VERALTO CORPORATIONStock Option Agreement • August 3rd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
Unless otherwise defined herein, the terms defined in the Veralto Corporation 2023 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
VERALTO CORPORATIONRestricted Stock Unit Agreement • August 3rd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
Unless otherwise defined herein, the terms defined in the Veralto Corporation 2023 Omnibus Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
VERALTO CORPORATIONPerformance Stock Unit Agreement • February 28th, 2024 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
Unless otherwise defined herein, the terms defined in the Veralto Corporation 2023 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
EMPLOYEE MATTERS AGREEMENT by and between DANAHER CORPORATION And VERALTO CORPORATION Dated as of September 29, 2023Employee Matters Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.
TAX MATTERS AGREEMENT by and between DANAHER CORPORATION and VERALTO CORPORATION Dated as of September 29, 2023Tax Matters Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2023, between Danaher Corporation, a Delaware corporation (“Danaher”) and Veralto Corporation, a Delaware corporation (“Veralto” and, together with Danaher, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between DANAHER CORPORATION and VERALTO CORPORATION Dated as of September 29, 2023Separation and Distribution Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
VERALTO CORPORATIONRestricted Stock Unit Agreement • August 3rd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
Unless otherwise defined herein, the terms defined in the Veralto Corporation 2023 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
TRANSITION SERVICES AGREEMENT by and between DANAHER CORPORATION and VERALTO CORPORATION Dated as of September 29, 2023Transition Services Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be.
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be.
DBS LICENSE AGREEMENTDBS License Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This DBS LICENSE AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Business System IP Holdings LLC (“Danaher”), a Delaware corporation, and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • New York
REGISTRATION RIGHTS AGREEMENT dated as of September 19, 2023 (this “Agreement”) is entered into by and among Veralto Corporation, a Delaware corporation (the “Company”) and Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC, as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals
(1)VTI Sweden AB a Swedish limited liability company with company reg. no. 5591943542, having its registered address at Johannesfredsgatan 4, 431 53 Mölndal (the “Company”);
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals
Framework Agreement between Beckman Coulter Life Sciences and Hach CompanyFramework Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • New York
This Framework Agreement (“Agreement”), dated as of September 29, 2023, by and between Beckman Coulter, Inc., a corporation organized under the laws of Delaware and having a place of business at 5350 Lakeview Parkway South Drive, Indianapolis, IN 46268, United States (“Beckman”), and Hach Company, a corporation organized under the laws of Delaware and having a place of business at 5600 Lindbergh Drive, Loveland, CO 80538 (“Hach”). Beckman and Hach are hereinafter referred to individually as a “Party” or, collectively, as the “Parties”.
VERALTO CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING SOLICITATION AND PROTECTION OF PROPRIETARY INTERESTSVeralto Corp • August 3rd, 2023 • Instruments for meas & testing of electricity & elec signals
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 3rd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This Agreement is made as of the _____ day of ____, 2023, by and between Veralto Corporation, a Delaware corporation (the “Corporation”), and the individual whose signature is set forth on the signature line below (the “Indemnitee”), a director or officer of the Corporation.
VERALTO CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTSVeralto Corp • August 3rd, 2023 • Instruments for meas & testing of electricity & elec signals • Delaware
VERALTO CORPORATION2023 Omnibus Incentive Plan • August 3rd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
Unless otherwise defined herein, the terms defined in the Veralto Corporation 2023 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
CREDIT AGREEMENT Dated as of August 31, 2023, among VERALTO CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, the other LENDERS party hereto, BANCO BILBAO VIZCAYA...Credit Agreement • August 31st, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • New York
This CREDIT AGREEMENT, dated as of August 31, 2023 (as amended, modified or supplemented from time to time, this “Agreement”), is entered into among VERALTO CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENTStockholder’s and Registration Rights Agreement • June 30th, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is by and between Veralto Corporation, a Delaware corporation (“Veralto”), and Danaher Corporation, a Delaware corporation (“Danaher”).
