to Executive include, but are not limited to: (a) continuing to act as, and to perform the duties of, President and Chief Executive Officer of Dionex Corporation (“Dionex”), which is the parent company of the Company, including but not limited to performing such duties pursuant to a Services Agreement between the Company and Dionex; (b) overall management of Dionex, including implementation of the Dionex business plan and policy as determined by the Board of Directors of Dionex (the “Dionex Board”); (c) overall management of the Company, including implementation of the Company’s business plan and policy as determined by the AG Board; (d) regular reporting to the AG Board and to the Dionex Board with regard to the course of business and management issues of significance; (e) other activities as requested or directed by the AG Board or the Dionex Board from time to time; and (f) other services within the course and scope of his duties for Dionex on behalf of any subsidiary or affiliate of Dionex or the Company (collectively, and together with Dionex and the Company, the “Dionex Group”).

     3. Working Time; Office Location. Executive shall devote the whole of his professional time, attention and energies to the performance of his duties and responsibilities described in Section 2 above, except for vacation periods and periods of illness or other incapacity permitted by the Company’s general employment policies, or as otherwise permitted by this Agreement. Executive shall use his best efforts in performing said duties and responsibilities. Executive’s primary office location will be in the Company’s corporate headquarters currently located in Olten, Switzerland, and Executive will also spend time as required by his duties and responsibilities to Dionex in Dionex’s corporate headquarters in Sunnyvale, California.

     4. Compensation And Benefits.

          (a) Base Salary. The Company will pay Executive a base salary in the annualized amount of CHF 525’000, payable in twelve identical installments at the end of each calendar month, and subject to the Company’s obligations under Section 4(c) below. Such compensation is subject to change from time to time in the AG Board’s discretion. Executive’s base salary compensates him for the entire

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working time necessary for performing the duties and responsibilities described in Section 2 above. Executive acknowledges that he will not be eligible to receive additional compensation or overtime for hours exceeding the regular weekly working hours or for additional time for weekend, holiday or vacation work.

          (b) Management Incentive Bonus Plan. Executive shall be eligible to receive an annual bonus pursuant to the terms and conditions of the Management Incentive Bonus Plan of Dionex (the “MIB Plan”), which bonus, if earned, shall be payable within two months after the end of Dionex’s fiscal year, so long as both (i) Executive’s employment has not been terminated (by the Company or Executive) for any reason prior to the time payment is scheduled to be made, and (ii) the Company did not release Executive from his obligations under Sections 2 and 3 of this Agreement prior to June 1 of the fiscal year with respect to which the bonus would be payable following receipt of notice from Executive of termination of his employment pursuant to Section 5(a) of this Agreement. Such bonus payment(s), if any, represent special payments as provided for in Article 322d of the Swiss Code of Obligations (the “CO”). The amount of any bonus shall be determined by the AG Board (excluding Executive, if he is a member of the AG Board at the relevant time), at the direction and in the discretion of the Compensation Committee of the Dionex Board, consistent with the terms and formulas set out in the MIB Plan and any additional performance criteria for Dionex and Executive.

          (c) Replacement of Profit Sharing Payments and other Benefits. Under his former employment with Dionex, Executive received profit sharing payments under the Dionex Employee Profit Sharing Plan in which the North American employees of Dionex participate, Dionex’s matching contribution to Executive’s 401(k) account, and certain medical benefits. Executive understands and agrees that under this Agreement, he will not receive those payments or benefits. Instead, the Company shall (i) with respect to Executive’s base salary, pay one hundred percent (100%) of Executive’s portion of the mandatory contribution to the AVH/IV/ALV pillar of social security in Switzerland, in addition to the Company’s mandatory portion, plus the amounts required by law for accident insurance (UVG) and sick leave (Krankentaggeld), and (ii) make a contribution to Executive’s Swisscanto pension fund account maintained by the Company, on a quarterly basis, at an annual rate of CHF 73’829.70.

          (d) Social Security Insurance. Executive acknowledges that he has been informed of the existing social security protection and the apportionment of premiums, as described further in Section 4(c) above. Executive agrees to such protection and apportionment of premiums and acknowledges his right to inspect the relevant insurance documentation.

          (e) Absences Due to Illness or Injury.

               (i) Executive shall immediately inform the Company if he is unable to work and he shall further inform the Company of the estimated duration of and the reasons for his inability to work. Executive shall, upon the Company’s request, but in any event no later than after the third calendar day of the beginning of any inability to work due to illness or injury, provide the Company with a medical certificate confirming his inability to work and the estimated duration of such inability. If the inability to work lasts longer than indicated in the medical certificate, Executive shall submit a new medical certificate. The Company shall be entitled to request at any time that Executive undertake a medical examination with a medical examiner named by the Company and at the Company’s cost, and Executive shall be required to undertake such medical examination.

               (ii) If Executive is unable to perform the duties of his position due to illness, injury, required performance of a legal duty or a public office, or for any another cause through no fault of his own, he shall be entitled to continued payment of his base salary then in effect in accordance with

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the following schedule (“Berner Skala”), provided that, for the purposes of this Section 4(e)(ii) only, Executive’s hire date shall be considered to be August 5, 2002 (the “Dionex Hire Date”): (a) for up to three (3) months during the fifth through ninth years after the Dionex Hire Date; (b) for up to four (4) months during the tenth through fourteenth years after the Dionex Hire Date; (c) for up to five (5) months during the fifteenth through nineteenth years after the Dionex Hire Date; and (d) for up to six (6) months during the twentieth through twenty-fifth years after the Dionex Hire Date.

          (f) Vacation. Executive shall accrue vacation at an annual rate of twenty (20) days per year. Executive shall schedule his vacation consistent with his duties and the Company’s needs, and with the advance approval of the Board. Executive may carry over any unused vacation days to the following calendar year in accordance with Company policy.

          (g) Business Expenses. The Company shall reimburse Executive for all reasonable business expenses, including expenses incurred for travel on Company business or the business of such other entity in the Dionex Group, in accordance with the then-applicable policies and procedures of the Company. To be eligible for reimbursement, Executive must submit business expense reimbursement requests on a timely basis, which includes supporting documentation (including receipts) reasonably satisfactory to the Company.

          (h) Dionex Change in Control Severance Benefit Plan. Executive will continue to be eligible to receive benefits, if any become due, under the terms and conditions of the Dionex Change in Control Severance Benefit Plan in effect as of October 5, 2001 (the “Severance Benefit Plan”), to the extent permitted under the terms of the Severance Benefit Plan; provided, however that Dionex retains the discretion to alter, amend or terminate the Severance Benefit Plan in accordance with its terms. In the event that Executive is ineligible for benefits under the then-effective Severance Benefit Plan only due to his employment by the Company rather than employment by Dionex, the Company agrees to provide him benefits equivalent to those that would be provided under the Severance Benefit Plan in the event the other terms and conditions for receipt of benefits under the Severance Benefit Plan otherwise are met.

          (i) Dionex Equity Grants. This Agreement does not alter or affect any equity grants provided to Executive by Dionex. To the extent consistent with and permitted by the operative equity incentive plans and Executive’s equity grant agreements, Executive’s employment with the Company will be considered continuous service for the purposes of such equity incentive plans and Executive’s equity grants.

          (j) Indemnification. During the term of this Agreement, Dionex will continue to maintain insurance coverage applicable to Executive against directors’ and officers’ liability arising out of his activities under this Agreement, at a coverage level that is customary in the industry. In addition, Executive will be entitled to indemnification pursuant to the terms of Dionex’s bylaws, as in effect from time to time (the “Dionex Bylaws”). Except to the extent covered by the afore-mentioned insurance protection, neither the Company nor the Dionex Group shall have any obligation to indemnify Executive if he becomes liable as a director or officer for intentional misconduct or gross negligence or due to conduct contrary to instructions of the Company or the Dionex Group. Nothing herein shall limit the indemnification rights Executive might have under the Dionex Bylaws or the Delaware General Corporation Law.

     5. Term; Termination.

          (a) Term of Employment. This Agreement is effective as of the Effective Date, which shall also be the date that Executive commences employment with the Company. Executive’s employment under this Agreement shall continue for an indefinite period of time; provided, however, that

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it can be terminated: (i) for Cause (defined below) at any time by the Company upon written notice to Executive; and (ii) by the Company without Cause, or by Executive for any reason, upon six (6) months written notice to the other party; provided, however, that any termination under this Section 5(a)(ii) can be effective only on or after the one year anniversary of the Effective Date. In the event of a termination without Cause by the Company, or termination by Executive, during the termination notice period, the Company may, but is not required to, release, without obligation, Executive from his obligations under Sections 2 and 3 of this Agreement and will continue to provide Executive’s base salary if Executive elects to engage in other employment or business activities during the notice period so long as such other employment or business activities do not violate Section 7 of this Agreement (Noncompetition and Nonsolicitation Obligations) and if the Company releases him from his obligations under Sections 2 and 3 of this Agreement. There is no probation period of employment. For purposes of this Agreement, the parties agree that Cause for termination of Executive’s employment shall include the following: (i) fraud or conviction (including a no contest or guilty plea) of criminal acts committed by Executive; (ii) Executive’s material breach of any provision of any written agreement with the Company, including but not limited to this Agreement or the Proprietary Information Agreement (as defined below); (iii) Executive’s material failure to perform Executive’s job duties as determined by the Board in its reasonable judgment, and after notice of such failure has been given to Executive by the Board and Executive has had a fifteen (15) business-day period within which to cure such failure (provided that, notice by the Board is required only if the material failure is reasonably capable of cure); or (iv) a material violation of any Company policy or procedure.

          (b) Post-Termination Consulting Relationship. In the event that Executive’s employment is terminated without Cause by the Company, Executive will be obliged, at the Company’s option, to serve on behalf of the Company as a consultant for a period of up to six (6) months from the termination date. During such consulting period, Executive shall be required to comply with the noncompetition and nonsolicitation provisions set forth in Section 7 below, and the sole compensation that Executive will be entitled to receive during such period will be a monthly consulting fee equal to his base monthly salary in effect as of the termination of his employment. In the event that Executive materially breaches any provision of Section 7, the Company shall have the option to terminate the consulting period without advance notice, in which case the Company’s obligation to continue to pay consulting fees to Executive will cease. Additional terms of the consulting relationship will be subject to mutual agreement of the parties, to be negotiated and agreed at the time of Executive’s termination.

     6. Outside Activities.

          (a) Non-Company Activities. Except for any activities authorized in writing in advance by the AG Board and the Dionex Board and activities as a passive investor, Executive will not during his employment by the Company undertake or engage in any other employment, occupation or business enterprise, including but not limited to activities as an advisor, member of a board of directors, holder of a public office or member of a professional association.

          (b) No Adverse Interests. During his employment, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by him to be adverse or antagonistic to the Company or the Dionex Group, or their business or prospects, financial or otherwise, except as permitted by Section 6(a) or 6(c) herein.

          (c) Noncompetition During Employment. During the term of his employment by the Company, except at the request of the AG Board or the Dionex Board, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, employee, or in any capacity whatsoever, engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or

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other entity whatsoever that competes directly with the Company or any other entity of the Dionex Group, anywhere in the world, in any line of business engaged in (or planned to be engaged in) by the Company or any other entity of the Dionex Group; provided, however, that Executive may own, as a passive investor, securities of any competing public corporation, so long as his direct and indirect holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting securities of such corporation, and any ownership interest in a competitor is disclosed in writing to the AG Board and the Dionex Board.

     7. Noncompetition and Nonsolicitation Obligations.

          (a) Due to the fact that Executive’s position with the Company will entail access to the Company’s and Dionex’s clientele and to the manufacturing and business secrets of the Company and the Dionex Group, he undertakes, during the term of this Agreement and the period in which Executive provides consulting services as described in Section 5(b) above, to refrain from any activity in all countries in which the Company or any entity of the Dionex Group is active that competes with the business of the Company and/or the Dionex Group, including, without limitation, in the field of chromatography and extraction systems used to separate, isolate, and identify the components of chemical mixtures, and he further agrees not to solicit employees or consultants of the Company or any other entity in the Dionex Group for his own business or the business of any third parties.

          (b) In particular, Executive undertakes: (i) not to participate, directly or indirectly, financially or otherwise, in any enterprise that develops, manufactures, offers, or distributes products, or provides services similar to those of the Company and/or the Dionex Group or that otherwise competes with the business of the Company and/or the Dionex Group; (ii) not to be active, fully or partially, for such an enterprise, be it as an employee, representative, adviser or otherwise; (iii) not to directly or indirectly establish such an enterprise; and (iv) not to directly or indirectly solicit or employ other employees of the Company or the Dionex Group or in any other way enter into an agreement with such employees for the benefit of himself or a third party.

          (c) The Company may at any time waive, in whole or as to any entity or entities of the Dionex Group any or division, business unit or product line thereof, its claim against Executive to comply with the obligations not to compete and/or not to solicit. Once the Company waives the said claim it is no longer obliged to pay any compensation to Executive and any post-termination consulting period will then cease.

          (d) In case Executive wants to assert that his obligation not to compete is unreasonable because it unduly hinders his economic prospects, he must present the Company in writing the reasons for his allegation and at the same time provide documentation showing his unsuccessful efforts to secure new employment. In such a case, the Company will inform Executive within thirty (30) days whether it will uphold the existing obligation not to compete or whether it will agree to a modification of the obligation not to compete.

     8. Compliance With Company’s General Employment Policies. Executive’s employment relationship will be governed by the general employment policies, practices and procedures of the Company and Dionex, and Executive agrees to abide by all such policies, practices and procedures, as they from time to time are adopted or modified by the Company or Dionex at its sole discretion.

     9. Intellectual Property Rights.

     (a) All inventions and designs that Executive, solely or jointly with others, makes or contributes to while performing his tasks and activities as an employee of the Company and fulfilling his

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duties under this Agreement, as well as all creations, data, findings, works, computer-programs, marks, methods, documents and any other results of Executive’s performance under this Agreement (the “Results”), belong exclusively to the Company and/or the Dionex Group regardless of whether or not the Results are protected under applicable laws and regulations. To the extent that the Company is not entitled to the rights to Results on the basis of Article 332 paragraph 1 of the CO, Executive assigns and transfers any rights to and in connection with such Results to the Company and/or the Dionex Group. Each of the Company and/or the Dionex Group is free to modify and use such Results at its own discretion.

          (b) Each of the Company and any entity in the Dionex Group is entitled to acquire from Executive all inventions and designs that Executive, solely or jointly with others, makes or contributes to in the course of performing his tasks and activities as an employee of the Company and/or an officer of Dionex, whether on behalf of the Company and/or the Dionex Group, but which were not made in fulfillment of his duties under this Agreement (the “Occasional Inventions”). As soon as Executive makes or contributes to any Occasional Invention he shall inform the Company in writing. The Company and/or the Dionex Group must then notify Executive within six (6) months if any such entity intends to acquire the respective Occasional Invention. If the Company and/or the Dionex Group acquires any Occasional Inventions, Executive will be entitled to an appropriate compensation in accordance with the principles set out in Article 332 paragraph 4 of the CO.

          (c) During and after the term of his employment, Executive will support and assist the Company and/or the Dionex Group in the process of patenting inventions or registering other intellectual property rights that he made or to which he contributed.

          (d) Executive confirms that all “Inventions” and “Proprietary Rights” under the Employee Proprietary Information and Inventions Agreement between Executive and Dionex dated June 1, 2002 (the “Proprietary Information Agreement”), a copy of which is attached hereto as Exhibit A, have been assigned by Executive to Dionex. To the extent that any such rights are for any reason not already vested in Dionex, Executive herewith completely and exclusively assigns and transfers to Dionex all such “Inventions” and “Proprietary Rights”, including but not limited to the entire copyright and all other rights in all discoveries, processes, methods, computer programs, know-how, information, product improvements, works, designs and/or marks he has learned, made or conceived during his employment with Dionex, whether alone or in conjunction with others, and whether in the execution of his duties to Dionex or otherwise in exercising his employment activities, all of which shall become and remain the sole property of Dionex, and Dionex shall have the exclusive and unrestricted right to modify, reproduce, exploit or otherwise use the aforementioned work results, modified or not, without mentioning Executive’s name. The Proprietary Information Agreement shall continue in effect and apply to Executive’s employment with the Company, except to the extent it conflicts with any provision of this Agreement or applicable law.

     10. Confidentiality.

          (a) Executive shall treat as confidential and not disclose to others, or take or use for Executive’s own purposes or for the purposes of others, any business matters of the Company and/or the Dionex Group unless authorized by the AG Board or the Dionex Board, as applicable, and Executive reaffirms and agrees to comply with the provisions of the Proprietary Information Agreement regarding nondisclosure of Proprietary Information, as defined therein, and which Executive acknowledges applies to all such information of the Company and/or the Dionex Group.

          (b) Business matters as referred to above include (but are not limited to) manufacturing secrets, business secrets and all other facts that are relevant for the business and not known

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to the public and either of a confidential nature (such as business plans and strategies, addresses of employees, suppliers and customers, agreements and their terms and conditions, unpublished accounting figures and balance sheet figures, and the like) or have been indicated to Executive as being confidential.

          (c) This confidentiality obligation will remain effective after the termination of this Agreement without limitation and irrespective of the cause of termination.

          (d) Executive must keep in safe custody any documentation on business matters of the Company and the Dionex Group and shall surrender all such documentation to the Company upon its request, and no later than the termination of his employment with the Company for any reason, and without keeping any copies (in whole or in part). Wherever copies cannot be surrendered to the Company (e.g. digital copies, data carriers or the like), such copies must be destroyed by Executive at the time of the request of return of all documentation, even if destruction of copies has not been specifically requested by the Company or the Dionex Group.

     11. Liquidated Damages.

          (a) Executive is aware and acknowledges that a violation of his obligations as set out in Section 7 (Noncompetition and Nonsolicitation Obligations) and in Section 10 (Confidentiality) might seriously damage the Company and/or the Dionex Group.

          (b) Executive shall pay liquidated damages of CHF 260’000 to the Company for each case of violation of one of the obligations as set forth in Section 7 (Noncompetition and Nonsolicitation Obligations) or in Section 10 (Confidentiality). In the event of continued violations of the obligation not to compete, liquidated damages in the afore-mentioned amount will become due every month as long as Executive continues to violate his noncompetition obligations. Additionally, the Company has the right to assert claims for any damages caused by violations of these obligations.

          (c) A payment of liquidated damages does not release Executive from his obligations as set forth in Section 7 (Noncompetition and Nonsolicitation Obligations) or in Section 10 (Confidentiality).

          (d) Additionally, if Executive violates the obligation not to compete, the Company has the right to prohibit Executive from starting or continuing activities that are contrary to his non-competition obligation, and may, in particular, require Executive to abandon a new occupation (e.g. the Company may obtain specific performance or “Realexekution”).

     12. Data Protection. Executive acknowledges and agrees that the Company may store, transfer, change and destroy all of his personal data in connection with this Agreement. He particularly acknowledges and agrees that the Company has the right to transfer any of his data to other companies of the Dionex Group in Switzerland or abroad (including but not limited to Dionex’s offices in the United States).

     13. General Provisions.

          (a) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Switzerland without regard to conflict of laws principles that would otherwise apply the law of another jurisdiction. Any disputes arising out of this Agreement shall be submitted to the courts at the domicile or seat of the Company or at the place where Executive usually carries out his work. Any ambiguity in this Agreement shall not be construed against either party as the drafter.

7.

          (b) Complete Agreement. This Agreement, including Exhibit A, constitutes the complete, final and exclusive embodiment of the entire agreement and understanding of the parties with regard to the subject matter hereof. This Agreement is entered into without reliance on any promise, warranty or representation other than those expressly contained herein, and it supersedes and replaces any and all prior or contemporaneous agreements, promises or representations between the Company and Executive, whether oral, written or implied, except the Proprietary Information Agreement and except as otherwise provided herein. Nothing in this paragraph shall affect the agreements described in Paragraph 4(i) above. It also replaces and supersedes any agreements between Dionex and Executive concerning Executive’s employment with Dionex, and such agreements shall terminate effective as of the Effective Date, except as expressly provided herein. The terms of this Agreement and any changes in Executive’s employment terms require a written amendment to this Agreement signed by Executive and a duly authorized officer of the Company, and written approval of such amendment by the holders of a majority in interest of the then outstanding capital stock of the Company.

          (c) Waiver. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach.

          (d) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, illegal or unenforceable provision will be reformed, construed and enforced in such jurisdiction so as to render it valid, legal, and enforceable consistent with the general intent of the parties insofar as possible.

          (e) Headings. The headings and captions of the various paragraphs of this Agreement are placed herein for the convenience of the parties and the reader, do not constitute a substantive term or terms of this Agreement, and shall not be considered in the interpretation or application of this Agreement.

          (f) Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. Signatures transmitted via facsimile or electronically by PDF shall be deemed the equivalent of originals.

          (g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by and against Executive and the Company, and their respective successors, assigns, heirs, executors and administrators; except that it is agreed that Executive may not assign any of his duties hereunder; and Executive may not assign any of Executive’s rights hereunder without the written consent of the Company.

          (h) Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon, as applicable, the date of personal delivery (including personal delivery by facsimile transmission), the date of delivery by express delivery service (e.g. Federal Express), or the third day after mailing by certified or registered mail, return receipt requested. Notices to the Company shall be sent to the Chairman of the AG Board (or, if Executive is the Chairman of the AG Board, to all other members of the AG Board), with a copy to the Chairman of the Dionex Board, and notices to Executive shall be sent to his residential address as listed on the Company’s payroll, or as otherwise provided in writing by Executive to the Board.

8.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

          (i) Right To Work. This Agreement is subject to satisfactory proof of Executive’s right to work in Switzerland.

     In Witness Whereof, the parties have executed this Agreement on the dates specified below.

Dionex (Europe) Management AG
By:	/s/Riccardo Pigliucci
	Riccardo Pigliucci
	Director
Date: February 6, 2008

Exhibit A — Employee Proprietary Information and Inventions Agreement

Accepted and agreed:

/s/ Dr. Lukas Braunschweiler  

Dr. Lukas Braunschweiler 

Date: January 30, 2008

9.

Exhibit A

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Lukas Braunschweiler, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Dionex 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(s) 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(s) 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: February 8, 2008

/s/ Lukas Braunschweiler  

Lukas Braunschweiler 

President, Chief Executive Officer and Director 

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Craig A. McCollam, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Dionex 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(s) 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 Company 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(s) 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: February 8, 2008

/s/ Craig A. McCollam  

Craig A. McCollam 

Vice President and Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Lukas Braunschweiler, Chief Executive Officer of Dionex Corporation, hereby certifies that, to the best of his knowledge:

1. Dionex Corporation’s Quarterly Report on Form 10-Q for the period ended December 31, 2007, and to which this Certification is attached (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Dionex Corporation.

By:	/s/ Lukas Braunschweiler
	Name:	Lukas Braunschweiler
	Title:	President, Chief Executive Officer and Director
	Date:	February 8, 2008

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Craig A. McCollam, the Chief Financial Officer of Dionex Corporation, hereby certifies that, to the best of his knowledge:

1. Dionex Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, to which this Certification is attached (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Dionex Corporation.

By:	/s/ Craig A. McCollam
	Name:	Craig A. McCollam
	Title:	Vice President and Chief Financial Officer
	Date:	February 8, 2008