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Envista Holdings Corp. – ‘10-K’ for 12/31/23 – ‘EX-10.26’

On: Thursday, 2/15/24, at 4:20pm ET · For: 12/31/23 · Accession #: 1757073-24-19 · File #: 1-39054

Previous ‘10-K’: ‘10-K’ on 2/16/23 for 12/31/22 · Latest ‘10-K’: This Filing · 21 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/15/24  Envista Holdings Corp.            10-K       12/31/23  149:14M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.47M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     56K 
 3: EX-10.13    Material Contract                                   HTML     42K 
 4: EX-10.26    Material Contract                                   HTML     68K 
 5: EX-10.27    Material Contract                                   HTML     62K 
 6: EX-21.1     Subsidiaries List                                   HTML     42K 
 7: EX-23.1     Consent of Expert or Counsel                        HTML     40K 
11: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     61K 
                Awarded Compensation                                             
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
17: R1          Cover Page                                          HTML    108K 
18: R2          Audit Information                                   HTML     44K 
19: R3          Consolidated Balance Sheets                         HTML    142K 
20: R4          Consolidated Balance Sheets (Parenthetical)         HTML     63K 
21: R5          Consolidated Statements of Operations               HTML    142K 
22: R6          Consolidated Statements of Comprehensive (Loss)     HTML     69K 
                Income                                                           
23: R7          Consolidated Statements of Changes in               HTML    115K 
                Stockholders' Equity                                             
24: R8          Consolidated Statements of Cash Flows               HTML    174K 
25: R9          Business And Basis Of Presentation                  HTML     85K 
26: R10         Summary Of Significant Accounting Policies          HTML     85K 
27: R11         Acquisitions                                        HTML     69K 
28: R12         Discontinued Operations                             HTML     64K 
29: R13         Credit Losses                                       HTML     48K 
30: R14         Inventories                                         HTML     48K 
31: R15         Property, Plant And Equipment                       HTML     51K 
32: R16         Leases                                              HTML     60K 
33: R17         Goodwill And Other Intangible Assets                HTML     93K 
34: R18         Accrued Expenses And Other Liabilities              HTML     62K 
35: R19         Hedging Transactions And Derivative Financial       HTML     67K 
                Instruments                                                      
36: R20         Fair Value Measurements                             HTML     85K 
37: R21         Pension And Other Benefit Plans                     HTML    154K 
38: R22         Warranty                                            HTML     48K 
39: R23         Litigation And Contingencies                        HTML     46K 
40: R24         Debt And Credit Facilities                          HTML    101K 
41: R25         Stock Transactions And Stock-Based Compensation     HTML    133K 
42: R26         Accumulated Other Comprehensive Loss                HTML    109K 
43: R27         Revenue                                             HTML     73K 
44: R28         Restructuring and Related Activities                HTML     64K 
45: R29         Income Taxes                                        HTML    131K 
46: R30         (Loss) Earnings Per Share                           HTML     93K 
47: R31         Segment Information                                 HTML    111K 
48: R32         Schedule II - Valuation and Qualifying Accounts     HTML     62K 
49: R33         Pay vs Performance Disclosure                       HTML     51K 
50: R34         Insider Trading Arrangements                        HTML     56K 
51: R35         Summary Of Significant Accounting Policies          HTML    143K 
                (Policies)                                                       
52: R36         Summary Of Significant Accounting Policies          HTML     53K 
                (Tables)                                                         
53: R37         Acquisitions (Tables)                               HTML     64K 
54: R38         Discontinued Operations (Tables)                    HTML     65K 
55: R39         Credit Losses (Tables)                              HTML     45K 
56: R40         Inventories (Tables)                                HTML     49K 
57: R41         Property, Plant And Equipment (Tables)              HTML     53K 
58: R42         Leases (Tables)                                     HTML     62K 
59: R43         Goodwill And Other Intangible Assets (Tables)       HTML    127K 
60: R44         Accrued Expenses And Other Liabilities (Tables)     HTML     61K 
61: R45         Hedging Transactions And Derivative Financial       HTML     82K 
                Instruments (Tables)                                             
62: R46         Fair Value Measurements (Tables)                    HTML     79K 
63: R47         Pension And Other Benefit Plans (Tables)            HTML    157K 
64: R48         Warranty (Tables)                                   HTML     46K 
65: R49         Debt And Credit Facilities (Tables)                 HTML     83K 
66: R50         Stock Transactions And Stock-Based Compensation     HTML    140K 
                (Tables)                                                         
67: R51         Accumulated Other Comprehensive Loss (Tables)       HTML    108K 
68: R52         Revenue (Tables)                                    HTML     67K 
69: R53         Restructuring and Related Activities (Tables)       HTML     61K 
70: R54         Income Taxes (Tables)                               HTML    131K 
71: R55         (Loss) Earnings Per Share (Tables)                  HTML     91K 
72: R56         Segment Information (Tables)                        HTML    106K 
73: R57         Business And Basis Of Presentation - Narrative      HTML     41K 
                (Details)                                                        
74: R58         Summary Of Significant Accounting Policies -        HTML     47K 
                Estimated Useful Lives of Depreciable Assets                     
                (Details)                                                        
75: R59         Summary Of Significant Accounting Policies -        HTML    109K 
                Narrative (Details)                                              
76: R60         Acquisitions - Narrative (Details)                  HTML     52K 
77: R61         Acquisitions - Fair Values of Assets Acquired and   HTML     99K 
                Liabilities Assumed (Details)                                    
78: R62         Discontinued Operations - Narrative (Details)       HTML     44K 
79: R63         Discontinued Operations - Schedule of Discontinued  HTML     73K 
                Operations (Details)                                             
80: R64         Discontinued Operations - Significant Non-Cash      HTML     48K 
                Operating Items and Capital Expenditures (Details)               
81: R65         Credit Losses - Narrative (Details)                 HTML     40K 
82: R66         Credit Losses - Allowance for Credit Losses         HTML     49K 
                (Details)                                                        
83: R67         Inventories - Summary (Details)                     HTML     49K 
84: R68         Property, Plant And Equipment (Details)             HTML     56K 
85: R69         Leases - Narrative (Details)                        HTML     44K 
86: R70         Leases - Components of Lease Expense (Details)      HTML     45K 
87: R71         Leases - Weighted Average Remaining Lease Term and  HTML     43K 
                Discount Rate (Details)                                          
88: R72         Leases - Maturities of Lease Liabilities (Details)  HTML     58K 
89: R73         Goodwill And Other Intangible Assets - Narrative    HTML     58K 
                (Details)                                                        
90: R74         Goodwill And Other Intangible Assets - Rollforward  HTML     58K 
                of Goodwill (Details)                                            
91: R75         Goodwill And Other Intangible Assets - Schedule of  HTML     68K 
                Intangible Assets by Major Class (Details)                       
92: R76         Goodwill And Other Intangible Assets - Summary of   HTML     55K 
                Intangible Asset Amortization (Details)                          
93: R77         Accrued Expenses And Other Liabilities - Summary    HTML     82K 
                (Details)                                                        
94: R78         Hedging Transactions And Derivative Financial       HTML     52K 
                Instruments - Narrative (Details)                                
95: R79         Hedging Transactions And Derivative Financial       HTML     54K 
                Instruments - Summary of Notional Values and                     
                Pretax Impact in Fair Values of Net Investment                   
                Hedges (Details)                                                 
96: R80         Hedging Transactions And Derivative Financial       HTML     54K 
                Instruments - Derivative and Nonderivative Debt                  
                Instruments (Details)                                            
97: R81         Fair Value Measurements - Financial Assets and      HTML     65K 
                Liabilities Carried at Fair Value (Details)                      
98: R82         Fair Value Measurements - Fair Value of Financial   HTML     71K 
                Instruments (Details)                                            
99: R83         Pension And Other Benefit Plans - Funded Status Of  HTML     85K 
                Pension Plans (Details)                                          
100: R84         Pension And Other Benefit Plans - Weighted Average  HTML     43K  
                Assumptions Used To Determine Benefit Obligations                
                (Details)                                                        
101: R85         Pension And Other Benefit Plans - Components of     HTML     63K  
                Net Periodic Benefit Cost of Defined Benefit                     
                Pension Plans (Details)                                          
102: R86         Pension And Other Benefit Plans - Components of     HTML     56K  
                Net Periodic Benefit Cost Reflected in the                       
                Consolidated Condensed Statement of Earnings                     
                (Details)                                                        
103: R87         Pension And Other Benefit Plans - Weighted Average  HTML     46K  
                Assumptions Used To Determine Net Periodic Pension               
                Cost (Details)                                                   
104: R88         Pension And Other Benefit Plans - Narrative         HTML     92K  
                (Details)                                                        
105: R89         Pension And Other Benefit Plans - Fair Values Of    HTML     69K  
                Pension Plan Assets (Details)                                    
106: R90         Pension And Other Benefit Plans - Changes in Fair   HTML     55K  
                Value of Plan Assets (Details)                                   
107: R91         Pension And Other Benefit Plans - Benefit Payments  HTML     53K  
                That Reflect Expected Future Service (Details)                   
108: R92         Warranty - Narrative (Details)                      HTML     40K  
109: R93         Warranty - Warranty Accrual (Details)               HTML     48K  
110: R94         Litigation And Contingencies - Narrative (Details)  HTML     43K  
111: R95         Debt And Credit Facilities - Components Of Debt     HTML     67K  
                (Details)                                                        
112: R96         Debt And Credit Facilities - Contractual Minimum    HTML     53K  
                Principal Payments (Details)                                     
113: R97         Debt And Credit Facilities - Credit Facilities      HTML    121K  
                (Details)                                                        
114: R98         Debt And Credit Facilities - Convertible Notes      HTML    108K  
                (Details)                                                        
115: R99         Debt And Credit Facilities - If-Converted Value of  HTML     49K  
                Notes (Details)                                                  
116: R100        Debt And Credit Facilities - Interest Expense       HTML     60K  
                (Details)                                                        
117: R101        Debt And Credit Facilities - Unamortized Debt       HTML     57K  
                Issuance Costs (Details)                                         
118: R102        Debt And Credit Facilities - Capped Call            HTML     56K  
                Transactions (Details)                                           
119: R103        Stock Transactions And Stock-Based Compensation     HTML    114K  
                (Details)                                                        
120: R104        Stock Transactions And Stock-Based Compensation -   HTML     57K  
                Summary of Share Activity (Details)                              
121: R105        Stock Transactions And Stock-Based Compensation -   HTML     62K  
                Assumptions Used To Value Options Granted                        
                (Details)                                                        
122: R106        Stock Transactions And Stock-Based Compensation -   HTML     54K  
                Components of Stock-Based Compensation Program                   
                (Details)                                                        
123: R107        Stock Transactions And Stock-Based Compensation -   HTML     92K  
                Option Activity Under The Company's Stock Plans                  
                (Details)                                                        
124: R108        Stock Transactions And Stock-Based Compensation -   HTML     84K  
                Summary Of Options Outstanding (Details)                         
125: R109        Stock Transactions And Stock-Based Compensation -   HTML     63K  
                Summary Of Unrecognized RSU And PRU Activity                     
                (Details)                                                        
126: R110        Accumulated Other Comprehensive Loss - Rollforward  HTML     99K  
                (Details)                                                        
127: R111        Revenue - Disaggregation by Revenue Type and        HTML     69K  
                Geographical Region (Details)                                    
128: R112        Revenue - Remaining Performance Obligations         HTML     45K  
                (Details)                                                        
129: R113        Revenue - Narrative (Details)                       HTML     53K  
130: R114        Restructuring and Related Activities - Schedule of  HTML     55K  
                restructuring reserve by type cost (Details)                     
131: R115        Restructuring and Related Activities - Narrative    HTML     55K  
                (Details)                                                        
132: R116        Income Taxes - Schedule of Income before Income     HTML     49K  
                Tax, Domestic and Foreign (Details)                              
133: R117        Income Taxes - Schedule of Components of Income     HTML     59K  
                Tax, Expense (Benefit) (Details)                                 
134: R118        Income Taxes - Schedule of Deferred Tax Assets and  HTML     76K  
                Liabilities (Details)                                            
135: R119        Income Taxes - Narrative (Details)                  HTML     77K  
136: R120        Income Taxes - Summary of Effective Income Tax      HTML     74K  
                Rate (Details)                                                   
137: R121        Income Taxes - Schedule of Unrecognized Tax         HTML     55K  
                Benefits (Details)                                               
138: R122        (Loss) Earnings Per Share - Narrative (Details)     HTML     58K  
139: R123        (Loss) Earnings Per Share - Components of Basic     HTML    106K  
                and Diluted Earnings per Share (Details)                         
140: R124        (Loss) Earnings Per Share - Securities Not          HTML     51K  
                Included in the Computation of Diluted Loss Income               
                per Share (Details)                                              
141: R125        Segment Information - Narrative (Details)           HTML     43K  
142: R126        Segment Information - Segment Results (Details)     HTML     86K  
143: R127        Segment Information - Schedule Of Operations In     HTML     64K  
                Geographical Areas (Details)                                     
144: R128        Schedule II - Valuation and Qualifying Accounts     HTML     50K  
                (Details)                                                        
146: XML         IDEA XML File -- Filing Summary                      XML    274K  
149: XML         XBRL Instance -- nvst-20231231_htm                   XML   3.44M  
145: EXCEL       IDEA Workbook of Financial Report Info              XLSX    280K  
13: EX-101.CAL  XBRL Calculations -- nvst-20231231_cal               XML    344K 
14: EX-101.DEF  XBRL Definitions -- nvst-20231231_def                XML   1.12M 
15: EX-101.LAB  XBRL Labels -- nvst-20231231_lab                     XML   2.87M 
16: EX-101.PRE  XBRL Presentations -- nvst-20231231_pre              XML   1.86M 
12: EX-101.SCH  XBRL Schema -- nvst-20231231                         XSD    258K 
147: JSON        XBRL Instance as JSON Data -- MetaLinks              823±  1.25M  
148: ZIP         XBRL Zipped Folder -- 0001757073-24-000019-xbrl      Zip    743K

‘EX-10.26’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

Exhibit 10.26

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (“Agreement”) is entered into between Patrik Eriksson (“Employee” or “you”), and DH Dental Employment Services LLC (“the Company”).

1.Separation of Employment. Your last day of employment is December 31, 2023 (“Termination Date”). Regardless of whether you sign this Agreement, you will receive all wages to which you are entitled through your Termination Date. Group medical, dental, vision and prescription drug benefits, and group and dependent life insurance coverage for which you are eligible just before the termination date will continue through the end of the calendar month in which the Termination Date occurs. All other benefits, including but not limited to any accrual of or eligibility for Accident Death & Dismemberment, vacation, sick leave, holiday pay, and any other employee benefits and privileges, including short-term and long-term disability, Flexible Spending Accounts and 401k contributions shall cease on your Termination Date, and any vested benefit shall be governed by the terms of the applicable benefit plan. You may elect continued coverage at your sole expense for medical, dental, vision, and prescription drug benefits (collectively “group health coverage”) pursuant to the federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and you will receive COBRA information under separate cover.

2.Severance Benefits. If you sign and do not revoke this Agreement, after the Effective Date you will receive, in accordance with the terms of the Envista Holdings Corporation Severance and Change In Control Plan (the “Plan”):

a.Severance Pay in the total gross amount of $935,000, less applicable taxes and withholdings, which represents the equivalent of 12 months of your base salary plus your annual bonus target amount. The portion representing your base salary will be payable in installments administered on the Company’s normal payroll dates over a 12-month period. The portion representing your annual bonus target amount will be paid at the same time bonuses are payable pursuant to the Company’s ICP;

b.A lump sum payment representing your pro-rated ICP for 2023 based on actual performance for 2023, as confirmed by the Company’s Compensation Committee at its February 2024 meeting. This lump sum ICP payment will be payable at the same time bonuses are paid under the Company’s ICP, shall be subject to standard withholding and payroll deductions and the Company will issue an IRS Form W-2 to you reflecting this payment.

c.A lump sum payment equal to the amount the Company would have otherwise contributed toward your group health, prescription, vision and dental coverage premiums as an active employee for 12 months, in the total amount of $22,000, less applicable taxes and withholdings. The company will issue an IRS Form W-2 to you reflecting this payment.

If you become reemployed by the Company or Released Parties (as defined below), Severance Pay will cease and you will be required to reimburse the applicable portion of COBRA coverage lump sum, pursuant to the terms of the Plan. If you breach the Confidentiality, Non-Disparagement, or Continuing Obligations provisions of this Agreement, Severance Pay will cease and you will be required to repay all Severance Pay and COBRA lump sum paid to you, except for two hundred dollars ($200.00).

3.Release. You, on behalf of yourself and your representatives, heirs, successors and assigns, release and forever discharge the Company and its parents, subsidiaries, any of its present or past affiliates, plus its and their present and former shareholders, officers, directors, members, agents, employees, attorneys, insurers, employee benefit plans and their administrators, successors, and assigns (collectively, “Released Parties”) from all claims and liabilities of every kind – whether known or unknown to you now – which you may now have or have ever had up through the date you sign this Agreement. This release includes, but is not limited to, all claims under any federal, state, or local law, regulation or legal cause of action (collectively, “Released Claims”) arising out of your employment with the Company or the termination of

that employment. This means you give up all claims and rights related to: pay, compensation, or benefits including bonuses, commissions, equity, expenses, incentives, insurance, paid/unpaid leave, profit sharing, or separation pay/benefits; compensatory, emotional or mental distress damages, punitive or liquidated damages, attorney fees, costs, interest or penalties; violation of express or implied employment contracts, covenants, promises or duties, intellectual property or other proprietary rights; unlawful or tortious conduct such as assault or battery; background check violations; defamation; detrimental reliance; fiduciary breach; fraud; indemnification; intentional or negligent infliction of emotional distress; interference with contractual or other legal rights; invasion of privacy; loss of consortium; misrepresentation; negligence (including negligent hiring, retention, or supervision); personal injury; promissory estoppel; public policy violation; retaliatory discharge; safety violations; posting or records-related violations; wrongful discharge; or other federal, state or local statutory or common law matters; discrimination, harassment or retaliation based on age (including Age Discrimination in Employment Act or “ADEA” claims), benefit entitlement, citizenship, color, concerted activity, disability, ethnicity, gender, gender identity and expression, genetic information, immigration status, income source, jury duty, leave rights, military status, national origin, parental status, protected off-duty conduct, race, religion, retaliation, sexual orientation, union activity, veteran status, whistleblower activity (including Sarbanes-Oxley, Dodd-Frank and False Claims Act claims), other legally protected status or activity; or any allegation that payment under this Agreement was affected by any such discrimination, harassment or retaliation; and any participation in any class or collective action against any Released Party.

Nothing in this Release section or anything else in this Agreement limits or otherwise affects: claims for workers’ or unemployment compensation; claims that arise after you sign this Agreement; claims to enforce this Agreement; and any other claims that cannot lawfully be waived. Nothing in this Agreement limits your right to: file a charge with, provide information (including testimony) to, or participate in an investigation or proceeding conducted by any federal, state or local government agency; report possible violations of any law or regulation to any such agency; make other disclosures protected under whistleblower provisions of any law or regulation; or file or disclose any facts necessary to receive unemployment insurance, Medicaid, or other public benefits to which you are entitled. Regardless of the above, you expressly waive all rights to recover money or other individual relief in connection with any administrative or court action related in any way to any claim covered by this section, whether brought by you or on your behalf. However, you may recover money properly awarded by the U.S. Securities and Exchange Commission as a reward for providing information to that agency.

1.1.State Law Release and Exclusion Provisions. The applicable state provisions below are part of this Agreement:

California. Because you reside or last worked for the Company in California, you expressly waive the protection of Section 1542 of the California Civil Code, which states that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS

OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”. In addition, nothing in any part of this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. You acknowledge this Agreement is voluntary, deliberate, and informed, provides consideration of value to you, and you have been given notice and an opportunity to retain an attorney or are represented by an attorney. You therefore acknowledge that this Agreement is a voluntary severance agreement as that term has been defined under California law.

Act.

4.Representations and Promise Not To Sue. You represent that: a) you have not filed nor caused to be filed any lawsuits or arbitrations against any Released Party in any forum; b) you have been paid all compensation owed for all hours worked; c) you have received all leave and leave benefits and protections

for which you were eligible under any law; and d) you have not suffered any on-the-job injury for which you have not already filed a claim. Your further agree never to sue any Released Party for any reason covered by the General Release in Section 3 above. If you sue a Released Party in violation of this Agreement: (i) you shall be required to pay that Released Party’s reasonable attorney fees and other litigation costs incurred in defending against your suit; or alternatively (ii) the Company can require you to return all but two hundred dollars ($200.00) of the money and benefits provided to you under this agreement. In that event, the Company shall be excused from any remaining obligations that exist solely because of this Agreement.

5.Confidentiality. This Agreement is confidential. You agree never to disclose its contents to anyone except: (i) as may be required by law; and (ii) to your spouse, attorney and/or tax and financial advisors, but only if they first agree to keep this information confidential. If you are compelled by subpoena or judicial order to disclose any contents of this Agreement, then before such disclosure you will immediately provide the Company a copy of the subpoena or judicial order, by overnight delivery and e-mail, to: Wendy Kushner, Vice President and Assistant General Counsel, Labor & Employment, 200 S. Kraemer Blvd, Brea, CA 92821, wendy.kushner@envistaco.com. You will allow the Company seven business days to intervene before responding to the order or subpoena.

6.Non-disparagement. Subject to the limitations in the Release and any applicable State Law Release and Exclusion provisions, you will not orally or in writing disparage the Company, or its officers, directors, or employees in any way likely to harm their business, business reputation, or personal reputation, subject to applicable protections in this Agreement. However, you may respond accurately and fully to any inquiry or request for information when required by legal process. The Company agrees that it will not, and will instruct its Board of Directors and the members of executive management (and use commercially reasonable efforts to ensure compliance with such instruction) to not, make any oral or written communication (including on social media) that is intended to disparage, or has the effect of disparaging Employee.

7.Time to Consult, Consider. You are being advised to consult with an attorney before signing this Agreement. You may consider this Agreement for twenty-one (21) days before signing. You may sign the agreement at any time within the 21-day period but in no event earlier than your Termination Date.

8.Right to Revoke. Consistent with applicable law, if you are age 40 or over, if you wish you may revoke this Agreement within seven (7) days after signing. (If you work or reside in Minnesota, consistent with applicable law, you may revoke fifteen (15) days after signing, regardless of your age). To revoke, you must send a written notice of revocation within the applicable 7- or 15-day time period to Wendy Kushner at wendy.kushner@envistaco.com. If you revoke, you will not receive any severance pay. If you do not revoke, this Agreement will be enforceable the day after the applicable 7- day revocation period expires (the “Effective Date”).

9.Integration and Continuing Obligations. You acknowledge and reaffirm your continuing post- termination obligations under any non-disclosure, confidentiality, intellectual property, non-solicitation and/or noncompetition agreement you previously signed pertaining to the Company’s interests. Those obligations are hereby incorporated and made part of this Agreement, and are to be read together and in conformity with the following continuing obligations, which together along with the rest of this Agreement constitute the entire agreement between the Parties and supersedes any other agreements and understandings about your employment or the termination of your employment:

a.You agree you had access to a variety of trade secret and/or confidential and proprietary information relating to the Company’s business and/or other information which has not been made available to the general public (“Confidential Information”). You acknowledge and agree that such Confidential Information is Company property and you shall not, directly or indirectly, use or disclose it for your own or a third party’s benefit. Notwithstanding the above and any

other continuing post-termination obligations that apply to you, pursuant to the federal Defend Trade Secrets Act, you cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret if that disclosure is made: (i) in confidence to a federal, state or local government official, either directly or indirectly, or to any attorney, and for the sole purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or similar proceeding, provided that filing is made under seal.

b.You also agree that for twelve (12) months after your Termination Date, you will not, directly or indirectly, attempt to hire, engage the services of, or employ in any manner any person who was an executive, management, sales and marketing, operations, research and development, or information technology employee or contractor of the Company or Released Parties in the six months preceding your Termination Date and who possesses or had access to Confidential Information. If you are a California employee, you shall not either directly or indirectly use Envista trade secrets or confidential information to solicit, induce, recruit or encourage any of Envista employees or consultants to terminate their relationship with Envista, or attempt to solicit, induce, recruit, encourage or take away, hire, or otherwise engage the services of employees or consultants of Envista, either for yourself or for any other person or entity.

10.Governing Law. This Agreement shall be governed by and construed in accordance with the law of the state where you resided while providing services to the Company, unless federal law governs.

11.Return of Company Property and Cancellation of Accounts. You represent that you have returned (or you will before receiving any separation pay) all Company property in your possession or control, including any documents or confidential information (originals, hard copy, and electronic versions, such as emails, files, presentations, records and reports), laptop or other computer and all peripherals, cellular phone, and other business equipment, work product, and software. You further confirm that you have cancelled any accounts for your benefit in the Company’s name, including but not limited to credit cards and cellular phone accounts. You also agree to reconcile promptly any outstanding expense accounts and timely submit any final reimbursement requests.

12.Future Cooperation. You agree to cooperate with the Company and to respond to reasonable inquiries and requests for information by the Company, with reasonable notice, in connection with any legal matters in which you are involved or may become involved relating to matters arising during your employment with the Company. Your agreement to cooperate and provide responses shall not be construed as requiring you to provide anything other than truthful information, regardless of whether it is favorable or unfavorable to the Company, nor as creating any employment relationship between you and the Company.

13.IRC §409A. Each of the payments of severance and continued medical benefits (if any) are designated as separate payments for purposes of IRC §409A. Any such payments which are not exempt from IRC §409A shall be paid in the time and form as set forth in this Agreement and no person shall have the right or ability to later change the time and form of payment. Notwithstanding the preceding, if IRC §409A requires, payments under this Agreement which are not exempt and which are to be made during the first six months following your termination shall be withheld and the amount of the payments withheld shall be paid in a lump sum, without interest, during the seventh month following your termination. You and not the Company are responsible for any tax penalties that may be imposed on you as a result of IRC §409 A.

14.Electronic Transmissions. If you received this document electronically through an e-signature application, you may review and sign this Agreement digitally within twenty-one (21) days. If you received an email or hard-copy of this Agreement without an e-signature application, you can sign and send it back to the Company through e-mail (pdf scan), or by U.S. mail, within 21 days, to your HR Business Partner, Vicki Perry at vicki.perry@envistaco.com.

15.Knowing and Voluntary Release. You agree that you are signing this Agreement voluntarily and of your own free will and not because of any threats or duress. You affirm that no promises or agreements of any kind (other than those in this Agreement) have been made to or with you by any person or entity that would cause you to sign this Agreement. You have had an opportunity to review the terms of this Agreement with an attorney of your choice. You agree that you have carefully read this Agreement and understand its contents, freely and voluntarily assent to all terms and conditions contained in this Agreement, sign your name of your own free will, and intend to be legally bound by this Agreement


EMPLOYEE			COMPANY
Sign: /s/ *Patrik Eriksson*			Sign: /s/ *Mark Nance*
Print: Patrik Eriksson			Print: Mark Nance
Date: January 1, 2024			Title: General Counsel
			Date: January 4, 2024

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/15/24	SC 13G/A
	1/4/24
	1/1/24
For Period end:	12/31/23
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/24  Envista Holdings Corp.            10-Q        3/29/24   88:6.3M

20 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/23  Envista Holdings Corp.            10-Q        9/29/23   99:8.9M
 9/01/23  Envista Holdings Corp.            8-K:1,2,9   8/31/23   11:2.4M
 8/11/23  Envista Holdings Corp.            8-K:1,2,3,9 8/07/23   11:866K                                   Donnelley … Solutions/FA
 8/02/23  Envista Holdings Corp.            10-Q        6/30/23   97:8.4M
 5/26/23  Envista Holdings Corp.            8-K:5,9     5/22/23   11:494K
 5/03/23  Envista Holdings Corp.            10-Q        3/31/23   95:7.7M
 2/16/23  Envista Holdings Corp.            10-K       12/31/22  142:16M
11/03/22  Envista Holdings Corp.            10-Q        9/30/22   96:9.8M
 8/03/22  Envista Holdings Corp.            10-Q        7/01/22   97:9.6M
 5/04/22  Envista Holdings Corp.            10-Q        4/01/22   93:7.9M
 2/24/22  Envista Holdings Corp.            10-K       12/31/21  159:20M
11/03/21  Envista Holdings Corp.            10-Q       10/01/21   95:10M
 8/03/21  Envista Holdings Corp.            10-Q        7/02/21   90:8.2M                                   Workiva Inc Wde… FA01/FA
11/05/20  Envista Holdings Corp.            8-K:5,9    11/03/20    4:189K
 5/26/20  Envista Holdings Corp.            8-K:1,2,3,9 5/21/20    3:1.1M
11/15/19  Envista Holdings Corp.            S-4         9/27/19  142:40M                                    Workiva Inc Wde… FA01/FA
 9/20/19  Envista Holdings Corp.            8-K:1,2,5,7 9/18/19   14:16M
 9/17/19  Envista Holdings Corp.            S-8         9/17/19   10:1.6M
 8/12/19  Envista Holdings Corp.            S-1/A                 17:14M
 7/22/19  Envista Holdings Corp.            S-1                   27:9.9M

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