8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 28, 2010

Life Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-25317	33-0373077
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

5791 Van Allen Way, Carlsbad, CA	92008
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (760) 603-7200

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	Item 5.07 Submission to a Vote of Security Holders
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-3.1
EX-3.2
EX-10.1
EX-10.2
EX-10.3

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2010 Incentive Compensation Plan

     On April 29, 2010, at the Annual Meeting of Stockholders (Annual Meeting) of Life Technologies Corporation (Company), the Company’s stockholders approved and adopted the 2010 Incentive Compensation Plan (Plan). The Company’s Compensation and Organizational Development Committee (Committee) previously approved the Plan on February 24, 2010.

     The Plan is a performance-based compensation bonus plan designed to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)), such that the Company will be able to fully deduct bonus payments made pursuant to the Plan as a compensation expense. Section 162(m) and related guidance generally disallows a tax deduction to public companies for compensation in excess of $1 million paid during a single year to its chief executive officer and its three other most highly compensated named executive officers, excluding its chief financial officer. Certain compensation is exempt from this Section 162(m) deduction limit if it qualifies as “performance-based” compensation under Section 162(m).

     To qualify as “performance-based” compensation, the payment of any bonus under the Plan must be made contingent upon the achievement of one or more of the performance goals identified in the Plan. The performance goals may be applied to either the Company as a whole or to a business unit, affiliate, region or business segment, or any combination thereof, and may be measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group.

     The Committee will administer the Company’s annual cash incentive program under the Plan. Only the Company’s named executive officers and other officers subject to Section 16 of the Securities Exchange Act of 1934 will be eligible to participate in the Plan.

     A copy of the Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The summary of the Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such agreement.

Deferred Compensation Plan

     On April 28, 2010, the Committee approved an amendment and restatement of the Company’s Deferred Compensation Plan (DCP). The DCP combines into a single non-qualified plan the deferred compensation plans previously sponsored by the Company and its subsidiaries. The Company’s named executive officers, along with certain other highly compensated employees and the non-employee members of the Company’s board of directors, are eligible to participate in the DCP.

     Employees who participate in the DCP will be permitted to defer up to 75% of their annual base salary and up to 100% of their annual cash bonus and sales commission. The Company will provide matching contributions on a participant’s behalf if the participant’s 401(k) matching contributions are required to be limited pursuant to applicable qualified retirement plan contribution limitations. In addition, the Company will provide participants with a supplemental matching contribution of up to 25% of the annual target cash bonus and sales commission (payable in 2011) the participant defers and allocates into the Company’s common stock, subject to a three-year cliff vesting period. The supplemental match amount and associated vesting is subject to annual approval by the Committee. Each non-employee director can participate in the DCP by deferring any cash retainer fee or other cash fee paid by the Company as consideration for the non-employee director’s service to the Company. The non-employee directors are not entitled to participate in the supplemental matching contribution offered by the Company to its participating employees.

     A copy of the DCP is filed as Exhibit 10.2 to this report and is incorporated herein by reference. The summary of the DCP set forth above does not purport to be complete and is qualified in its entirety by reference to such agreement.

Form of Notice of Grant and Restricted Stock Unit Agreement for Directors

     On April 28, 2010, the Committee approved forms of Notice of Grant and Restricted Stock Unit Agreement (NGRSUA) for use when granting equity to its outside directors pursuant to the Company’s 2009 Equity Incentive Plan. A copy of the NGRSUA is filed as Exhibit 10.3 to this report and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     The information set forth in Item 5.07 of this Report regarding the amendment of the Restated Certificate of Incorporation of the Company (Certificate) to adopt a majority voting standard for uncontested director elections and to eliminate supermajority voting requirements is incorporated herein by reference. The amended Certificate became effective on April 29, 2010. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

     The information set forth in Item 5.07 of this Report regarding the amendment of the Fourth Amended and Restated Bylaws of the Company (Bylaws) to adopt a majority voting standard for uncontested director elections and to eliminate supermajority voting requirements is incorporated herein by reference. The amended and restated Bylaws became effective on April 29, 2010. A copy of the amended and restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Item 5.07 Submission to a Vote of Security Holders

     (a) On April 29, 2010, the Company held its Annual Meeting. The Company filed its definitive proxy statement for the proposals voted upon at the annual meeting with the Securities and Exchange Commission on March 19, 2010.

     (b) As of March 1, 2010, the record date for the annual meeting, 181,230,766 shares of the Company’s common stock were issued and outstanding. A quorum of 159,420,773 shares of common stock were present or represented at the annual meeting. The following items of business were voted upon by stockholders at the annual meeting:

          1. The following members of the Board of Directors were elected as Class II directors to serve until the 2013 annual meeting of stockholders and until their respective successors are elected and qualified. The voting results were as follows:

			Total votes
	Total Votes for		Withheld from
	Each Director		Each Director
George F. Adam, Jr.		145,127,932		1,407,126
Raymond V. Dittamore		144,545,284		1,989,774
Arnold J. Levine, Ph.D.		146,031,128		503,930
Bradley G. Lorimier		143,648,245		2,886,813

     The following member of the Board of Directors was elected as a Class III director to serve until the 2011 annual meeting of stockholders and until his successor is elected and qualified. The voting results were as follows:

			Total votes
	Total Votes for		Withheld from
	Each Director		Each Director
David C. U’Prichard, Ph.D.		146,045,230		489,827

There were 12,885,715 broker non-votes with respect to each of the nominees.

          2. Ratification of the selection of Ernst & Young LLP as the independent public accountants for the Company for the fiscal year ending December 31, 2010. The voting results were as follows:

For	Against	Abstain
143,549,209	15,716,591	154,972

          3. The approval and adoption of an amendment to the Company’s Certificate to eliminate plurality voting for the election of the Company’s directors. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
156,189,331	2,987,518	243,924	0

          4. The approval and adoption of an amendment to the Company’s Certificate to eliminate the supermajority voting requirements with respect to stockholder approval of amendments to the Company’s Bylaws and Certificate. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
158,624,994	614,258	181,520	0

          5. The approval and adoption of an amendment to the Company’s Bylaws to eliminate plurality voting for the election of the Company’s directors and to adopt a majority voting standard for uncontested director elections. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
156,185,471	2,974,816	260,485	0

          6. The approval and adoption of an amendment to the Company’s Bylaws to eliminate the supermajority voting requirements with respect to stockholder approval of amendments to the Company’s Bylaws. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
158,642,142	588,389	190,240	0

          7. The approval and adoption of the Plan in order to allow future performance-based compensation bonuses paid under the Plan to be fully deductible by the Company under Section 162(m). The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
138,228,012	8,026,072	280,974	12,885,715

Item 9.01 Financial Statements and Exhibits

Exhibits

3.1	Restated Certificate of Incorporation
3.2	Fifth Amended and Restated Bylaws
10.1	2010 Incentive Compensation Plan
10.2	Deferred Compensation Plan
10.3	Notice of Grant and Restricted Stock Unit Agreement

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 hereunto duly authorized.

LIFE TECHNOLOGIES CORPORATION (Registrant)
By:	/s/ John A. Cottingham
	Chief Legal Officer

Date: May 3, 2010

EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION
OF
LIFE TECHNOLOGIES CORPORATION,
a Delaware Corporation

LIFE TECHNOLOGIES CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

     ONE: The name of this Corporation is LIFE TECHNOLOGIES CORPORATION. Life Technologies Corporation was originally incorporated under the name Invitrogen Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 21, 1997. The Certificate of Incorporation was later amended and restated pursuant to the terms of an Agreement and Plan of Merger filed with the Delaware Secretary of State on June 12, 1997. The Corporation filed an Amended and Restated Certificate of Incorporation on September 16, 1997. The Amended and Restated Certificate of Incorporation was further amended pursuant to resolutions approved by the Board of Directors and Stockholders of the Corporation, and such amendments were filed with the Delaware Secretary of State on January 29, 1999, and September 14, 2000. The Corporation filed a Certificate of Correction to the September 14, 2000, Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 21, 2001. The Corporation filed a Restated Certificate of Incorporation with the Delaware Secretary of State on October 20, 2003 and filed a Certificate of Correction to the October 20, 2003 Restated Certificate of Incorporation with the Delaware Secretary of State on February 18, 2004. The Corporation filed a Certificate of Amendment to the October 20, 2003 Restated Certificate of Incorporation with the Delaware Secretary of State on June 1, 2006. The Corporation filed a Restated Certificate of Incorporation with the Delaware Secretary of State and a Certificate of Correction to the March 27, 2001 Statement of Designation on September 14, 2006. The Corporation filed a Restated Certificate of Incorporation with the Delaware Secretary of State on November 20, 2008. The Corporation filed a Restated Certificate of Incorporation with the Delaware Secretary of State on May 3, 2010.

     TWO: Pursuant to Sections 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and does not further amend the provisions of the Certificate of Incorporation of this Corporation.

     THREE: The text of the Certificate of Incorporation as heretofore in effect is hereby restated to read in its entirety as follows:

ARTICLE I

The name of the Corporation is Life Technologies Corporation.

ARTICLE II

     The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The total number of shares of capital stock which the Corporation shall have authority to issue is 406,405,884, of which (a) 6,405,884 shares shall be preferred stock, par value $.01 per share (“Preferred Stock”), and (b) 400,000,000 shares shall be common stock, par value $.01 per share.

     Except as otherwise restricted by this Certificate of Incorporation, the Corporation is authorized to issue, from time to time, all or any portion of the capital stock of the Corporation which may have been authorized but not issued, to such person or persons and for such lawful consideration as it may deem appropriate, and generally in its

absolute discretion to determine the terms and manner of any disposition of such authorized but unissued capital stock.

     In addition, the Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption, including sinking fund provisions, the redemption price or prices, the liquidation preferences and the other preferences, powers, rights, qualifications, limitations and restrictions of any wholly unissued class or series of Preferred Stock, not including any Convertible Preferred Stock nor Redeemable Preferred Stock, as defined in Article IV. A. and B. below, and the number of shares constituting any such series and the designation thereof, or any of them.

     Any and all such shares issued for which the full consideration has been paid or delivered shall be deemed fully paid shares of capital stock, and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon.

     The voting powers, designations, preferences, privileges and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of each class of capital stock of the Corporation, shall be as provided in this Article IV.

A. CONVERTIBLE PREFERRED STOCK

     1. Designation. A total of 2,202,942 shares of the Corporation’s Preferred Stock shall be designated as Series A Convertible Redeemable Preferred Stock, $.01 par value per share (the “Convertible Preferred Stock”).

     2. Election of Directors; Voting.

          (a) Election of Directors. The holders of outstanding shares of Convertible Preferred Stock shall, voting together as a separate class, be entitled to elect one (1) Director of the Corporation. Such Director shall be the candidate receiving the highest number of affirmative votes (with each holder of Convertible Preferred Stock entitled to cast one vote for or against each candidate with respect to each share of Convertible Preferred Stock held by such holder) of the outstanding shares of Convertible Preferred Stock (the “Convertible Preferred Stock Director Designee”), with votes cast against such candidate and votes withheld having no legal effect. The election of the Convertible Preferred Stock Director Designee by the holders of the Convertible Preferred Stock shall occur (i) at the annual meeting of holders of capital stock, (ii) at any special meeting of holders of capital stock, (iii) at any special meeting of holders of Convertible Preferred Stock called by holders of a majority of the outstanding shares of Convertible Preferred Stock or (iv) by the unanimous written consent of holders of the outstanding shares of Convertible Preferred Stock. If at any time when any share of Convertible Preferred Stock is outstanding the Convertible Preferred Stock Director Designee should cease to be a Director for any reason, the vacancy shall only be filled by the vote or written consent of the holders of the outstanding shares of Convertible Preferred Stock, voting together as a separate class, in the manner and on the basis specified above. The holders of outstanding shares of Convertible Preferred Stock shall also be entitled to vote for all other Directors of the Corporation together with holders of all other shares of the Corporation’s outstanding capital stock entitled to vote thereon, voting as a single class, with each outstanding share entitled to the same number of votes specified in Section A.2(b).

          (b) Voting Generally. The holder of each share of Convertible Preferred Stock shall be entitled to the number of votes equal to the largest number of full shares of Common Stock (as defined in Section C of this Article IV) into which each share of Convertible Preferred Stock could be converted pursuant to Section A.6 hereof (other than by means of Section A.6(b)) on the record date for the vote or for written consent of stockholders, if applicable, multiplied by the number of shares of Convertible Preferred Stock held of record on such date. The holder of each share of Convertible Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the by-laws of the Corporation and shall vote with holders of the Common Stock, voting together as single class, upon all matters submitted to a vote of stockholders excluding those matters required to be submitted to a class or series vote pursuant to the terms hereof (including without limitation Section A.8) or by law. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Convertible Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half rounded upward to one).

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     3. Dividends. The holders of Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefor, cumulative (non-compounding) dividends on the Convertible Preferred Stock in cash, at the rate per annum of six percent (6%) of the Convertible Base Liquidation Amount (as defined in Section A.4 below), or $.4085 per share of Convertible Preferred Stock as of the date this Certificate of Incorporation is first filed with the Delaware Secretary of State (the “Convertible Cumulative Dividend”). Such dividends will accumulate commencing as of the date of issuance of the Convertible Preferred Stock and shall be cumulative, to the extent unpaid, whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Convertible Cumulative Dividends shall become due and payable with respect to any share of Convertible Preferred Stock as provided in Sections A.4, A.5, A.6, B.4 and B.5. So long as any shares of Convertible Preferred Stock are outstanding and the Convertible Cumulative Dividends have not been paid in full in cash: (a) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any capital stock of the Corporation ranking junior to the Convertible Preferred Stock; and, (b) except as permitted by Sections A.8(c)(ii) and (iii), no shares of capital stock of the Corporation ranking junior to the Convertible Preferred Stock shall be purchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. All numbers relating to the calculation of dividends pursuant to this Section A.3 shall be subject to equitable adjustment in the event of any stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Convertible Preferred Stock.

     4. Liquidation.

          (a) Liquidation Preference. Upon any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary (a “Liquidation Event”), each holder of outstanding shares of Convertible Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to stockholders, whether such assets are capital, surplus or earnings, and before any amount shall be paid or distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Convertible Preferred Stock, an amount in cash equal to (i) $6.8091 per share of Convertible Preferred Stock held by such holder (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Convertible Preferred Stock) (the “Convertible Base Liquidation Preference Amount”) plus (ii) any accumulated but unpaid dividends to which such holder of outstanding shares of Convertible Preferred Stock is then entitled pursuant to Sections A.3 and A.5(d) hereof, plus (iii) any interest accrued pursuant to Section A.5(c) to which such holder of Convertible Preferred Stock is entitled (the “Convertible Preferred Liquidation Preference Amount”); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Preferred Stock are not paid in full, the holders of the Convertible Preferred Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled. The provisions of this Section A.4 shall not in any way limit the right of the holders of Convertible Preferred Stock to elect to convert their shares of Convertible Preferred Stock into Redeemable Preferred Stock and Common Stock pursuant to Section A.6 prior to or in connection with any Liquidation Event.

          (b) Notice. Prior to the occurrence of any Liquidation Event, the Corporation will furnish each holder of Convertible Preferred Stock notice in accordance with Section A.9 hereof, together with a certificate prepared by the chief financial officer of the Corporation describing in detail the facts of such Liquidation Event, stating in detail the amount(s) per share of Convertible Preferred Stock each holder of Convertible Preferred Stock would receive pursuant to the provisions of Section A.4(a) hereof and stating in detail the facts upon which such amount was determined.

     5. Redemption.

          (a) Redemption Events.

               (i) The holder or holders of not less than sixty-six and two-thirds percent in voting power of the outstanding Convertible Preferred Stock may require the Corporation to redeem on or after June 18, 2003, 50% of the outstanding shares of Convertible Preferred Stock; provided, however, that such holder or holders may not require the Corporation to redeem less than 50% of the outstanding shares of Convertible Preferred Stock.

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               (ii) The holder or holders of not less than sixty-six and two-thirds percent in voting power of the outstanding Convertible Preferred Stock may require the Corporation to redeem on or after June 18, 2004, all of the outstanding shares of Convertible Preferred Stock; provided, however, that such holder or holders may not require the Corporation to redeem less than the number of outstanding shares of Convertible Preferred Stock.

               (iii) Notice. An election pursuant to subparagraphs (i) or (ii) of this Section A.5(a) shall be made by such holders giving the Corporation and each other holder of Convertible Preferred Stock not less that fifteen (15) days prior written notice, which notice shall set forth the date for such redemption.

          (b) Redemption Date; Redemption Price. Upon the election of the holders of not less than sixty-six and two-thirds of the voting power of the outstanding Convertible Preferred Stock to cause the Corporation to redeem the Convertible Preferred Stock pursuant to Section A.5(a)(i) or (ii), all holders of Convertible Preferred Stock shall be deemed to have elected to cause the Convertible Preferred Stock to be so redeemed. Any date upon which a redemption shall occur in accordance with Section A.5(a) shall be referred to as a “Convertible Preferred Redemption Date”. The redemption price for each share of Convertible Preferred Stock redeemed pursuant to Section A.5 shall be an amount in cash equal to (i) the Convertible Base Liquidation Preference Amount plus (ii) any accumulated but unpaid dividends on such share of Convertible Preferred Stock pursuant to Sections A.3 and A.5(d) hereof, plus (iii) any interest accrued with respect to such share of Convertible Preferred Stock pursuant to Section A.5(c) (collectively, the “Convertible Preferred Redemption Price”). The Convertible Preferred Redemption Price shall be payable in cash in immediately available funds to the respective holders of the Convertible Preferred Stock on the Convertible Preferred Redemption Date and subject to Section A.5(c). Until the full Convertible Preferred Redemption Price has been paid to such holders for all shares of Convertible Preferred Stock being redeemed: (A) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any capital stock of the Corporation; and (B) no shares of capital stock (other than shares of capital stock the repurchase of which is required pursuant to the provisions of ERISA or any like statutory requirement) of the Corporation (other than the Convertible Preferred Stock in accordance with this Section A.5) shall be purchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof.

          (c) Redemption Prohibited. If, at a Convertible Preferred Redemption Date, the Corporation is prohibited under the General Corporation Law of the State of Delaware from redeeming all shares of Convertible Preferred Stock for which redemption is required hereunder, then it shall redeem such shares on a pro-rata basis among the holders of Convertible Preferred Stock in proportion to the full respective redemption amounts to which they are entitled hereunder to the extent possible and shall redeem the remaining shares to be redeemed as soon as the Corporation is not prohibited from redeeming some or all of such shares under the General Corporation Law of the State of Delaware, subject to the last paragraph of Section A.8. The shares of Convertible Preferred Stock not redeemed shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. In the event that the Corporation fails to redeem shares for which redemption is required pursuant to this Section A.5, then during the period from the applicable Convertible Preferred Redemption Date through the date on which such shares are redeemed, the applicable Convertible Preferred Redemption Price of such shares shall bear interest at the per annum rate of the greater of (i) 12% or (ii) 5% over the Citibank prime rate published in the Wall Street Journal on such Convertible Preferred Redemption Date, compounded annually; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”). In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the obligation to be fulfilled shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Convertible Preferred Redemption Date.

          (d) Dividend After Convertible Preferred Redemption Date. From and after a Convertible Preferred Redemption Date, no shares of Convertible Preferred Stock subject to redemption shall be entitled to dividends, if any, as contemplated by Section A.3; provided, however, that in the event that shares of Convertible Preferred Stock are unable to be redeemed and continue to be outstanding in accordance with Section A.5(c), such shares shall continue to be entitled to dividends and interest thereon as provided in Sections A.3 and A.5(c) until the date on which such shares are actually redeemed by the Corporation.

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          (e) Surrender of Certificates. Upon receipt of the applicable Convertible Preferred Redemption Price by certified check or wire transfer, each holder of shares of Convertible Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares to the Corporation, duly assigned or endorsed for transfer (or accompanied by duly executed stock powers relating thereto), or, in the event the certificate or certificates are lost, stolen or missing, shall deliver an affidavit or agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith (an “Affidavit of Loss”) with respect to such certificates at the principal executive office of the Corporation or the office of the transfer agent for the Convertible Preferred Stock or such office or offices in the continental United States of an agent for redemption as may from time to time be designated by notice to the holders of Convertible Preferred Stock, and each surrendered certificate shall be canceled and retired; provided, however, that if the holder has exercised its redemption right pursuant to Section A.5(a)(i) or the Corporation is prohibited from redeeming all shares of Convertible Preferred Stock as provided in Section A.5(c), the holder shall not be required to surrender said certificate(s) to the Corporation until said holder has received a new stock certificate for those shares of Convertible Preferred Stock not so redeemed.

     6. Conversion. The holders of the Convertible Preferred Stock shall have the following conversion rights:

          (a) Voluntary Conversion. The holders of shares of Convertible Preferred Stock shall be entitled at any time, upon the written election of the holder or holders of not less than sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock, without the payment of any additional consideration, to cause each (but not less than all) of the outstanding shares of Convertible Preferred Stock to be converted into (i) the number of fully paid and nonassessable shares of Common Stock (as hereinafter defined) which results from dividing the Conversion Price (as defined in this Section A.6(a)) per share in effect for the Convertible Preferred Stock at the time of conversion into the per share Conversion Value (as defined in this Section A.6(a)) of the Convertible Preferred Stock and (ii) one (1) fully paid and non-assessable share of Redeemable Preferred Stock per share of Convertible Preferred Stock. Upon the election to so convert in the manner and on the basis specified in the preceding sentence, all holders of the Convertible Preferred Stock shall be deemed to have elected to voluntarily convert all outstanding shares of Convertible Preferred Stock pursuant to this Section A.6. Upon the filing of this Certificate of Incorporation with the Delaware Secretary of State, the “Conversion Price” per share of Convertible Preferred Stock shall be $6.8091, and the per share “Conversion Value” per share of Convertible Preferred Stock shall be $6.8091. The Conversion Price per share of Convertible Preferred Stock shall be subject to adjustment from time to time as provided in Section A.7 hereof. The Conversion Value per share of Convertible Preferred Stock shall also be subject to adjustment in connection with certain Qualified Public Offerings (as defined in Section A.6(b) below) as provided in Section A.7 hereof. The number of shares of Common Stock into which a share of Convertible Preferred Stock is convertible is hereinafter referred to as the “Common Stock Conversion Rate”. The number of shares of Redeemable Preferred Stock into which a share of Convertible Preferred Stock is convertible is hereinafter referred to as the “Redeemable Conversion Rate”. If the holders of shares of Convertible Preferred Stock elect to convert the outstanding shares of Convertible Preferred Stock at a time when there are any accumulated but unpaid dividends or other amounts due on or in respect of such shares, such dividends and other amounts shall be paid in full upon a Liquidation Event (as set forth in Section B.4) or redemption of the Redeemable Preferred Stock (as set forth in Section B.5).

          (b) Automatic Conversion Upon QPO or QET. Each share of Convertible Preferred Stock shall automatically be converted, without the payment of any additional consideration, into shares of Common Stock and Redeemable Preferred Stock as of, and in all cases subject to, the closing of the Corporation’s first QPO or QET (each as defined below in Section A.6(b)); provided that if a closing of a QPO or QET occurs, all outstanding shares of Convertible Preferred Stock shall be deemed to have been converted into shares of Common Stock and Redeemable Preferred Stock as provided herein immediately prior to such closing. Any such conversion shall be at the Common Stock Conversion Rate and Redeemable Conversion Rate in effect upon (and giving effect to) the closing of the QPO or QET, as provided in Section A.6(a). “QPO” and “Qualified Public Offering” mean a firm commitment public offering pursuant to an effective registration statement under Securities Act of 1933, as amended, provided that (i) such registration statement covers the offer and sale of Common Stock of which the aggregate net proceeds attributable to sales for the account of the Corporation exceed $20,000,000 at a per share price to public (as set forth in the final prospectus in connection with such public offering) (the “Price to Public”) equal to at least 1.25 times the Conversion Price, and (ii) either all shares of Redeemable Preferred Stock which are

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outstanding or issuable upon such automatic conversion are redeemed immediately upon and as of the closing of such offering or contemporaneously with such offering cash, or, as provided in Section B.5(b), cash and a promissory note in the form attached hereto, in an amount sufficient to redeem all such shares of Redeemable Preferred Stock is segregated and irrevocably held by the Corporation for payment to holders of Redeemable Preferred Stock in connection with the redemption thereof pursuant to Section B.5(a)(i). “QET” and “Qualified Extraordinary Transaction” mean any of the transactions set forth in subparagraphs (A) through (D) below, provided that (i) at the closing of such transaction the holders of Common Stock that held Convertible Preferred Stock prior to such automatic conversion upon such QET (the “Conversion Holders”) receive per share consideration with a value (as determined in Section A.6(c) below with respect to securities, and excluding any amount (exceeding five percent (5%) of the total consideration paid or payable to the Corporation’s stockholders) held in escrow or otherwise not actually received as of such closing date) that equals or exceeds three (3) times the Conversion Price should such transaction close prior to or on December 18, 1998, with such amount increasing in a linear fashion to four (4) times the Conversion Price should such transaction close on or after June 18, 2000, (for example, one of the transactions set forth in subparagraphs (A) through (D) would be a QET if such per share consideration was three and one-half (3.5) times the Conversion Price and the transaction closed on September 18, 1999, and (ii) such consideration is in the form of cash and/or unrestricted equity securities of a corporation and such securities have an average monthly trading volume over the four (4) full trading months prior to the closing date of the transaction equal to two (2) times the aggregate number of such securities to be issued to the Conversion Holders in connection with such closing and such securities trade on either the New York Stock Exchange, the NASDAQ National Market or the American Stock Exchange. The following transactions (each an “Extraordinary Transaction”) shall be deemed a QET if the conditions set forth in clauses (i) and (ii) of the immediately preceding sentence are satisfied:

               (A) the sale, lease or other disposition of (whether in one transaction or a series of related transactions) all or substantially all of the assets or business of the Corporation and its subsidiaries;

               (B) a merger or consolidation of the Corporation with or into another entity or any other transaction or series of related transactions, in any such case in connection with or as a result of which the Corporation is not the surviving entity or the owners of the Corporation’s outstanding equity securities prior to the transaction or series of related transactions do not own at least a majority of the outstanding equity securities of the surviving, resulting or consolidated entity;

               (C) any purchase by any party of shares of capital stock of the Corporation (either through a negotiated stock purchase or a tender for such shares), the effect of which is that such party that did not beneficially own a majority of the voting power of the outstanding shares of capital stock of the Corporation immediately prior to such purchase beneficially owns at least a majority of such voting power immediately after such purchase; or

               (D) the redemption or repurchase of shares representing a majority of the voting power of the outstanding shares of capital stock of the Corporation.

     If the holders of shares of Convertible Preferred Stock are required to convert the outstanding shares of Convertible Preferred Stock pursuant to this Section A.6(b) at a time when there are any accumulated but unpaid dividends or other amounts due on or in respect of such shares, such dividends and other amounts shall be paid in full in cash by the Corporation in connection with such conversion.

          (c) Valuation of Distribution Securities. In determining whether an Extraordinary Transaction constitutes a QET, the value of any securities to be delivered to the holders of the Common Stock shall be deemed to be the average of the closing prices or last sales prices, as applicable, of the securities on such exchange or system over the 30-day period ending three (3) business days prior to the closing.

          (d) Procedure for Voluntary Conversion; Effective Date. Upon election to convert pursuant to Section A.6(a), each holder of Convertible Preferred Stock (i) shall provide written notice of conversion (the “Voluntary Conversion Notice”) to the Corporation and (ii) shall surrender the certificate or certificates representing its Convertible Preferred Stock, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation or the offices of the transfer agent for the Convertible Preferred Stock or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Convertible Preferred Stock by the Corporation, or shall deliver an Affidavit of Loss with respect to such certificates. The Voluntary

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Conversion Notice shall specify (i) the number of shares of Convertible Preferred Stock held by such holder, (ii) the name or names in which such holder wishes the certificate or certificates for Common Stock and Redeemable Preferred Stock to be issued upon such conversion and (iii) the address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversion. The issuance by the Corporation of shares of Common Stock and Redeemable Preferred Stock upon a conversion of Convertible Preferred Stock pursuant to Section A.6(a) hereof shall be effective as of the surrender of the certificate or certificates for the Convertible Preferred Stock to be converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), or as of the delivery of an Affidavit of Loss. Upon surrender of a certificate representing Convertible Preferred Stock for conversion, or delivery of an Affidavit of Loss, the Corporation shall issue and send by hand delivery, by courier or by first class mail (postage prepaid) to the holder thereof or to such holder’s designee, at the address designated by such holder, certificates for the number of shares of Common Stock and Redeemable Preferred Stock to which such holder shall be entitled upon conversion. The issuance of certificates for Common Stock and Redeemable Preferred Stock upon conversion of Convertible Preferred Stock will be made without charge to the holders of such shares for any issuance tax in respect thereof or other costs incurred by the Corporation in connection with such conversion and the related issuance of such stock. Notwithstanding anything to the contrary set forth in this Section A.6(d), in the event that the holders of shares of Convertible Preferred Stock elect to convert such shares pursuant to Section A.6(a) in connection with any Liquidation Event, Extraordinary Transaction not constituting a QET or initial public offering not constituting a QPO, (i) the Voluntary Conversion Notice shall be delivered to the Corporation prior to the effective date of or record date for (as applicable) such Liquidation Event, Extraordinary Transaction or initial public offering and such Voluntary Conversion Notice shall be effective as of, and shall in all cases be subject to, the occurrence of such Liquidation Event or closing of such Extraordinary Transaction or initial public offering and (ii) if such Liquidation Event, Extraordinary Transaction or initial public offering occurs, all outstanding shares of Convertible Preferred Stock shall be deemed to have been converted into shares of Common Stock and Redeemable Preferred Stock immediately prior thereto, provided that the Corporation shall make appropriate provisions (x) for the Common Stock issued upon such conversion to be treated on the same basis as all other Common Stock in such Liquidation Event, Extraordinary Transaction or initial public offering provided that the foregoing shall not be construed to provide or require the registration of any shares of Common Stock for sale and (y) for the payment of the Redeemable Liquidation Preference Amount (as defined in Section B.4) in connection with any Liquidation Event or the redemption of the Redeemable Preferred Stock (issued upon such conversion) upon election of such redemption in connection with any Extraordinary Transaction or initial public offering, if applicable, as provided herein. In the event of any public offering constituting a QPO or an Extraordinary Transaction constituting a QET, the provisions of Section A.5(e) shall apply.

          (e) Procedure for Automatic Conversion. As of, and in all cases subject to, the closing of a QPO or QET (the “Automatic Conversion Date”), all outstanding shares of Convertible Preferred Stock shall be converted automatically into shares of Common Stock and Redeemable Preferred Stock at the applicable conversion rates specified in Section A.6(a) and without any further action by the holders of such shares and whether or not the certificates representing such shares of Convertible Preferred Stock are surrendered to the Corporation or its transfer agent; provided, however, that all holders of Convertible Preferred Stock shall be given prior written notice of the occurrence of a QPO or QET in accordance with Section A.9 hereof. The Corporation shall not be obligated to issue certificates evidencing the shares of Redeemable Preferred Stock or Common Stock issuable on the Automatic Conversion Date (or the payment for the shares of Redeemable Preferred Stock which are redeemed immediately after such automatic conversion as provided below and in Section B.5(a)(i)) unless certificates evidencing such shares of the Convertible Preferred Stock being converted, or an Affidavit or Affidavits of Loss with respect to such certificates, are delivered to the Corporation or its transfer agent. On the Automatic Conversion Date, all rights with respect to the Convertible Preferred Stock so converted shall terminate, except any of the rights of the holders thereof upon surrender of their certificate or certificates therefor or delivery of an Affidavit of Loss thereof to receive certificates for the number of shares of Common Stock and Redeemable Preferred Stock into which such Convertible Preferred Stock has been converted (or the payment to which such holder is entitled as provided below and in Section B.5(a)(i)). Certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. Upon surrender of such certificates or Affidavit of Loss the Corporation shall issue and deliver to such holder, promptly (and in any event in such time as is sufficient to enable such holder to participate in such QPO or QET) at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock and number of shares of Redeemable Preferred Stock into which the shares of the Convertible Preferred Stock surrendered were

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convertible on the Automatic Conversion Date. Notwithstanding anything to the contrary set forth in this Section A.6(e), the Corporation may deliver, in lieu of certificates for Redeemable Preferred Stock, a payment in an amount and form determined pursuant to Section B.5(b) hereof on account of the redemption of such Redeemable Preferred Stock, and upon such payment the Redeemable Preferred Stock into which such Convertible Preferred Stock would have been converted shall be deemed to have been issued and redeemed by the Corporation.

          (f) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock and Redeemable Preferred Stock solely for the purpose of effecting the conversion of the shares of Convertible Preferred Stock such number of its shares of Common Stock and Redeemable Preferred Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock and Redeemable Preferred Stock shall not be sufficient to effect the conversion of all then outstanding shares of Convertible Preferred Stock, the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock and Redeemable Preferred Stock to such number of shares as shall be sufficient for such purpose.

          (g) No Closing of Transfer Books. The Corporation shall not close its books against the transfer of shares of Convertible Preferred Stock in any manner which would interfere with the timely conversion of any shares of Convertible Preferred Stock.

     7. Adjustments. The Conversion Price and Conversion Value in effect from time to time shall be subject to adjustment from and after June 18, 1997, and regardless of whether any shares of Convertible Preferred Stock are then issued and outstanding as follows:

          (a) Adjustments to Conversion Price.

               (i) Stock Dividends, Subdivisions and Combinations. Upon the issuance of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, the subdivision of outstanding shares of Common Stock into a greater number of shares of Common Stock, or the combination of outstanding shares of Common Stock into a smaller number of shares of the Common Stock, the Conversion Price shall, simultaneously with the happening of such dividend, subdivision or split be adjusted by multiplying the then effective Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Section A.7(a)(i) shall be given effect, upon payment of such a dividend or distribution, as of the record date for the determination of stockholders entitled to receive such dividend or distribution (on a retroactive basis) and in the case of a subdivision or combination shall become effective immediately as of the effective date thereof.

               (ii) Sale of Common Stock. In the event the Corporation shall at any time, or from time to time, issue, sell or exchange any shares of Common Stock including shares held in the Corporation’s treasury but excluding up to an aggregate 3,735,479 shares of Common Stock (as appropriately adjusted for stock splits, stock dividends and the like) issued to officers, Directors, employees of, or consultants, advisors, independent contractors to the Corporation or the Corporation’s Employee Stock Ownership Plan (the “ESOP”) (collectively, “Eligible Employees”) pursuant to the Corporation’s 1995 Stock Option Plan, 1997 Stock Option Plan or ESOP (collectively, the “Plans”) or upon the exercise of options or other rights issued to such Eligible Employees pursuant to the Plans (collectively, the “Excluded Shares”), for a consideration per share less than the Conversion Price in effect immediately prior to the issuance, sale or exchange of such shares, then, and thereafter successively upon each such issuance, sale or exchange, the Conversion Price in effect immediately prior to the issuance, sale or exchange of such shares shall forthwith be reduced to an amount determined by multiplying such Conversion Price by a fraction: (A) the numerator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such additional shares of Common Stock (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus (Y) the number of shares of Common Stock which the net aggregate consideration received by the Corporation for the total number of such additional shares of Common Stock so issued would purchase at the Conversion Price (prior to adjustment), and

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(B) the denominator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such additional shares of Common Stock (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus (Y) the number of such additional shares of Common Stock so issued.

                    (iii) Sale of Options, Rights or Convertible Securities. In the event the Corporation shall at any time or from time to time, issue options, warrants or rights to subscribe for shares of Common Stock, or issue any securities convertible into or exchangeable for shares of Common Stock (other than any options or warrants for Excluded Shares), for a consideration per share (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or convertible securities were exercised or converted to the fullest extent permitted by their terms) less than the Conversion Price in effect immediately prior to the issuance of such options or rights or convertible or exchangeable securities, the Conversion Price in effect immediately prior to the issuance of such options, warrants or rights or securities shall be reduced to an amount determined by multiplying such Conversion Price by a fraction:

                              (A) the numerator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, rights or convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus (Y) the number of shares of Common Stock which the total amount of consideration received by the Corporation for the issuance of such options, warrants, rights or convertible securities plus the minimum amount set forth in the terms of such security as payable to the Corporation upon the exercise or conversion thereof (the “Net Aggregate Consideration”) would purchase at the Conversion Price prior to adjustment, and

                              (B) the denominator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus (Y) the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or convertible securities were exercised or converted.

                    (iv) Expiration or Change in Price. If the consideration per share provided for in any options or rights to subscribe for shares of Common Stock or any securities exchangeable for or convertible into shares of Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price which would have been in effect at such time had such options or convertible securities provided for such changed consideration per share (determined as provided in Section A.7(a)(iii) hereof), at the time initially granted, issued or sold; provided, that such adjustment of the Conversion Price will be made only as and to the extent that the Conversion Price effective upon such adjustment remains less than or equal to the Conversion Price that would be in effect if such options, rights or securities had not been issued. No adjustment of the Conversion Price shall be made under this Section A.7(a) upon the issuance of any additional shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if an adjustment shall previously have been made upon the issuance of such warrants, options or other rights. Any adjustment of the Conversion Price shall be disregarded if, as, and when the rights to acquire shares of Common Stock upon exercise or conversion of the warrants, options, rights or convertible securities which gave rise to such adjustment expire or are canceled without having been exercised, so that the Conversion Price effective immediately upon such cancellation or expiration shall be equal to the Conversion Price in effect at the time of the issuance of the expired or canceled warrants, options, rights or convertible securities, with such additional adjustments as would have been made to that Conversion Price had the expired or canceled warrants, options, rights or convertible securities not been issued.

          (b) Adjustment to Conversion Value upon Certain QPOs. As set forth below, upon a QPO in which the Price to Public (as defined in Section A.6(b)) is 1.25 times or greater but less than two (2) times the Conversion Price, for the purpose of determining the number of shares of Common Stock to be issued upon conversion of the Convertible Preferred Stock in connection therewith, the Conversion Value shall be adjusted prior

9

to the closing and conversion by multiplying the Conversion Value then in effect by the applicable Conversion Value Multiplier set forth below. The Conversion Value Multiplier is determined according to (i) the closing date of such offering and (ii) the Price to Public expressed as a multiple of the Conversion Price. The Conversion Value Multiplier with respect to any multiple of the Conversion Price between any of the data points in any column below shall be determined by linear interpolation (for example, given a QPO on July 1, 1997 with a Price to Public equal to 1.625 times the Conversion Price, the Conversion Value Multiplier would be 1.0355).

Price to Public Per Share Expressed
as Multiple of Conversion Price			Conversion Value Multiplier
On or Before	After		On or Before		After
June 18, 1998	June 18, 1998		June 18, 1999		June 18, 1999
1.75X		2.0X		1.0		1.0
1.5X		1.75X		1.071		1.086
1.25X		1.5X		1.167		1.20
		1.25X		1.30		1.36

          (c) Other Adjustments. In the event the Corporation shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation other than shares of Common Stock, then and in each such event lawful and adequate provision shall be made so that the holders of Convertible Preferred Stock shall receive upon conversion thereof in addition to the number of shares of Common Stock receivable thereupon, the number of securities of the Corporation which they would have received had their Convertible Preferred Stock been converted into Common Stock and Redeemable Preferred Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section A.7 as applied to such distributed securities.

     If the Common Stock issuable upon the conversion of the Convertible Preferred Stock shall be changed into the same or different number of shares of any class or classes of stock, whether by reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section A.7), then and in each such event the holder of each share of Convertible Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of Convertible Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein.

          (d) Mergers and Other Reorganizations. Unless such transaction is a QET (in which case Section A.6(b) shall apply and this subsection shall not apply), if at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section A.7) or a merger or consolidation of the Corporation with or into another Corporation or the sale of all or substantially all of the Corporation’s properties and assets to any other person, then, as a part of and as a condition to the effectiveness of such reorganization, merger, consolidation or sale, lawful and adequate provision shall be made so that the holders of the Convertible Preferred Stock shall thereafter be entitled to receive upon conversion of the Convertible Preferred Stock the number of shares of stock or other securities or property of the Corporation or of the successor Corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate provisions shall be made with respect to the rights of the holders of the Convertible Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this Section A.7 (including without limitation provisions for adjustment of the Conversion Price and the number of shares purchasable upon conversion of the Convertible Preferred Stock) shall thereafter be applicable, as nearly as may be, with respect to any shares of stock, securities or assets to be deliverable thereafter upon the conversion of the Convertible Preferred Stock.

          (e) All calculations under this Section A.7 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as the case may be.

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          (f) Upon the occurrence of each adjustment or readjustment pursuant to this Section A.7, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon written request at any time of any holder of Convertible Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Prices before and after such adjustment or readjustment, and (iii) the number of shares of Common Stock and Redeemable Preferred Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder’s shares of Convertible Preferred Stock.

     8. Covenants. So long as any shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable) shall be outstanding, the Corporation shall not, without first having provided the written notice of such proposed action to each holder of outstanding shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable) and having obtained the affirmative vote or written consent of the holders of not less than sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable), voting as a single class, with each share of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable) entitling the holder thereof to one vote per share of Convertible Preferred Stock held by such holder:

          (a) unless such transaction is a QET, effect (I) any Extraordinary Transaction or other sale or transfer of all or substantially all of the properties and assets of any subsidiary of the Corporation, (II) any recapitalization of the Corporation or (III) any other transaction or series of related transactions in which more than 50% of the voting power of the Corporation is transferred;

          (b) dissolve, liquidate or wind up its operations;

          (c) directly or indirectly redeem, purchase, or otherwise acquire for consideration any shares of its Common Stock or any other class of its capital stock except for (i) redemption of Convertible Preferred Stock or Redeemable Preferred Stock pursuant to and as provided in this Certificate of Incorporation, (ii) repurchase of up to 1,101,471 shares of Common Stock from the stockholders of the Company pursuant to a Repurchase Agreement dated June 18, 1997, or (iii) redemption or repurchase of Common Stock issued pursuant to the Plans from Eligible Employees (as defined in Section A.7(a)(ii)) pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board of Directors of the Corporation or a committee thereof;

          (d) propose or adopt any amendment to this Article IV, or any other amendment to this Certificate of Incorporation or the Corporation’s By-Laws that eliminates, amends or restricts or otherwise adversely affects the rights and preferences of the Convertible Preferred Stock or the Redeemable Preferred Stock, or increase the authorized shares of Convertible Preferred Stock or Redeemable Preferred Stock;

          (e) declare or make dividend payments on any shares of Common Stock or any other class of the Corporation’s capital stock;

          (f) create, or obligate itself to create, any class or series of shares having preference over or being on a parity with the Convertible Preferred Stock or the Redeemable Preferred Stock;

          (g) increase the size of the Board of Directors to more than seven (7) members; or

          (h) except as provided in the Corporation’s 1997 Management Bonus Plan, pay any bonuses to the Corporation’s executive officers unless any such bonus shall have been unanimously approved by the compensation committee of the Board of Directors.

     Further, the Corporation and each subsidiary of the Corporation shall not, by amendment of this Certificate of Incorporation or through any Extraordinary Transaction or other reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation and each subsidiary of

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the Corporation but shall at all times in good faith assist in the carrying out of all the provisions of this Article IV and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Convertible Preferred Stock and the Redeemable Preferred Stock set forth in this Certificate against impairment. Any successor to the Corporation or any subsidiary of the Corporation shall agree, as a condition to such succession, to carry out and observe the obligations of the Corporation hereunder with respect to the Convertible Preferred Stock and the Redeemable Preferred Stock.

     9. Notice.

          (a) Liquidation Events, Extraordinary Transactions, Etc. In the event (i) the Corporation establishes a record date to determine the holders of any class of securities who are entitled to receive any dividend or other distribution or who are entitled to vote at a meeting (or by written consent) in connection with any of the transactions identified in clause (ii) hereof, or (ii) any Liquidation Event (as defined in Section A.4), any Extraordinary Transaction, QET or QPO (each as defined in Section A.6) or any other public offering becomes reasonably likely to occur, the Corporation shall mail or cause to be mailed by first class mail (postage prepaid) to each holder of Convertible Preferred Stock (or each holder of Redeemable Preferred Stock, as applicable) at least twenty (20) business days prior to such record date specified therein or the expected effective date of any such transaction, whichever is earlier, a notice specifying (A) the date of such record date for the purpose of such dividend or distribution or meeting or consent and a description of such dividend or distribution or the action to be taken at such meeting or by such consent, (B) the date on which any such Liquidation Event, Extraordinary Transaction, QET, QPO or other public offering is expected to become effective, and (C) the date on which the books of the Corporation shall close or a record shall be taken with respect to any such event.

          (b) Waiver of Notice. The holder or holders of not less than sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable) may, at any time upon written notice to the Corporation, waive any notice provisions specified herein for the benefit of such holders, and any such waiver shall be binding upon the holders of all such securities.

          (c) General. In the event that the Corporation provides any notice, report or statement to any holder of Common Stock, the Corporation shall at the same time provide a copy of any such notice, report or statement to each holder of outstanding shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable).

     10. No Reissuance of Convertible Preferred Stock. No share or shares of Convertible Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

B. REDEEMABLE PREFERRED STOCK

     1. Designation; Ranking. A total of 2,202,942 shares of the Corporation’s Preferred Stock shall be designated as Redeemable Preferred Stock, $.01 par value per share (the “Redeemable Preferred Stock”).

     2. Election of Directors; Voting.

          (a) Election of Directors. The holders of outstanding shares of Redeemable Preferred Stock shall, voting together as a separate class, be entitled to elect one (1) Director. Such Director shall be the candidate receiving the highest number of affirmative votes (with each holder of Redeemable Preferred Stock entitled to cast one vote for or against each candidate with respect to each share of Redeemable Preferred Stock held by such holder) of the outstanding shares of Redeemable Preferred Stock (the “Redeemable Preferred Stock Director Designee”), with votes cast against such candidate and votes withheld having no legal effect. The election of the Redeemable Preferred Stock Director Designee by the holders of the Redeemable Preferred Stock shall occur (i) at the annual meeting of holders of capital stock, (ii) at any special meeting of holders of capital stock, (iii) at any special meeting of holders of Redeemable Preferred Stock called by holders of a majority of the outstanding shares of Redeemable Preferred Stock or (iv) by the unanimous written consent of holders of the outstanding shares of Redeemable Preferred Stock. Upon conversion of the Convertible Preferred Stock, the Convertible Preferred Stock

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Director Designee then serving on the Corporation’s board of directors shall continue in such capacity as the Redeemable Preferred Stock Designee. If at any time when any share of Redeemable Preferred Stock is outstanding the Redeemable Preferred Stock Director Designee should cease to be a Director for any reason, the vacancy shall only be filled by the vote or written consent of holders of the outstanding shares of Redeemable Preferred Stock, voting together as a separate class, in the manner and on the basis specified above.

     (b) Voting Generally. Except as set forth above with respect to the election of the Redeemable Preferred Stock Director Designee, the holders of Redeemable Preferred Stock shall not be entitled to vote on any matters except to the extent otherwise required under the General Corporation Law of the State of Delaware.

     3. Dividends. The holders of outstanding shares of Redeemable Preferred Stock shall be entitled to receive, out of any funds legally available therefor, cumulative (non-compounding) dividends on the Redeemable Preferred Stock in cash, at the rate per annum of three percent (3%) of $6.8091 per share (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Redeemable Preferred Stock), or $.2043 per share of Redeemable Preferred Stock as of the date this Certificate of Incorporation is first filed with the Delaware Secretary of State (a “Redeemable Cumulative Dividend”). Such dividends will accrue commencing as of the date of issuance of the Redeemable Preferred Stock and be cumulative, to the extent unpaid, whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Redeemable Cumulative Dividends shall become due and payable with respect to any share of Redeemable Preferred Stock as provided in Section B.4 and Section B.5. So long as any shares of Redeemable Preferred Stock are outstanding and the Redeemable Cumulative Dividends have not been paid in full in cash: (A) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any capital stock of the Corporation ranking junior to the Redeemable Preferred Stock; and (B) no shares of capital stock of the Corporation ranking junior to the Redeemable Preferred Stock shall be purchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. All numbers relating to the calculation of dividends pursuant to this Section B.3 shall be subject to equitable adjustment in the event of any stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Redeemable Preferred Stock.

     4. Liquidation.

          (a) Upon any Liquidation Event, each holder of outstanding shares of Redeemable Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to stockholders, whether such assets are capital, surplus, or earnings as follows, and before any amount shall be paid or distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Redeemable Preferred Stock, an amount in cash equal to the sum of (i) the Redeemable Base Liquidation Amount (as determined in Section B.4(b) below) multiplied by the number of shares of Redeemable Preferred Stock held by such holder, plus (ii) any accumulated but unpaid dividends to which such holder of outstanding shares of Redeemable Preferred Stock is entitled pursuant to Section B.3 and B.5(d) hereof, plus (iii) any interest accrued pursuant to Section B.5(c) to which such holder of outstanding shares of Redeemable Preferred Stock is entitled, plus (iv) any accumulated but unpaid dividends or other amounts due on or in respect of the shares of Convertible Preferred Stock held by such holder prior to the conversion of such Convertible Preferred Stock (the “Redeemable Liquidation Preference Amount”); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Redeemable Preferred Stock are not paid in full, the holders of the Redeemable Preferred Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled.

          (b) The per share “Redeemable Base Liquidation Amount” shall be determined according to (i) the closing date of the Liquidation Event, QPO, QET, Extraordinary Transaction or public offering (each a “Measurement Event”) and (ii) (A) in connection with a QPO or public offering, the Price to Public (as defined in Section A.6(b)) expressed as a multiple of the Conversion Price or, (B) in connection with a Liquidation Event, QET, or Extraordinary Transaction, the value (as determined in Section B.4(c) below, and excluding any amount held in escrow or otherwise not actually received as of such closing date), expressed as a multiple of the Conversion Price, of the cash, securities or other consideration distributed, paid or delivered at closing with respect to each share of Common Stock. The following schedule sets forth the Redeemable Base Liquidation Amount at various data points. Between data points, the Redeemable Base Liquidation Amount reduces in a linear fashion corresponding to linear increases in either time (with a day being the smallest unit of measurement), multiple or both. For example, if on June 18, 1999 the Price to Public or per share value of such consideration were 2.5 times the Conversion Price,

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the Redeemable Base Liquidation Amount per share would be $5.6743. By way of further example, if on December 18, 1998 the Price to Public or per share value of such consideration were 3.5 times the Conversion Price, the Redeemable Base Liquidation Amount per share would be $0.00, and each holder would be entitled to receive the amounts due under clauses (ii) through (iv) of Section B.4(a) above.

	Closing Date of Measurement Event
Price to Public or Value of Consideration	On or prior to				On or after
Expressed as Multiple of Conversion Price	December 18, 1998		September 18, 1999		June 18, 2000
2.0X	$	6.8091	$	6.8091	$	6.8091
2.5X	$	3.4046	$	6.8091	$	6.8091
3.0X	$	0.00	$	3.4046	$	6.8091
3.5X	$	0.00	$	0.00	$	3.4046
4.0X	$	0.00	$	0.00	$	0.00

          (c) Valuation of Distribution Securities. For purposes of determining the Redeemable Base Liquidation Amount, any securities or other consideration to be delivered to the holders of the Common Stock upon completion of any Measurement Event shall be valued as follows:

               (i) If traded on a nationally recognized securities exchange or inter-dealer quotation system, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) business days prior to the closing;

               (ii) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) business days prior to the closing; and

               (iii) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of not less than sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock, provided that if the Corporation and the holders of sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock are unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the Corporation, but reasonably acceptable to the holders of sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock.

     5. Redemption.

          (a) Redemption Events.

               (i) Automatic. Immediately upon and as of, and in all cases subject to, the closing of a QPO or QET, the Corporation shall redeem all (and not less than all) of the outstanding shares of Redeemable Preferred Stock at the Redemption Price specified in Section B.5(b); provided that if the Corporation shall receive the proceeds from such QPO or QET in next-day available funds, such redemption shall occur on the first business day following such closing.

               (ii) Optional.

                    (A) Upon Certain Transactions. Upon the election of the holder or holders of not less than sixty-six and two-thirds percent in voting power of the outstanding Redeemable Preferred Stock (or Convertible Preferred Stock, as applicable, proposing to convert the same in order to effect a redemption of the Redeemable Preferred Stock received upon such conversion hereunder), the Corporation shall redeem all (and not less than all, other than pursuant to Section B.5(c) below) of the outstanding shares of Redeemable Preferred Stock upon the occurrence of an Extraordinary Transaction (as defined in Section A.6) not constituting a QET or, other than a public offering initiated by the holders of Convertible Preferred Stock or Redeemable Preferred stock, a public offering not constituting a QPO.

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                    (B) Notice. An election pursuant to subparagraph (A) of this Section B.5(a)(ii) shall be made by such holders giving the Corporation and each other holder of Redeemable Preferred Stock (or Convertible Preferred Stock, as applicable) not less that five (5) days prior written notice, which notice shall set forth the date for such redemption.

          (b) Redemption Date; Redemption Price. Upon the election of the holders of not less than sixty-six and two-thirds percent in voting power of the outstanding Redeemable Preferred Stock to cause the Corporation to redeem the Redeemable Preferred Stock pursuant to Section B.5(a)(ii), all holders of Redeemable Preferred Stock shall be deemed to have elected to cause the Redeemable Preferred Stock to be so redeemed. Any date upon which a redemption shall occur in accordance with Section B.5(a) shall be referred to as a “Redemption Date”. The redemption price for each share of Redeemable Preferred Stock redeemed pursuant to this Section B.5 shall be the sum of (i) the Redeemable Base Liquidation Amount (as set forth in Section B.4(b) above), plus (ii) any accumulated but unpaid dividends on such share of Redeemable Preferred Stock pursuant to Section B.3 and Section B.5(d) hereof, plus (iii) any interest accrued with respect to such share of Convertible Preferred Stock pursuant to Section B.5(c), plus (iv) any accumulated but unpaid dividends or other amounts due on or in respect of the share of Convertible Preferred Stock from which such share of Redeemable Preferred Stock was converted (the “Redemption Price”). Except as holders of sixty-six and two-thirds percent of the Redeemable Preferred Stock shall otherwise agree, the Redemption Price shall be payable in cash in immediately available funds to the respective holders of the Redeemable Preferred Stock on the Redemption Date; provided, however, that upon a QPO in which the Price to Public (as defined in Section A.6(b)) is 1.25 times or greater but less than two (2) times the Conversion Price, the portion of the Redemption Price representing the Redeemable Base Liquidation Amount shall be payable in a combination of cash and promissory notes, which promissory notes will have a maturity date equal to one year after the Redemption Date, shall bear interest at the per annum rate equal to the greater of (x) 12% or (y) 5% over the Citibank prime rate published in the Wall Street Journal on the Redemption Date and shall contain other customary terms and provisions (“Promissory Notes”), as set forth below, and the remaining portions of the Redemption Price set forth in clause (ii) through (iv) of this Section B.5(b) shall be paid in cash. The per share amount of cash and amount of Promissory Notes is determined according to (i) the closing date of such offering and (ii) the Price to Public expressed as a multiple of the Conversion Price. The per share amount of cash and amount of Promissory Notes with respect to any multiple of the Conversion Price between any of the data points in any column below shall be determined by linear interpolation (for example, given a QPO on July 1, 1997 with a Price to Public equal to 1.625 times the Conversion Price, the Redemption Price shall be payable $6.2417 in cash and $.5674 in Promissory Notes).

Price to Public as Multiple of			Combination of Cash
Conversion Price			and Promissory Notes
On or Before	After		Cash Payment		Promissory Note
June 18, 1998	June 18, 1998		Amount Per Share		Amount Per Share
1.75X		2.0X	$	6.8091	$	0.00
1.5X		1.75X	$	5.6743	$	1.1348
1.25X		1.5X	$	4.5394	$	2.2697
		1.25X	$	4.5394	$	2.2697

     Until the full Redemption Price, including any interest thereon, has been paid to such holders in cash (or cash and Promissory Notes, as provided above) for all shares of Redeemable Preferred Stock redeemed as of the applicable Redemption Date: (A) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any capital stock of the Corporation; and (B) no shares of capital stock of the Corporation (other than the Redeemable Preferred Stock in accordance with this Section B.5 or shares of capital stock the repurchase of which is required pursuant to the provisions of ERISA or any like statutory requirement) shall be purchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof.

          (c) Redemption Prohibited. If, at a Redemption Date, the Corporation is prohibited under the General Corporation Law of the State of Delaware from redeeming all shares of Redeemable Preferred Stock for which redemption is required hereunder, then it shall redeem such shares on a pro-rata basis among the holders of Redeemable Preferred Stock in proportion to the full respective redemption amounts to which they are entitled

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hereunder to the extent possible and shall redeem the remaining shares to be redeemed as soon as the Corporation is not prohibited from redeeming some or all of such shares under the General Corporation Law of the State of Delaware, subject to the last paragraph of Section A.8. The shares of Redeemable Preferred Stock not redeemed shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. In the event that the Corporation fails to redeem shares for which redemption is required pursuant to Section B.5, then during the period from the applicable Redemption Date through the date on which such shares are redeemed, the applicable Redemption Price of such shares plus additional dividends that accumulate in respect of such shares under Section B.5(d) shall bear interest at the per annum rate of the greater of (i) 12% or (ii) 5% over the Citibank prime rate published in the Wall Street Journal on such Convertible Preferred Redemption Date, compounded annually; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”). In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the obligation to be fulfilled shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Preferred Redemption Date.

          (d) Dividend After Redemption Date. From and after a Redemption Date, no shares of Redeemable Preferred Stock subject to redemption shall be entitled to any further dividends pursuant to Section B.3 hereof; provided, however, that in the event that shares of Redeemable Preferred Stock are unable to be redeemed and continue to be outstanding in accordance with Section B.5(c), such shares shall continue to be entitled to dividends and interest thereon as provided in Sections B.3 and B.5(c) until the date on which such shares are actually redeemed by the Corporation.

          (e) Surrender of Certificates. Upon receipt of the applicable Redemption Price by certified check or wire transfer, each holder of shares of Redeemable Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares to the Corporation, duly assigned or endorsed for transfer (or accompanied by duly executed stock powers relating thereto), or shall deliver an Affidavit of Loss with respect to such certificates at the principal executive office of the Corporation or the office of the transfer agent for the Redeemable Preferred Stock or such office or offices in the continental United States of an agent for redemption as may from time to time be designated by notice to the holders of Redeemable Preferred Stock (or the holders of Convertible Preferred Stock, as applicable), and each surrendered certificate shall be canceled and retired; provided, however, that if the holder has exercised its redemption right pursuant to Section B.5(a)(ii)(A), the holder shall not be required to surrender said certificate(s) to the Corporation until said holder has received a new stock certificate for those shares of Redeemable Preferred Stock not so redeemed.

     6. Notice. In the event that the Corporation provides or is required to provide notice to any holder of Convertible Preferred Stock or any holder of Common Stock in accordance with the provisions of this Certificate of Incorporation (including the provisions of Section A.9) and/or the Corporation’s by-laws, the Corporation shall at the same time provide a copy of any such notice to each holder of outstanding shares of Redeemable Preferred Stock.

     7. No Reissuance of Redeemable Preferred Stock. No share or shares of Redeemable Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

     8. Covenants. So long as any shares of Redeemable Preferred Stock shall be outstanding the provisions of Section A.8 shall apply to all shares of Redeemable Preferred Stock as if such shares were shares of Convertible Preferred Stock.

C. SERIES B PREFERRED STOCK

     1. Designation and Amount. The shares of such series shall be designated as Series B Preferred Stock (the “Series B Preferred Stock”); $0.01 par value per share, and the number of shares constituting such series shall be 1,000,000.

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     2. Dividends and Distributions.

          (A) The dividend rate on the shares of Series B Preferred Stock shall be for each quarterly dividend (hereinafter referred to as a “quarterly dividend period”), which quarterly dividend periods shall commence on January 1, April 1, July 1 and October 1 each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”) (or in the case of original issuance, from the date of original issuance) and shall end on and include the day next preceding the first date of the next quarterly dividend period, at a rate per quarterly dividend period (rounded to the nearest cent) equal to the greater of (a) 625.00 or (b) subject to the provisions for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate share amount (payable in cash, based upon the fair market value at the time the non-cash dividend or other distribution is declared as determined in good faith by the Board of Directors) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared (but not withdrawn) on the Common Stock, par value $0.001 Par value of Common Stock per share, of the Corporation (the “Common Stock”) during the immediately preceding quarterly dividend period, or, with respect to the first quarterly dividend period, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event this Company shall at any time after February 28, 2001 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

          (B) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 45 days prior to the date fixed for the payment thereof.

     3. Voting Rights. The holders of shares of Series B Preferred Stock shall have the following voting rights:

          (A) Subject to the provision for adjustment hereinafter set forth, each share of Series B Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

          (B) Except as otherwise provided herein, in the Certificate of Incorporation or by law, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

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          (C) Except as set forth herein, in the Certificate of Incorporation and in the By-laws, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

     4. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

     5. Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive the greater of (a) $25,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event pursuant to clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     6. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     7. No Redemption. The shares of Series B Preferred Stock shall not be redeemable.

     8. Fractional Shares. Series B Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of holders of Series B Preferred Stock. All payments made with respect to fractional shares hereunder shall be rounded to the nearest whole cent.

     9. Certain Restrictions.

          (A) Whenever quarterly dividends or other dividends or distributions payable on the Series B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;

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          (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

          (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or

          (iv) purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of stock ranking on a parity with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 9, purchase or otherwise acquire such shares at such time and in such manner.

     10. Ranking. The Series B Preferred Stock shall be junior to all other Series of the Corporation’s preferred stock as to the payment of dividends and the distribution of assets, unless the terms of any series shall provide otherwise.

     11. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series B Preferred Stock voting together as a single class.

D. COMMON STOCK

     1. Designation; Ranking. A total of 400,000,000 shares of the Corporation’s common stock shall be designated as Common Stock, $.01 par value per share (the “Common Stock”).

     2. Voting.

          (a) Election of Directors. The holders of Common Stock voting together with the holders of outstanding Convertible Preferred Stock as a single class, shall be entitled to elect all of the Directors of the Corporation, other than the Directors who are subject to election by the holders of Convertible Preferred Stock or Redeemable Preferred Stock as a separate class for so long as any shares of Convertible Preferred Stock or Redeemable Preferred Stock remain outstanding, and thereafter shall be entitled to elect all of the Directors of the Corporation. The election of such Directors shall occur at the annual meeting of holders of capital stock or at any special meeting called and held in accordance with the by-laws of the Corporation. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors resulting from death, resignation or other cause (other than the removal from office by a vote of the stockholders) may be filled only by a majority vote of the Directors then in office, though less than a quorum. Directors so chosen shall hold office for a term expiring at the next annual meeting of the stockholders at which the term of office to which they have been elected expires and until their respective successors are elected, except that in the case of death or resignation of any Director, in which case the Director so chosen shall hold office for a term expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent Director.

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          (b) Other Voting. The holder of each share of Common Stock shall be entitled to one vote for each such share as determined on the record date for the vote or consent of stockholders and shall vote together with the holders of the Convertible Preferred Stock as a single class upon any items submitted to a vote of stockholders, except as otherwise provided herein.

     3. Dividends. Subject to the payment in full of all preferential dividends to which the holders of the Convertible Preferred Stock and the Redeemable Preferred Stock are entitled hereunder, the holders of Common Stock shall be entitled to receive dividends out of funds legally available therefor at such times and in such amounts as the Board of Directors may determine in its sole discretion. The Board of Directors shall give the holders of Convertible Preferred Stock twenty (20) days prior written notice of the declaration of any such dividends, and the record date for such dividends shall not precede the expiration of such twenty (20) day period.

     4. Liquidation. Upon any Liquidation Event, after the payment or provision for payment of all debts and liabilities of the Corporation and all preferential amounts to which the holders of Convertible Preferred Stock or Redeemable Preferred Stock, as applicable, are entitled with respect to the distribution of assets in liquidation, the holders of Common Stock (and, to the extent applicable under Section A.4(a), Convertible Preferred Stock) shall be entitled to share ratably in the remaining assets of the Corporation available for distribution.

     5. Fractional Shares; Uncertificated Shares. The Corporation may issue fractional shares (up to five decimal places) of Common Stock. Fractional shares shall be entitled to dividends (on a pro rata basis), and the holders of fractional shares shall be entitled to all rights as stockholders of the Corporation to the extent provided herein and under applicable law in respect of such fractional shares. Shares of Common Stock, or fractions thereof, may, but need not be represented by share certificates. Such shares, or fractions thereof, not represented by share certificates (the “Uncertificated Common Shares”) shall be registered in the stock records book of the Corporation. The Corporation at any time at its sole option may deliver to any registered holder of such shares share certificates to represent Uncertificated Common Shares previously issued (or deemed issued) to such holder.

ARTICLE V

In furtherance of and not in limitation of powers conferred by statute, it is further provided:

     1. Board of Directors.

          (a) Election of Directors need not be by written ballot unless the by-laws of the Corporation so provide.

          (b) Subject to Section A.8(g) hereof, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). Following the Corporation’s first QPO, the directors shall be divided into three classes with the term of office of the first class to expire at the annual meeting of the stockholders held in 2000; the term of office of the second class to expire at the meeting of the stockholders held in 2001; the term of office of the third class to expire at the annual meeting of the stockholders in 2002; and thereafter for each such term to expire at each third succeeding annual meeting of stockholders after such election. Subject to the rights of the holders of any series of Preferred Stock then outstanding, a vacancy resulting from the removal of a director by the stockholders as provided in Article V, Section 3 below may be filled at a special meeting of the stockholders held for that purpose.

     2. Bylaws. Except as set forth in Section A.8(c), the Board of Directors is expressly authorized to adopt, amend, or repeal the by-laws of the Corporation to the extent specified therein. Following the Corporation’s first QPO, the by-laws of the Corporation may be amended or repealed, and new by-laws may be adopted, by the affirmative vote of the holders of at least a majority of the outstanding voting power of all the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, or by a vote of at least a majority of the number of directors of the Corporation then authorized, in the manner prescribed by the laws of the State of Delaware.

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     3. Removal. Following the Corporation’s first QPO any director or the entire Board of Directors may be removed from office before the expiration of the applicable term of office only with cause.

ARTICLE VI

     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. Any action taken by the written consent of the stockholders of the Corporation must include the consent of the holder or holders of not less than a majority in voting power of the outstanding shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable). Following the closing of the Corporation’s first QPO, the stockholders may no longer take action by written consent and may act only at an annual or special meeting.

ARTICLE VII

     To the extent permitted by law, the books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated in the by-laws of the Corporation or from time to time by its Board of Directors.

ARTICLE VIII

     No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a Director of the Corporation, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the Director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended after the effective date of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each past or present Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

     Any repeal or modification of this Article VIII by (a) the stockholders of the Corporation or (b) an amendment to the General Corporation Law of the State of Delaware (unless such statutory amendment specifically provides to the contrary) shall not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring either before or after such repeal or modification, of a person serving as a Director prior to or at the time of such repeal or modification.

ARTICLE IX

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, provided, however, that following the Corporation’s first QPO the affirmative vote of a majority of the voting power of all the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal Article V, Article VI, Article VIII, or this Article IX. All rights conferred upon stockholders herein are granted subject to this reservation.

     IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by the undersigned duly authorized officer of the Corporation on this 29th day of April, 2010.

LIFE TECHNOLOGIES CORPORATION
By:	/s/ John A. Cottingham
	John A. Cottingham
	Chief Legal Officer and Secretary

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EX-3.2

Exhibit 3.2

FIFTH AMENDED AND RESTATED

BYLAWS

OF

LIFE TECHNOLOGIES CORPORATION,

A DELAWARE CORPORATION

TABLE OF CONTENTS

		Page
ARTICLE I      STOCKHOLDERS		1
Section 1.1	Annual Meeting	1
Section 1.2	Special Meetings	1
Section 1.3	Notice of Meetings	1
Section 1.4	Quorum	1
Section 1.5	Organization	2
Section 1.6	Conduct of Business	2
Section 1.7	Notice of Stockholder Business	2
Section 1.8	Proxies and Voting	3
Section 1.9	Stock List	3
Section 1.10	No Stockholder Action by Written Consent	3
ARTICLE II      BOARD OF DIRECTORS		4
Section 2.1	Number and Term of Office	4
Section 2.2	Vacancies and Newly Created Directorships	4
Section 2.3	Removal	4
Section 2.4	Regular Meetings	4
Section 2.5	Special Meetings	4
Section 2.6	Quorum	5
Section 2.7	Participation in Meetings by Conference Telephone	5
Section 2.8	Conduct of Business	5
Section 2.9	Powers	5
Section 2.10	Compensation of Directors	6
Section 2.11	Nomination of Director Candidates	6
ARTICLE III      COMMITTEES		7
Section 3.1	Committees of the Board of Directors	7
Section 3.2	Conduct of Business	7
ARTICLE IV      OFFICERS		8
Section 4.1	Generally	8
Section 4.2	Chairman of the Board	8
Section 4.3	Chief Executive Officer	8
Section 4.4	President and Chief Operating Officer	8

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TABLE OF CONTENTS
(continued)

		Page
Section 4.5	Chief Financial Officer	9
Section 4.6	Divisional or Functional Presidents	9
Section 4.7	Secretary	9
Section 4.8	Delegation of Authority	9
Section 4.9	Removal	9
Section 4.10	Action With Respect to Securities of Other Corporations	9
ARTICLE V      STOCK		9
Section 5.1	Certificates of Stock	9
Section 5.2	Transfers of Stock	10
Section 5.3	Record Date	10
Section 5.4	Lost, Stolen or Destroyed Certificates	10
Section 5.5	Regulations	10
ARTICLE VI      NOTICES		10
Section 6.1	Notices	10
Section 6.2	Waivers	11
ARTICLE VII      MISCELLANEOUS		11
Section 7.1	Facsimile Signatures	11
Section 7.2	Corporate Seal	11
Section 7.3	Reliance Upon Books, Reports and Records	11
Section 7.4	Fiscal Year	11
Section 7.5	Time Periods	11
ARTICLE VIII      INDEMNIFICATION OF DIRECTORS AND OFFICERS		11
Section 8.1	Right to Indemnification	11
Section 8.2	Right of Indemnitee to Bring Suit	12
Section 8.3	Indemnification of Employees and Agents	13
Section 8.4	Non Exclusivity of Rights	13
Section 8.5	Indemnification Contracts	13
Section 8.6	Insurance	14
Section 8.7	Advance Payment of Expenses	14
Section 8.8	Effect of Amendment	14
Section 8.9	Savings Clause	14
ARTICLE IX      AMENDMENTS		14

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LIFE TECHNOLOGIES CORPORATION, A DELAWARE CORPORATION

FIFTH AMENDED AND RESTATED BYLAWS

ARTICLE I
STOCKHOLDERS

     Section 1.1 Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months after the organization of the corporation or after its last annual meeting of stockholders.

     Section 1.2 Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by (1) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), or (2) the Chairman of the Board, and shall be held at such place, on such date, and at such time as they shall fix. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice.

     Section 1.3 Notice of Meetings. Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, as provided herein or otherwise required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law, the Certificate of Incorporation of the Corporation or the rules and regulations promulgated by the Securities and Exchange Commission).

     When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

     Section 1.4 Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or by the Certificate of Incorporation or Bylaws of this corporation.

     If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

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     If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

     Section 1.5 Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman, if there is such an officer, or if not, the Presiding Director of the Corporation, or in the absence of all of the above, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

     Section 1.6 Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.

     Section 1.7 Notice of Stockholder Business. At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) properly brought before the meeting by or at the direction of the Board of Directors, or (c) if, and only if, the notice of an annual meeting or special meeting specifically provides for and describes the business to be brought before the meeting by stockholders, properly brought before the annual meeting or special meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal offices of the Corporation no later than the date on which stockholder proposals to be included in the stockholder proxy must be received by the Corporation under the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (i) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business, and (v) any direct or indirect pecuniary or economic interest in any capital stock or other security of the Corporation of such person, including, without limitation, any derivative instrument, swap, option, warrant, short interest, hedge, or profit-sharing arrangement. Notwithstanding anything in the Bylaws to the contrary (i) no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this Section 1.7, (ii) other than with respect to stockholder nominations for the election of Directors, the procedures in clause (c) of this Section 1.7 shall be the exclusive means for a stockholder to properly submit business (other than business properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement) before an annual or special meeting of stockholders; it being understood that a

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stockholder seeking to nominate directors at an annual or special meeting of stockholders must comply with notice and information requirements of Section 2.11, and (iii) the procedures in Section 2.11 (including the notice and information requirements therein) shall be the exclusive means for a stockholder to submit nominations for the election of Directors before an annual or special meeting of stockholders. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 1.7, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

     Section 1.8 Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

     Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law.

     All voting, except where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or by his proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

     Except as otherwise required by applicable law or by the Certificate of this Corporation or these Bylaws, at any meeting of stockholders for the election of one or more Directors at which a quorum is present, each Director shall be elected by the vote of a majority of the votes cast with respect to the Director, provided that if, as of a date that is ten (10) days in advance of the date on which the Corporation files its definitive proxy statement with the SEC (regardless of whether thereafter revised or supplemented), the number of nominees for Director exceeds the number of directors to be elected, the Directors shall be elected by the vote of a plurality of the votes cast by the Stockholders entitled to vote at the election. For purposes of this Section 1.8, a majority of the votes cast means that the number of shares voted “for” a Director exceeds the number of votes cast “against” that Director. The following shall not be votes cast: (a) a share otherwise present at the meeting but for which there is an abstention; and (b) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. If a Director then serving on the Board of Directors does not receive the required majority, the Director shall tender his or her resignation to the Board. Within ninety (90) days after the date of the certification of the election results, the Governance and Nominating Committee or other committee that may be designated by the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken, and the Board will act on such committee’s recommendation and publicly disclose its decision and the rationale behind it. In addition, and except as otherwise required by law or by the Certificate of this Corporation or these Bylaws, all other matters shall be determined by a majority of the votes cast.

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     Section 1.9 Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

     Section 1.10 No Stockholder Action by Written Consent. The stockholders of the Corporation may not act by written consent and may act only at an annual or special meeting of the stockholders.

ARTICLE II
BOARD OF DIRECTORS

     Section 2.1 Number and Term of Office. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). The directors shall be elected at the annual meeting of the stockholders, who shall vote for such directors as provided in the Certificate of Incorporation. The directors shall be divided into three (3) classes, with the term of office of the first class to expire at the first annual meeting of stockholders held after the closing of the first sale of the Corporation’s common stock pursuant to a firmly underwritten registered public offering (the “IPO”); the term of office of the second class to expire at the second annual meeting of stockholders held after the IPO; the term of office of the third class to expire at the third annual meeting of stockholders held after the IPO; and thereafter for each such term to expire at each third succeeding annual meeting of stockholders after such election. All directors shall hold office until the expiration of the term for which elected and until their respective successors are elected, except in the case of the death, resignation or removal of any director. Directors need not be stockholders.

     Section 2.2 Vacancies and Newly Created Directorships. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, or other cause (other then removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of office to which they have been elected expires, and until their respective successors are elected, except in the case of death or resignation in which case the directors so chosen shall hold office for a term

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expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     Section 2.3 Removal. Subject to the limitations stated in the Certificate of Incorporation, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least a majority of the voting power of its then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Any director or the entire Board of Directors may be removed from office before the expiration of the applicable term of office only with cause. Vacancies in the Board of Directors resulting from such removal may be filled by (i) a majority of the directors then in office, though less than a quorum, or (ii) the stockholders at a special meeting of the stockholders properly called for that purpose, by the vote of the holders of a majority of the shares entitled to vote at such special meeting. Directors so chosen shall hold office until the next annual meeting of stockholders.

     Section 2.4 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

     Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by one third of the directors then in office (rounded up to the nearest whole number), by the chairman of the board or by the Chief Executive Officer (“CEO”), or by the Presiding Director and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived:

     (i) by mailing written notice not less than five (5) days before the meeting;

     (ii) delivering written notice by overnight courier not less than one (1) day before the meeting

     (iii) delivering written notice by overseas courier service not less than two (2) days before the meeting; or

     (iv) providing notice thereof by telephone, telecopy, email or personal delivery not less than twelve (12) hours before the meeting.

Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

     Section 2.6 Quorum. At any meeting of the Board of Directors, a majority of the total number of authorized directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

     Section 2.7 Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee of the Board of Directors, may participate in a meeting

5

of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

     Section 2.8 Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

     Section 2.9 Powers. The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

          (1) To declare dividends from time to time in accordance with law;

          (2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

          (3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non negotiable, secured or unsecured, and

          (4) To remove any officer of the Corporation with or without cause, and from time to time to pass on the powers and duties of any officer upon any other person for the time being;

          (5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

          (6) To adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

          (7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

          (8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs; and

          (9) To appoint one of the independent directors to serve as Presiding Director and to designate the authority and responsibilities of the Presiding Director.

     Section 2.10 Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as

6

directors, including, without limitation, their services as members of committees of the Board of Directors.

     Section 2.11 Nomination of Director Candidates. Subject to the rights of holders of any class or series of Preferred Stock then outstanding, nominations for the election of Directors may be made by the Board of Directors or a proxy committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally who complies with the procedures set forth in this Section 2.11 and who is a stockholder of record at the time notice is delivered to the Secretary of the Corporation. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Directors at a meeting only if timely notice of such stockholder’s intent to make such nomination or nominations has been given in writing to the Secretary of the Corporation in accordance with this Section 2.11. To be timely, a stockholder nomination for a director to be elected at an annual meeting shall be received at the Corporation’s principal executive offices not less than 120 calendar days in advance of the first year anniversary of the date that the Corporation’s proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, or in the event of a nomination for director to be elected at a special meeting, notice by the stockholders to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the special meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote for the election of Directors on the date of such notice and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; (e) the consent of each nominee to serve as a director of the Corporation if so elected; and (f) any direct or indirect pecuniary or economic interest in any capital stock or other security of the Corporation of such nominating stockholders, including, without limitation, any derivative instrument, swap, option, warrant, short interest, hedge, or profit-sharing arrangement.

     In the event that a person is validly designated as a nominee in accordance with this Section 2.11 and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee upon delivery, not fewer than five days prior to the date of the meeting for the election of such nominee, of a written notice to the Secretary setting forth such information regarding such substitute nominee as would have been required to be delivered to the Secretary pursuant to this Section 2.11 had such substitute nominee been initially proposed as a nominee. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each such substitute nominee.

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     If the chairman of the meeting for the election of Directors determines that a nomination of any candidate for election as a Director at such meeting was not made in accordance with the applicable provisions of this Section 2.11, such nomination shall be void; provided, however, that nothing in this Section 2.11 shall be deemed to limit any voting rights upon the occurrence of dividend arrearages provided to holders of Preferred Stock pursuant to the Preferred Stock designation for any series of Preferred Stock.

ARTICLE III
COMMITTEES

     Section 3.1 Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt an agreement of merger or consolidation if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

     Section 3.2 Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. All matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV
OFFICERS

     Section 4.1 Generally. The officers of the Corporation shall consist of a CEO, a Chief Financial Officer (“CFO”), and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, a President and COO, one or more division or functional Presidents, one or more Executive or Senior Vice Presidents, and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person.

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     Section 4.2 Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or as provided by these Bylaws.

     Section 4.3 Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the CEO shall be the general manager of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the corporation. He shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of the chief executive officer of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws. If the CEO is disabled or absent for an extended period (as determined in the discretion of the independent directors), the Board may appoint a Director or Officer to perform the duties of the CEO on an interim basis or otherwise, and when so acting such individual shall have all the powers of, and be subject to all the restrictions upon, the CEO.

     Section 4.4 President and Chief Operating Officer. The President and COO, if any, shall have such powers and duties as may be prescribed by the CEO or these Bylaws.

     Section 4.5 Chief Financial Officer. The CFO shall keep and maintain or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The CFO shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse all funds of the corporation as may be ordered by the Board of Directors, shall render to the CEO and Directors, whenever they request it, an account of all of his transactions as CFO and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the CEO or these Bylaws.

     Section 4.6 Divisional or Functional Presidents, Executive Vice Presidents, or Senior Vice Presidents. The Divisional or Functional Presidents, Executive Vice Presidents or Senior Vice Presidents shall have such powers and perform such duties as from time to time may be prescribed for them respectively by the CEO or these Bylaws.

     Section 4.7 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors, committees of the Board, and stockholders. Such minutes shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed pursuant to these Bylaws or the General Delaware Corporation Law. The Secretary shall keep, or cause to be kept at the principal executive office or at the office of the corporation’s transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each.

     The Secretary shall give or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the

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seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the CEO or these Bylaws.

     Section 4.8 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

     Section 4.9 Removal. Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

     Section 4.10 Action With Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the CEO or any officer of the Corporation authorized by the CEO shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V
STOCK

     Section 5.1 Certificates of Stock. Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by the CEO and by the Secretary, an Assistant Secretary, or the Chief Financial Officer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be facsimile.

     Section 5.2 Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 5.4 of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

     Section 5.3 Record Date. The Board of Directors may fix a record date, which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action.

     Section 5.4 Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

     Section 5.5 Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

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ARTICLE VI
NOTICES

     Section 6.1 Notices. Notice of Special Meetings of the Board shall be provided in accordance with Section 2.5 above. Except for such notices of Special Meetings and except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given (i) by hand delivery to the recipient thereof, (ii) by depositing such notice in the mails, postage prepaid, (iii) by sending such notice by prepaid commercial courier service, (iv) by telecopy, or (v) by e-mail or other form of widely adopted electronic communication. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation.

Such notice shall be deemed to have been received by such stockholder, director, officer, employee or agent, or person accepting such notice on behalf of such person, upon actual receipt of the notice, or, if the time of actual receipt is in dispute, no later than (i) at the time delivered by hand, (ii) five days after the notice is deposited prepaid in the mails, (iii) one day after deposit (prepaid) with a domestic overnight courier service or two days after deposit (prepaid) with an overseas courier service, (iv) at the time sent by telecopy, provided the sender obtains electronic delivery confirmation, and (v) at the time sent by e-mail or other form of widely adopted electronic communication.

     Section 6.2 Waivers. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a person at a meeting shall constitute a waiver of notice for such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII
MISCELLANEOUS

     Section 7.1 Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

     Section 7.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Chief Financial Officer or by an Assistant Secretary or other officer designated by the Board of Directors.

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     Section 7.3 Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser.

     Section 7.4 Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.

     Section 7.5 Time Periods. In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 8.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, or appellate (“Proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director or officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including attorney’s fees, judgment, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Bylaw or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation; provided, however, that, if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by a director or officer of the Corporation in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or

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officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.

     Section 8.2 Right of Indemnitee to Bring Suit. If a claim under Section 8.1 is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth under the General Corporation Law of Delaware. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation law of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct or, in the case of a suit brought by the indemnitee, be a defense to such a suit. In a suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the corporation.

     Section 8.3 Indemnification of Employees and Agents. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification of and advancement of expenses to directors and officers of the corporation.

     Section 8.4 Non Exclusivity of Rights. The rights conferred on any person by Sections 8.1 and 8.2 shall not be exclusive of any other right which such persons may have or hereafter acquired under any statute, provisions of the Certificate of Incorporation, by law, agreement, vote of stockholders or disinterested directors or otherwise.

     Section 8.5 Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director or his affiliates, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to those provided for in this Article VIII.

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     Section 8.6 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under Delaware General Corporation Law.

     Section 8.7 Advance Payment of Expenses. Unless otherwise determined by (i) the Board of Directors, (ii) if more than half of the Directors are involved in a Proceeding by a majority vote of a committee of one or more distinguished Director(s) or (iii) if directed by the Board of Directors, by independent legal counsel in a written opinion, any indemnification extended to an officer or key employee pursuant to this Article VIII shall include payment by the Corporation or a subsidiary of the Corporation of expenses as the same are incurred in defending a Proceeding in advance of the final disposition of such Proceeding upon receipt of an undertaking by such officer or key employee seeking indemnification to repay such payment if such officer or key employee shall be adjudicated or determined not to be entitled to indemnification under this Article VIII.

     Section 8.8 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VIII by the stockholders or the directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.

     Section 8.9 Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE IX
AMENDMENTS

     These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a majority of the outstanding voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, or by vote of at least a majority of the number of directors of the Corporation then authorized, in the manner prescribed by the laws of the State of Delaware.

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Secretary’s Certificate of Fifth Amended and Restated

Bylaws of Life Technologies Corporation

     I hereby certify:

     That I am the duly elected Secretary of Life Technologies Corporation, a Delaware corporation;

     That the foregoing Bylaws comprising fourteen (14) pages, constitute the amended and restated Bylaws of said corporation as duly adopted by the Corporation on May 22, 1997 and as amended July 31, 1998, November 20, 1998, January 15, 1999, July 19, 2001 and as amended and restated on July 22, 2004, October 29, 2008, February 27, 2009, July 22, 2009 and April 29, 2010.

     IN WITNESS WHEREOF, I have hereunder subscribed my name this 29th day of April, 2010.

/s/ John A. Cottingham  

John A. Cottingham 

Secretary 

EX-10.1

Exhibit 10.1

LIFE TECHNOLOGIES CORPORATION

2010 INCENTIVE COMPENSATION PLAN

1.	Purpose. The purpose of this Plan is to provide certain employees of the Company and its subsidiaries with incentive compensation based upon the level of achievement of financial, business and other performance criteria. This Plan is intended to permit the payment of bonuses that may qualify as performance-based compensation under Section 162(m).
2.	Definitions.

(a)	“Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest.
(b)	“Board” means the Board of Directors of the Company.
(c)	“Bonus” means a cash payment (or other form of payment as determined by the Committee) made pursuant to this Plan with respect to a particular Performance Period, determined pursuant to Section 8 below.
(d)	“Bonus Formula” means as to any Performance Period, the formula established by the Committee pursuant to Section 6 in order to determine the Bonus amounts, if any, to be paid to Participants based upon the level of achievement of targeted goals for the selected Performance Measures. The formula may differ from Participant to Participant or business group to business group. The Bonus Formula shall be of such a nature that an objective third party having knowledge of all the relevant facts could determine whether targeted goals for the Performance Measures have been achieved.
(e)	“Change in Control” has the same meaning as change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation under Treasury Regulation section 1.409A-3(i)(5).
(f)	“Code” means the Internal Revenue Code of 1986, as amended.
(g)	“Committee” means the Compensation and Organizational Development Committee of the Board whose members shall qualify as “outside directors” within the meaning of Section 162(m).
(h)	“Company” means Life Technologies Corporation, a Delaware corporation.
(i)	“Disability” means, for purposes of this Plan, a condition of the Participant whereby he or she either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous

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period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a long term disability income plan, if any, covering employees of the Company. Any determination of Disability under this Agreement shall be made by the Company’s Benefits Administration Committee.

(j)	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(k)	“Fiscal Year” means the twelve-month period from January 1 through December 31.
(l)	“Participant” means a Section 16 Officer.
(m)	“Performance-Based Compensation” means compensation that qualifies as “performance-based compensation” within the meaning of Section 162(m).
(n)	“Performance Measure” means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate, region, or business segment, either individually, alternatively or in any combination, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, in each case as specified by the Committee: attainment of objective operating goals; attainment of research and development milestones; average invested capital; capital expenditures; cash conversion cycle; cash flow (including operating cash flow or free cash flow); change in assets; contract awards or backlog; controllable operating profit; cost of capital; credit rating; customer indicators; debt; debt reduction; earnings (which may be determined, and any derivative of earnings on this list hereafter, in accordance with U.S. Generally Accepted Accounting Principles, or successor accounting principle (“GAAP”), or adjusted to include or exclude any or all GAAP or non-GAAP items); earnings before taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from operations; earnings per share; earnings per share from continuing operations, diluted or basic; earnings per share, diluted or basic; economic value added; employee metrics; employee satisfaction; expense reduction levels; gross margin; growth in any of the foregoing measures; growth in stockholder value relative to the moving average of the S&P 500 Index or another index; improvement in workforce diversity; improvements in productivity; inventory turnover; market share; net asset turnover; net assets; net earnings; net operating profit; net or gross sales; new product invention or innovation; operating earnings; operating expenses; operating expenses as a percentage of revenue; operating margin; operating profit; overhead or other expense reduction; productivity; return on assets; return on capital; return on committed capital; return on equity or average stockholders’ equity; return on invested capital; return on investment;

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return on net assets; return on sales; return on total assets; revenue (on an absolute basis or adjusted for currency effects); stock price; strategic plan development and implementation; succession plan development and implementation; total earnings; total shareholder return; and working capital.

(o)	“Performance Period” means any Fiscal Year or such other period as determined by the Committee.
(p)	“Plan” means this Life Technologies Corporation 2010 Incentive Compensation Plan.
(q)	“Predetermination Date” means, for a Performance Period, (i) the earlier of 90 days after commencement of the Performance Period or the expiration of 25% of the Performance Period, provided that the achievement of targeted goals under the selected Performance Measures for the Performance Period is substantially uncertain at such time; or (ii) such other date on which a performance goal is considered to be pre-established pursuant to Section 162(m).
(r)	“Section 16 Officer” means an employee of the Company or its Affiliates who is considered an officer of the Company within the meaning of Section 16 of the Exchange Act.
(s)	“Section 162(m)” means Section 162(m) of the Code, as amended, and rules and regulations promulgated thereunder.

3.	Eligibility. The individuals eligible to participate in this Plan for a given Performance Period shall be Section 16 Officers.
4.	Administration.

(a)

The Committee shall be responsible for establishing requirements that qualify compensation as Performance-Based Compensation. Subject to the limitations on Committee discretion imposed under Section 162(m), the Committee shall have such powers as may be necessary to discharge its duties hereunder. In addition, the Committee shall be responsible for the general administration and interpretation of this Plan and for carrying out its provisions, including the authority to construe and interpret the terms of this Plan, determine the manner and time of payment of any Bonuses, prescribe forms and procedures for purposes of Plan participation and distribution of Bonuses and adopt rules, regulations and to take such actions as it deems necessary or desirable for the proper administration of this Plan. The Committee may delegate its administrative tasks to the Company employees or others as appropriate for proper administration of this Plan consistent with the limitations imposed under Section 162(m).

(b)

Any rule or decision by the Committee or its delegate(s) that is not inconsistent with the provisions of this Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

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5.

Term. This Plan shall be effective as of January 1, 2010. Notwithstanding the foregoing, this Plan shall terminate unless it is approved at the Company’s 2010 annual stockholders meeting. Once approved by the Company’s stockholders, this Plan shall continue until the earlier of (a) a termination under Section 9 of this Plan, (b) the date any stockholder approval requirement under Section 162(m) ceases to be met or (c) the date that is five years after the stockholder meeting in 2010.

6.

Bonuses. Prior to the Predetermination Date for a Performance Period, the Committee shall designate or approve in writing, the following:

(a)	Performance Period;
(b)	Positions or names of employees who will be Participants for the Performance Period;
(c)	Targeted goals for selected Performance Measures during the Performance Period; and
(d)	Applicable Bonus Formula for each Participant, which may be for an individual Participant or a group of Participants.

7. Determination of Amount of Bonus.

(a)

Calculation. After the end of each Performance Period, the Committee shall certify in writing (to the extent required under Section 162(m)) the extent to which the targeted goals for the Performance Measure(s) applicable to each Participant for the Performance Period were achieved or exceeded. The Bonus for each Participant shall be determined by applying the Bonus Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any contrary provision of this Plan, the Committee, in its sole discretion, may eliminate or reduce the Bonus payable to any Participant below that which otherwise would be payable under the Bonus Formula. The aggregate Bonus(es) payable to any Participant during any Fiscal Year shall not exceed U.S. $7 million.

To the extent permitted under Section 162(m), the Committee may appropriately adjust any evaluation of performance under a Performance Measure to exclude the effects of extraordinary, unusual, or non recurring items that occur during a Performance Period, including: (i) the effects of currency fluctuations, (ii) any or all items that are excluded from the calculation of non-GAAP earnings as reflected in any Company press release and Form 8-K filing relating to an earnings announcement, (iii) asset impairment, (iv) litigation or claim judgments or settlements, (v) the effect of changes in tax laws, accounting principles or other such laws or provisions affecting reported results, (vi) accruals for reorganization and restructuring programs, and (vii) any other extraordinary or non-operational items.

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(b) Right to Receive Payment. Each Bonus under this Plan shall be paid solely from general assets, including deferred stock units and/or treasury shares, of the Company and its Affiliates. This Plan is unfunded and unsecured; nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of a Bonus other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

8. Payment of Bonuses.

(a)

Timing of Distributions. The Company and its Affiliates shall distribute amounts payable to Participants as soon as is administratively practicable following the determination and written certification of the Committee for a Performance Period, but in no event later than two and one-half months after the end of the calendar year in which the Performance Period ends, except to the extent a Participant has made a timely election to defer the payment of all or any portion of such Bonus under a Company-approved deferred compensation plan or arrangement.

(b)

Distribution. The payment of a Bonus, if any (as determined by the Committee at the end of the Performance Period), subject to the terms of Section 9, with respect to a specific Performance Period requires that the employee be an active employee on the Company’s or its Affiliate’s payroll on the day that the Bonus is paid, subject to the following:

(i)	Change in Control. Upon a Change in Control, the method in which a Bonus is paid shall be determined by the Committee in its sole discretion.
(ii)	Disability. A Participant who terminates due to Disability may receive a prorated Bonus; the method in which a Bonus is prorated shall be determined by the Committee in its sole discretion.
(iii)	Death. The estate of a Participant who dies prior to the end of a Performance Period may receive a prorated Bonus; the method in which a Bonus is prorated shall be determined by the Committee in its sole discretion.
(iv)	Leave of Absence or Non-Pay Status. A Participant may receive a prorated Bonus while on an approved leave of absence or non-pay status, as the Committee determines in its discretion; provided, however, that such prorated Bonus shall be based on the achievement of the Performance Measures established for that Participant for the applicable Performance Period and prorated based on the whole months that a Participant was an active employee during the Performance Period.

(c) Change in Status. If a Participant who has a change in status during a Performance Period that results in being (i) ineligible to continue participating in this Plan, (ii) eligible for participation in this Plan after the beginning of a Performance Period or (iii) eligible in more than one variable pay plan, including

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this Plan, then such Participant may receive a prorated Bonus, if any, with respect to the applicable Performance Period; provided that the Committee will have the sole discretion to select the Participant who will receive a prorated Bonus pursuant to this Section 8(c). Notwithstanding the foregoing, the prorated Bonus that such Participant receives under this Section 8(c) shall be based on the achievement of Performance Measures established for that Participant for the applicable Performance Period and prorated based on the whole months that a Participant was a Section 16 Officer during the Performance Period.

(d) Earning of Bonuses. Although payment of a Bonus may be made according to the terms and schedule set forth above in Section 8, the Participant shall not be deemed to have earned the Bonus until the Participant has satisfied all of his or her obligations to the Company.

9. Amendment and Termination.

(a)

The Committee may amend, modify, suspend or terminate this Plan, in whole or in part, at any time, including the adoption of amendments deemed necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in this Plan or in any Bonus granted hereunder; provided, however, that no amendment, alteration, suspension or discontinuation shall be made which would (i) increase the amount of compensation payable pursuant to such Bonus, or (ii) cause compensation that is, or may become, payable hereunder to fail to qualify as Performance-Based Compensation. Notwithstanding the foregoing, the Company may amend, modify, suspend or terminate this Plan if any such action is required by law. To the extent required under applicable law, including Section 162(m), Plan amendments shall be subject to stockholder approval. At no time before the actual distribution of funds to Participants under this Plan shall any Participant accrue any vested interest or right whatsoever under this Plan except as otherwise stated in this Plan.

(b)

In the case of Participants employed outside the United States, the Company or its Affiliate may vary the provisions of this Plan as deemed appropriate to conform with, as required by, or made desirable by, local laws, practices and procedures.

10.

Withholding. Distributions pursuant to this Plan shall be subject to all applicable taxes and contributions required by law to be withheld in accordance with procedures established by the Company.

11.

No Additional Participant Rights. The selection of an individual for participation in this Plan shall not give such Participant any right to be retained in the employ of the Company or any of its Affiliates, and the right of the Company and any such Affiliate to dismiss such Participant or to terminate any arrangement pursuant to which any such Participant provides services to the Company, with or without cause, is specifically reserved. No person shall have claim to a Bonus under this Plan, except as otherwise provided for herein, or to continued participation under this Plan. There is no obligation for uniformity of treatment of Participants under this Plan. The benefits provided for

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	Participants under this Plan shall be in addition to and shall in no way preclude other forms of compensation to or in respect of such Participants. Unless contrary to applicable law or the terms of a written contract executed by an appropriate officer of the Company, it is expressly agreed and understood that the employment of a Participant is terminable at the will of either party, with or without notice.
12.	Successors. All obligations of the Company or its Affiliates under this Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.
13.	Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable by the Participant except by will or the laws of descent and distribution.
14.	Severability. If any portion of this Plan is deemed to be in conflict with local law, that portion of the Plan, and that portion only, will be deemed void under local law. All other provisions of the Plan will remain in effect. Furthermore, if any provision of this Plan would cause Bonuses not to constitute Performance-Based Compensation, that provision shall be severed from, and shall be deemed not to be a part of the Plan, but the other provisions hereof shall remain in full force and effect.
15.	Governing Law. This Plan shall be governed by the laws of the State of Delaware.

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EX-10.2

Exhibit 10.2

Life Technologies Corporation
Deferred Compensation Plan

(as Amended and Restated Effective April 28, 2010)

TABLE OF CONTENTS

		Page
ARTICLE 1	Definitions		3
ARTICLE 2	Eligibility		8
ARTICLE 3	Eligibility, Enrollment, and Deferral Elections Under Core Deferred Compensation and Directors Components of the Plan		9
ARTICLE 4	In-Service Distributions and Unforeseeable Financial Emergencies		18
ARTICLE 5	Termination Benefit, Death, Disability Benefit, Change in Control Benefit		20
ARTICLE 6	Pre-Retirement Survivor Benefits Under Applera Plan		22
ARTICLE 7	Beneficiary Designation		23
ARTICLE 8	Leave Of Absence		24
ARTICLE 9	Termination, Amendment or Modification		24
ARTICLE 10	Administration		25
ARTICLE 11	Other Benefits and Agreements		26
ARTICLE 12	Claims Procedures		26
ARTICLE 13	Trust		27
ARTICLE 14	Miscellaneous		28

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LIFE TECHNOLOGIES CORPORATION
DEFERRED COMPENSATION PLAN
(as Amended and Restated Effective April 28, 2010)

Background and Purpose

          The Applera Corporation Deferred Compensation Plan (the “Applera Plan”) was originally adopted to provide specified benefits to a select group of management and/or highly-compensated employees of Applera Corporation (“Applera”), a Delaware corporation, and its subsidiaries. The Applera Plan was later used to provide benefits to eligible management and/or highly-compensated employees of Applied Biosystems, Inc. (“ABI”), Applera’s successor.

          Applera, and later ABI, also sponsored the Excess Benefit Plan of Applera Corporation (the “Excess Plan”). The Excess Plan was designed to provide additional retirement benefits to those employees whose retirement benefits under the Employee Pension Plan of Applied Biosystems, Inc., and/or the Employee 401(k) Savings Plan of Applied Biosystems, Inc., were limited due to the application of Sections 415 and 401(a)(17) of the Internal Revenue Code.

          ABI merged with Invitrogen Corporation effective November 21, 2008. As of the date of the merger, Invitrogen Corporation sponsored a nonqualified deferred compensation plan (the “Invitrogen Plan”) benefiting a select group of management and/or highly-compensated employees and non-employee directors of Invitrogen Corporation.

          Following ABI’s merger with Invitrogen Corporation, the name of the combined company was changed to “Life Technologies Corporation.” Life Technologies Corporation amended and restated the Invitrogen Plan, the Applera Plan, and the defined contribution component of the Excess Plan, combining them into a single non-qualified deferred compensation plan. The combined plan, as so amended and restated, is called the Life Technologies Corporation Deferred Compensation Plan (the “Plan”). The Plan is effective April 28, 2010.

          The combined Plan has four major components: (1) a “Core Deferred Compensation” component under which a select group of management and/or highly-compensated employees of Life Technologies Corporation may elect to defer, on a pre-tax basis, all or a portion of their annual salary, commission, and/or cash bonus; (2) a “Non-employee Director” component under which non-employee directors of Life Technologies Corporation may elect to defer, on a pre-tax basis, a portion of their directors’ cash retainer; (3) an “Excess Benefit” component which provides additional benefits to eligible Life Technologies Corporation employees whose benefits are limited due to the application of various limits imposed under the Internal Revenue Code; and (4) a “Supplemental Contribution” component under which eligible employees of Life Technologies Corporation can receive a discretionary contribution and/or matching contribution.

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          The Plan is intended to reward such persons for their material contributions to the continued growth, development, and future business success of Life Technologies Corporation, and to provide them with incentives to put forth maximum effort for the long-term success of Life Technologies Corporation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

          It is intended that all amounts deferred and vested by employees of Applera and/or ABI under either the Applera Plan or the Excess Plan prior to January 1, 2005, and any amounts credited as earnings thereon, shall be considered grandfathered from the application of Code Section 409A. Nothing in this Plan is intended to affect such amounts, which shall be governed by the terms of those plans as in effect on October 3, 2004.

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ARTICLE 1
Definitions

     For purposes of the Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

          1.1 “Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Code Section 414(b), or that is under common control within the meaning of Code Section 414(c), provided that for purposes of determining when a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” in each place that phrase appears in the Treasury Regulations issued thereunder.

          1.2 “Annual Bonus” shall mean any cash compensation payable under the Company’s Incentive Compensation Plan (or successor plan(s)), sales incentive compensation plan, or any other plan designated by the Committee (other than Base Annual Salary), before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to each qualified plan of the Employer or under Code Section 125 or 132(f) pursuant to plans established by the Employer, provided that such amounts constitute “performance-based compensation” within the meaning of Code Section 409A and any Treasury Regulations or other guidance issued thereunder.

          1.3 “Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary and Annual Bonus that is deferred in accordance with Article 3. In the event of the Participant’s death or Separation from Service prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

          1.4 “Annual Installment Payments” shall mean yearly payments of a Participant’s Deferral Account, calculated as follows: The first Annual Installment Payment shall be determined by calculating the value of the Deferral Account as of the close of business on the applicable date. The value of the Deferral Account on that date shall be multiplied by a fraction, the numerator of which is one, and the denominator of which is the number of Annual Installment Payments selected by the Participant. Each subsequent Annual Installment Payment shall be determined by calculating the value of the Deferral Account as of the anniversary of such date, and multiplying this amount by a fraction, the numerator of which is one, and the denominator of which is the number of Annual Installment Payments selected by the Participant, minus the number of any Annual Installment Payments previously paid. By way of example, if the Participant elects Annual Installment Payments to be made over a ten year period, the first installment shall be 1/10 of the value of the Deferral Account on the applicable date. The following year, the Annual Installment Payment shall be 1/9 of the value of the Deferral Account as of the anniversary of the applicable date, and so on.

          1.5 “Applera Plan” shall mean the Applera Corporation Deferred Compensation Plan, as in effect prior to the Effective Date of the Plan.

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          1.6 “Base Annual Salary” for Participants in the Core Deferred Compensation and Excess Benefit components of the Plan shall mean amounts reportable on the Participant’s Form W-2 for a Plan Year as compensation for services to the Employer, but excluding reimbursements or other expense allowances, the value of fringe benefits (both cash and non-cash), moving expenses, all long-term incentive awards reportable as income, any Annual Bonus that may be awarded to a Participant, and welfare benefits under plans established by the Employer (except for amounts not currently includible in the Participant’s income pursuant to Code Sections 125, 132(f), or 402(e)(3)); provided, that in no event will any amount paid to a Participant under the Employer’s long-term disability program be eligible for deferral under the Plan.

          1.7 “Beneficiary” shall mean one or more individuals, trusts, estates, or other entities, designated in accordance with Article 7, that are entitled to receive benefits under the Plan upon the death of a Participant.

          1.8 “Board” shall mean the Board of Directors of the Company.

          1.9 “Change in Control” shall, effective as of the Effective Date, mean: (i) a change in the ownership of the Company; (ii) a change in the effective control of the Company: or (iii) a change in the ownership of a substantial portion of the assets of the Company, as such events are described within the default meaning of a “change of control” contained in the Treasury Regulations issued pursuant to Code Section 409A.

          1.10 “Claimant” shall mean any Participant or Beneficiary of a deceased Participant who submits a claim described in Section 12.1.

          1.11 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

          1.12 “Committee” shall mean the committee described in Article 10.

          1.13 “Company” shall mean Life Technologies Corporation, a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

          1.14 “Company Stock” shall mean whichever of the following is applicable: (i) so long as the Company has only one class of common stock, that class of stock; or (ii) in the event that the Company at any time has more than one class of stock, the class (or classes) of the Company’s stock that constitutes “employer securities” as that term is defined in Code Section 409(l).

          1.15 “Company Stock Fund” shall mean an unsegregated fund maintained under the Plan, which is to be invested in Company Stock.

          1.16 “Core Deferred Compensation Component” shall mean that portion of the Plan the purpose of which is to permit eligible management and/or highly-compensated Employees to defer a portion of their Base Annual Salary and/or Annual Bonus.

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          1.17 “Deferral Account” shall mean an account to which shall be credited (i) the sum of all of a Participant’s Annual Deferral Amounts (including deferrals made prior to the Effective Date), plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Deferral Account (including amounts credited prior to the Effective Date), plus (iii) the sum of all of Company contributions under the Excess Benefit Component and Supplemental Contribution Component less (iii) all distributions made to the Participant and his / her Beneficiary pursuant to the Plan that relate to the Participant’s Deferral Account, and less (iv) amounts debited in accordance with all the applicable debiting provisions of the Plan that relate to the Participant’s Deferral Account. The Deferral Account shall be a notional bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his / her designated Beneficiary, pursuant to the Plan.

          1.18 “Director” shall mean a non-employee member of the Board.

          1.19 “Director’s Fees” shall mean any cash retainer fee or other cash fee paid by the Company to a Director during the Plan Year as consideration for the Director’s service to the Company.

          1.20 “Disability” or “Disabled” shall have the meaning of such term as set forth in the Life Technologies Corporation Long-Term Disability Plan covering employees on the U.S. payroll, or any successor plan or policy providing long-term disability benefits to employees on the U.S. payroll, provided such meaning shall at all times be consistent with the definition of “disability” under Code Section 409A and the Treasury Regulations issued thereunder.

          1.21 “Effective Date” shall mean April 28, 2010, the date on which the Plan was adopted and approved by the Compensation and Organizational Development Committee (the “C&OD Committee”) of the Board.

          1.22 “Employee” shall mean a person who is an employee of the Employer and paid under the U.S. payroll.

          1.23 “Employer” shall mean the Company and/or any of its Affiliates (in existence as of the Effective Date or thereafter formed or acquired).

          1.24 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

          1.25 “Excess Benefit Component” shall mean the portion of the Plan the purpose of which is to provide additional retirement and/or savings benefits to eligible Employees whose retirement and/or savings benefits are limited due to the application of the Code.

          1.26 “Excess Plan” shall mean the Excess Benefit Plan of Applera Corporation, as in effect prior to the Effective Date of the Plan.

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          1.27 “Exchange Act” shall mean the Securities Exchange Act of 1934, as interpreted by regulations and rules issued pursuant thereto, all as amended and in effect from time to time.

          1.28 “Fair Market Value” shall mean, with respect to a share of Company Stock on any particular date, the closing sales price of such share of Company Stock on the NASDAQ Stock Market as of 4:00 p.m. EST on the date in question (or the immediately preceding trading day, if the date in question is not a trading day).

          1.29 “Grandfathered Benefits” shall mean those amounts deferred and vested under either the Applera Plan or the Excess Plan prior to January 1, 2005, and any amounts credited as earnings thereon.

          1.30 “Grant Agreement” shall mean the agreement setting forth the terms and conditions of any grant of Stock Units under the Plan, the form of which shall be determined and approved by the Compensation & Organizational Development Committee of the Board.

          1.31 “Identification Date” for the purpose of determining Specified Employees shall mean December 31.

          1.32 “In-Service Distribution” shall mean the payout set forth in Section 4.1.

          1.33 “Invitrogen Plan” shall mean the Invitrogen Corporation Deferred Compensation Plan, as in effect prior to the Effective Date of this Plan.

          1.34 “Measurement Fund(s)” shall mean those investment alternatives, other than the Company Stock Fund, selected by the Benefits Finance Committee and among which a Participant may direct the deemed investment of his / her Deferral Account for the purpose of crediting additional amounts to such Deferral Account, as described in Section 3.6. The Benefits Finance Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund on a prospective basis at any time and in any manner it deems appropriate.

          1.35 “Participant” shall mean any Employee or Director who is eligible or selected to participate in any portion of the Plan.

          1.36 “Plan” shall mean, effective as of the Effective Date, the Life Technologies Corporation Deferred Compensation Plan, which shall be evidenced by this instrument, as it may be amended from time to time.

          1.37 “Plan Year” shall mean the period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year. Plan Year for purposes of the Directors Component shall mean the period of time beginning on the Company’s annual shareholder meeting and ending one year later.

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          1.38 “Pre-Retirement Survivor Benefit” shall mean the benefit described in Article 6.

          1.39 “Savings Plan” shall mean the Life Technologies Corporation 401(k) Savings and Investment Plan.

          1.40 “Separation from Service” shall mean, with respect to any Participant who is an Employee, the severing of employment or service with the Employer, voluntarily or involuntarily, for any reason (other than death or Disability) within the default definition of a “separation from service” contained in Code Section 409A and the Treasury Regulations issued thereunder.

     “Separation from Service” with respect to a Participant who is a Director shall mean the Participant’s cessation of service as a member of the Board, for any reason, provided that the cessation of service is a good-faith and complete termination of the Participant’s relationship with the Employer, within the meaning of Code Section 409A and the Treasury Regulations issued thereunder. If, at the time a Participant’s service as Director ends, the Participant begins providing services to the Employer as an Employee, the Participant shall not experience a Separation from Service under the terms of the Plan until the Participant experiences a Separation from Service with the Employer as an Employee within the default meaning of a “separation from service” contained in Code Section 409A and the Treasury Regulations issued thereunder.

          1.41 “Separation from Service for Cause” shall mean any termination of employment by the Company due to misconduct or unsatisfactory performance for any of the following reasons: (i) commission of a crime against the Company, its affiliates, customers or employees, whether prosecuted or not; (ii) commission of any other crime or violation of law, statute or regulation that creates an inability to perform job duties; (iii) failure or inability to perform job duties due to intoxication by drugs or alcohol during working hours; (iv) conflict of interest, not specifically waived in advance by the Company; (v) unauthorized release of confidential information that belongs to the Company, its affiliates, customers or employees; (vi) habitual neglect of duties; (vii) unsatisfactory performance of job duties or insubordination (including but not limited to refusal to comply with established policies or procedures or failure to follow instructions of a supervisor); (viii) other misconduct including, but not limited to: falsification of the Company’s records, including timekeeping records and the employee’s application for employment; nonadherence to the Company’s policies, unlawful discrimination or harassment of another employee, customer or supplier; theft; unauthorized use or possession of property belonging to the Company, a co-worker or customer; possession of firearms, controlled substances, or illegal drugs on the Company’s premises or while performing the Company’s business; and any other conduct interfering with work performance or constituting an unsafe, unethical, or unlawful practice.

          1.42 “Specified Employee” shall mean a Participant who satisfies the requirements of a “key employee” under Code Section 416(i)(1)(A)(i), (ii) or (iii),

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determined without regard to Code Section 416(i)(5), at any time during the twelve (12) month period ending on the Identification Date. However, no more than 50 Participants who are “officers” of the Employer, determined as provided in Treasury Regulation Section 1.416-1, may be treated as “key employees.” If the Participant is a key employee as of any Identification Date, such Participant will be treated as a Specified Employee for the entire 12-month period beginning on the first day of the fourth month next following the Identification Date.

          1.43 “Stock Units” means the hypothetical or notional shares of Company Stock that are credited to the Participant’s Deferral Account pursuant to Section 3.7.

          1.44 “Supplemental Contribution Component” shall mean the portion of the Plan the purpose of which is to provide additional company contributions in the form of a discretionary contribution and/or matching contribution.

          1.45 “Termination Benefit” shall mean the benefit set forth in Article 5.

          1.46 “Trust” shall mean a grantor trust established or to be established by the Company for the purpose of accumulating funds to satisfy the obligations incurred under the Plan.

          1.47 “Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, his / her spouse, his / her designated Beneficiary, or his / her dependents (as defined in Code Section 152(a), without regard to Code Sections 152(b)(i), 152(b)(2) and 152(d)(i)(B)) or (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. Notwithstanding the foregoing, an “Unforeseeable Financial Emergency” with respect to Grandfathered Benefits shall mean the definition applicable such events prior to January 1, 2005.

          1.48 “Years of Service” shall mean each one year period for which the Participant receives vesting service credit under the terms of the Plan, using the elapsed time method for such purposes.

ARTICLE 2
Eligibility

          2.1 Eligibility. The eligibility and enrollment requirements for each of the deferred compensation components of the Plan are described in Article 3.

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ARTICLE 3
Eligibility, Enrollment, and Deferral Elections Under
Core Deferred Compensation and Directors Components of the Plan

          3.1 Eligibility/Enrollment Requirements. Effective January 1, 2011, each Employee who is paid on the U.S. payroll and employed in Band 9 or higher shall be eligible to participate in the Core Deferred Compensation Component of the Plan. Notwithstanding the foregoing, any Employee who was a participant in either the Applera Plan or the Invitrogen Plan on the day immediately prior to the Effective Date shall be eligible to participate in the Core Deferred Compensation Component of the Plan effective as of the Effective Date through December 31, 2010, based on Deferral Elections made by the Employee pursuant to the Applera Plan or the Invitrogen Plan, as applicable. On or after the Effective Date, each Director shall be eligible to participate in the Director’s Component of the Plan. Notwithstanding the foregoing, effective as of the Effective Date, each Employee who is paid on the U.S. payroll and employed in Band 9 or higher shall be eligible to defer Annual Bonus, if any, subject to the requirements imposed by Section 3.3(b).

          3.2 Deferral Elections Under Core Deferred Compensation and Directors Components. Effective as of the Effective Date, a Participant in the Core Deferred Compensation component of the Plan may elect to defer (such election, a “Deferral Election”), as his / her Annual Deferral Amount, up to 75% of his / her Base Annual Salary and up to 100% percent of his / her Annual Bonus, each after reduction for any amounts withheld to pay employment taxes or other permitted payroll deductions. A Participant’s Deferral Election with respect to his / her Annual Bonus will be effective, however, only if the Participant is an active Employee of the Employer (or on an approved leave of absence) on the date the Participant’s Annual Bonus would have been distributed. Effective as of the Effective Date, a Participant in the Directors Component of the Plan may make a Deferral Election to defer up to 100% of their Director’s Fees. A Participant’s Deferral Elections shall be made in increments of one percent (1%).

          3.3 Deferral Election Requirements.

               (a) Deferrals of Base Annual Salary or Director’s Fees. Effective as of the Effective Date, a Participant’s Deferral Election with respect to Base Annual Salary or Director’s Fees shall be made in accordance with Code Section 409A, as follows:

                    (i) In general, a Participant’s Deferral Election with respect to Base Annual Salary or Director’s Fees will be effective only if made prior to the Plan Year in which such Base Annual Salary or Director’s Fees will be earned.

                    (ii) Notwithstanding the foregoing, if a Participant first becomes eligible to participate in the Core Deferred Compensation Component of the Plan after the beginning of the Plan Year, the Participant’s initial Deferral Election with respect to Base Annual Salary will be effective only if made not later than 30 days after the date on which the Participant first becomes eligible to participate in the Core Deferred

9

Compensation Component of the Plan. If a Participant first becomes eligible to participate in the Director’s Component of the Plan after the beginning of the Plan year, the Participant’s initial Deferral Election with respect to Director’s Fees will be effective only if made not later than 30 days after the date on which the Participant first becomes eligible to participate in the Directors Component of the Plan, which shall be the date the Participant becomes a new Director. The Participant’s Deferral Elections under this Section 3.3(a)(ii) shall be effective only with respect to Base Annual Salary or Director’s Fees earned after the date of the Participant’s initial Deferral Elections with respect to such amounts.

                    (iii) A Participant’s Deferral Election with respect to his / her Base Annual Salary or Director’s Fees must be made for each Plan Year as described in this Section 3.3(a). If a Participant does not make a Deferral Election as described herein, he or she shall be deemed to have elected not to defer Base Annual Salary or Director’s Fees for such Plan Year.

               (b) Deferral of Annual Bonus. Effective as of the Effective Date, a Participant’s Deferral Election with respect to Annual Bonus shall be made in accordance with Code Section 409A, as follows:

                    (i) In general, a Participant’s Deferral Election with respect to an Annual Bonus will be effective only if made prior to the Plan Year in which the performance period for such Annual Bonus commences.

                    (ii) Notwithstanding the foregoing, provided that any Annual Bonus paid to a Participant (A) is considered “performance-based compensation” under Code Section 409A, (B) is based on services performed by the Participant over a period of at least 12 months, and (C) is not readily ascertainable at the time the Participant’s Deferral Election is made, then, subject to the requirements of Section 3.3(a)(ii), the Participant’s Deferral Election with respect to the Annual Bonus will be effective only if made at least six months prior to the end of the performance period applicable to such Annual Bonus, as the Committee may determine and permit.

                    (iii) A Participant’s Deferral Election with respect to their Annual Bonus must be made for each Plan Year as described in this Section 3.3(a). If a Participant does not make an election as described above, he or she shall be deemed to have elected not to defer his or her Annual Bonus for such Plan Year.

               (c) Time and Form of Benefit Payments. Participants may elect to receive each year’s Base Annual Salary, Annual Bonus, or Director’s Fee that was deferred in accordance with Section 3.3(a) and (b) either (i) in a lump sum as an In-Service Distribution (except for deferrals that were invested in the Company Stock Fund) or (ii) pursuant to the form and timing of distribution provisions contained in Article 5.

               (d) Additional Elections. The Participant shall also make such other elections as the Committee deems necessary or desirable under the Plan. All elections shall be made in such form and manner as the Committee shall direct or permit.

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          3.4 Withholding of Annual Deferral Amounts.

               (a) Generally. For each Plan Year in which a Deferral Election is in effect, the Employer shall withhold from the Participant’s Base Annual Salary, Director’s Fees and/or Annual Bonus, as the case may be, such amount, if any, elected by the Participant as his / her Annual Deferral Amount. Base Annual Salary shall be withheld from each regularly scheduled Base Annual Salary payroll, as adjusted from time to time for increases and decreases in the Participant’s Base Annual Salary, commencing with the later of (i) the first full pay period beginning after the beginning of the Plan Year, or (ii) the first full pay period after the Participant’s Deferral Election becomes effective. The Annual Bonus and/or Director’s Fees portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus and/or Director’s Fees would otherwise be paid to the Participant.

               (b) Commencement of Participation. An Employee shall participate in the Plan commencing with the first full pay period or payment date commencing after he or she has satisfied the enrollment requirements, and his / her Deferral Election has become effective as provided in Section 3.3.

               (c) Termination of Participation and/or Deferrals. A Participant’s Deferral Elections under the Plan shall terminate as of the date of (i) his / her Separation from Service as an Employee, (ii) his / her Separation from Service as a Director, or (iii) the date the Participant no longer meets the eligibility requirements of the Plan. In addition, a Participant’s Deferral Elections under the Plan will be terminated for the remainder of any Plan Year in which occurs an Unforeseeable Financial Emergency with respect to such Participant.

          3.5 Vesting. A Participant shall at all times be 100% vested in any deferrals of Base Annual Salary, Director’s Fees, and/or Annual Bonus, and any earnings thereon, held in his or her Deferral Account.

          3.6 Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee in its sole discretion, amounts shall be credited or debited to a Participant’s Deferral Account in accordance with the following rules:

               (a) Investment of Deferrals of Annual Deferral Amount or Director’s Fees. A Participant, in connection with any Deferral Election made in accordance with Section 3.2 above, shall elect, in such form and manner as the Committee may direct or permit, the percentage of Annual Deferral Amount that will be deemed invested in each available Measurement Fund or, in the case of his / her Annual Bonus if so elected, in the Company Stock Fund. Such initial investment election shall be made as of the date the Participant commences or recommences participation in the Plan and shall continue to apply to the Participant’s Annual Deferral Amount, unless changed in accordance with the next sentence. The Participant may make changes to his / her investment elections at such times and in such manner as the Committee may permit, and such elections shall apply to the Participant’s Annual Deferral Amount from and

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after the effective date of such election. Any investment election timely and properly made pursuant to this Section 3.6(a) with respect to the Participant’s Annual Deferral Amount shall remain in effect until changed by the Participant. The Committee shall have complete discretion to adopt and revise procedures to be followed in making investment elections. Notwithstanding the foregoing, pursuant to the restrictions imposed by Section 3.7(c), amounts invested in the Company Stock Fund may not be reallocated to other Measurement Funds.

               (b) Investment of Existing Account Balances. A Participant shall elect, in such form and manner as the Committee may direct or permit, the percentage of the Participant’s Deferral Account that will be deemed invested in each Measurement Fund. The Participant may make changes to such investment elections at such times and in such manner as the Committee may permit, and such investment elections shall apply to the Participant’s Deferral Account from after the effective date of such change of election. Notwithstanding the foregoing, pursuant to the restrictions imposed by Section 3.7(c), amounts invested in the Company Stock Fund may not be reallocated to other Measurement Funds. Any investment election timely and properly made pursuant to this Section 3.6(b) with respect to the Participant’s Deferral Account shall remain in effect until changed by the Participant. The Committee shall have complete discretion to adopt and revise procedures to be followed in making investment elections.

               (c) Proportionate Allocation. In making any election described in Section 3.6(a) and (b) above, the Participant shall specify any whole percentage of his or her Annual Deferral Amount and/or Deferral Account to be allocated to each available Measurement Fund or to the Company Stock Fund. Such amounts shall be allocated to each selected Measurement Fund or to the Company Stock Fund as though the Participant was making an investment in such Measurement Funds or in the Company Stock Fund. Such election shall be made in such form and manner as the Committee shall direct or permit. Notwithstanding the foregoing, pursuant to the restrictions imposed by Section 3.7(c), amounts invested in the Company Stock Fund may not be reallocated to other Measurement Funds.

               (d) Crediting or Debiting Method. The performance of each Measurement Fund (whether positive or negative) will be determined by the Committee, in its reasonable discretion, based on the actual performance of the Measurement Funds themselves. A Participant’s Deferral Account shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant as though: (i) the Participant’s Deferral Account was invested in the Measurement Fund(s) selected by the Participant, in the percentages specified by the Participant, as of the close of business on such date and at the closing price on such date; (ii) the Participant’s Annual Deferral Amount was invested in the Measurement Fund(s) selected by the Participant, in the percentages specified by the Participant as of the close of business on the business day on which such amounts are actually credited from the Participant’s Base Annual Salary, Annual Bonus or Director’s Fees, as the case may be, and at the closing price on such date; and (iii) any distribution made to the Participant which decreased the amounts held in his or her Deferral Account ceased being invested in the Measurement

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Fund(s), in the applicable percentages, as of the business day prior to the distribution, and at the closing price on such date.

               (e) No Actual Investment. Notwithstanding any other provision of the Plan to the contrary, the Measurement Fund(s) are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund(s), the allocation of his / her Annual Deferral Amount and/or Deferral Account thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Deferral Account shall not be considered or construed in any manner as an actual investment of, or as a requirement or direction to actually invest, the Participant’s Annual Deferral Amount or Deferral Account in any such Measurement Fund(s). In the event that the Company or the trustee of the Trust, each in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such asset investments themselves. Without limiting the foregoing, a Participant’s Deferral Account shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company. If a Participant fails to elect a Measurement Fund in which to invest his / her Annual Deferral Amount and/or Deferral Account, the default investment fund selected by the Committee shall be deemed to be the Measurement Fund selected by the Participant, subject to the Participant’s right to change such Measurement Fund as provided under the Plan. Notwithstanding the preceding sentence, any Make-Up Match shall automatically be deemed to be invested in the default investment fund selected by the Committee. A participant may thereafter reallocate any Make-Up Match deemed invested in such default investment fund in accordance with Section 3.6(b).

          3.7 Company Stock Fund.

               (a) Investment in Company Stock Fund. In addition to selecting one or more Measurement Funds in which his / her Annual Bonus may be invested pursuant to Section 3.6, a Participant may also elect to invest all or any portion of his / her Annual Bonus or Director’s Fees in the Company Stock Fund. The Participant’s election to invest all or a portion of his / her Annual Bonus or Director’s Fees in Stock Units shall be made at the same time, and in such form and manner, as an election to allocate a portion of the Participant’s Annual Bonus or Director’s Fees among one or more Measurement Funds. In addition, the Supplemental Company Match contributed by the Company relative to Annual Bonus deferrals on the Participant’s behalf will, as provided in Section 3.10, be invested in Stock Units held in the Company Stock Fund. Pursuant to the restrictions imposed by Section 3.7(c), amounts invested in the Company Stock Fund may not be reallocated to other Measurement Funds.

     Investment in the Company Stock Fund, as described in this Section 3.7, is intended to comply with all applicable conditions of Rule 16b-3 of the Exchange Act. The Committee shall administer the Plan so that investments in the Company Stock Fund under this Section 3.7 shall be exempt from or comply with Section 16 of the Exchange Act, and shall have the right to restrict or rescind any investment, or impose other rules

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and requirements, to the extent it deems necessary or desirable for such exemption or compliance to be met.

               (b) Amounts Invested. Any portion of a Participant’s Annual Bonus or Supplemental Company Match that is invested in Company Stock, shall be invested in Stock Units (whether whole or partial). The number of Stock Units shall be determined based on then Fair Market Value of the Company Stock on the date of grant. The Fair Market Value of any partial shares of Company Stock attributable to the investment of any or all of the Participant’s Annual Bonus or Supplemental Company Match in the Company Stock Fund shall be allocated to the Participant’s Deferral Account.

               (c) No Re-Allocation of Investments. Unlike amounts deemed invested in the Measurement Funds pursuant to Section 3.6, amounts a Participant has elected to invest in shares of Company Stock may not later be reallocated to other Measurement Funds. In accordance with Section 3.7(a), the Committee may restrict additional investments, rescind investments, or impose other rules or procedures, to the extent deemed desirable by the Committee in order to comply with the Exchange Act, including, without limitation, application of the review and approval provisions of this Section 3.7(c) to Participants who are not subject to Section 16 of the Exchange Act.

               (d) Company Stock Splits and Other Capital Reorganization. Any Company Stock received by the Company Stock Fund as a result of a stock split or a reorganization or other recapitalization of the Company shall be allocated, on a pro rata basis, as soon as practicable after its receipt to the accounts of those Participants having investments in Stock Units.

               (e) Distribution. All distributions under the Plan shall be made in cash with the exception of Stock Units which shall be made in shares of Company Stock.

          3.8 Benefits Under the Excess Benefit Component of the Plan.

               (a) Eligibility and Enrollment. Any Employee on the U.S. payroll whose contributions, whether elective deferrals or Company contributions, to the Savings Plan are limited due to the application of the Code, shall automatically participate in the Excess Benefit Component of the Plan.

               (b) Amount of Benefits. Participants in the Excess Benefit Component of the Plan shall receive an amount (the “Make-Up Match”) equal to the sum of the following amounts:

                    (i) Prior to the Effective Date, amounts accrued under the Excess Plan equal to the Employer Matching Contributions which would have been allocated on the Participant’s behalf under Article III of the Employee (401(k) Savings Plan of Applera Corporation (the “Applera Savings Plan”) and/or Article III of the Savings Plan, if the limitations under Code Sections 415 and 401(a)(17) were not

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applicable, adjusted to take into account investment income and gain or loss on such amounts as provided under the terms of the Excess Plan.

                    (ii) On or after the Effective Date, an amount equal to the Employer Matching Contributions which would have been allocated on the Participant’s behalf under Article III of the Savings Plan if the limitations under Code Sections 415 and 401(a)(17) were not applicable.

                    (iii) In order to receive the amount described in Section 3.8(b)(ii), above, a Participant must make pre-tax contributions under the Savings Plan equal to the Code Section 402(g) limitation in effect for the Plan Year. In addition, the Participant must be actively employed by the Employer (or on an approved leave of absence) on the last day of the Plan Year with respect to which the Make-Up Match is made. Effective as of the Effective Date, the amount of the Make-Up Match shall be equal to the lesser of: (1) four and one-half percent (4.5%) of the Participant’s gross compensation before pre-tax reductions as determined under the Savings Plan, or (2) the Code Section 402(g) limitation in effect for the plan Year offset by any Employer Matching Contributions made on the Participant’s behalf pursuant to the terms of the Savings Plan. Effective as of the Effective Date, any Make-Up Match allocated to a Participant shall be invested in the Measurement Fund(s) selected by the Benefits Finance Committee.

               (c) Time and Form of Benefit Payments.

                    (i) Any Make-up Match attributable to amounts accruing or contributed to the Savings Plan prior to the Effective Date, as described in Section 3.8(b)(i), shall be payable to the Participant or his / her Beneficiary in a single lump sum on the date that is six (6) months after the Participant’s Separation from Service (or within 30 days following that date if it is not reasonably practicable to distribute it by then).

                    (ii) The Make-Up Match described in Section 3.8(b)(ii) shall be payable to the Participant or his / her Beneficiary in the form of a lump sum.

               (d) Vesting. A Participant shall not have a right to receive a Make-up Match under this Plan unless:

                    (i) For purposes of the portion of the Make-up Match for the Plan Year determined as provided in Section 3.8(b)(i), the Participant has completed Years of Service under the Applera Savings Plan in accordance with the following schedule;

Years of Vesting Service	Vesting Percentage
Less than 1		0	%
More than 1 but less than 2		50	%
More than 2		100	%

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                    (ii) For purposes of the portion of the Make-Up Match for the Plan Year determined as provided in Section 3.8(b)(ii) ), the Participant has completed Years of Service under the Savings Plan in accordance with the following schedule:

Years of Vesting Service	Vested Percentage
Less than 1		0	%
More than 1, but less than 2		50	%
More than 2		100	%

               (e) Forfeiture. A forfeiture will occur if a Participant Separates from Service with the Employer when the Participant is less than one hundred percent (100%) vested in his / her Make-Up Match as described above. The unvested interest in a Participant’s Make-up Match shall be forfeited as of the date on which the Participant experiences a Separation from Service. Notwithstanding the number of Years of Service, the Make-Up Match provided for in this Section 3.8 will also be forfeited upon a Separation from Service for Cause.

                    Any portion of the Make-up Match that is forfeited as provided in this Section 3.8(e) may be used by the Company to pay Plan expenses or to fund any Make-Up Match for other Participants. To the extent permissible under Code Section 409A, and notwithstanding any provision which may be included in a Participant’s Grant Agreement to the contrary, any Supplemental Company Match shall be forfeited (or will have to be repaid) following a Separation from Service due to a finding by the Committee that the Participant engaged in any of the “Prohibited Activities” outlined in the Company’s most recent form of equity grant agreement.

               (f) Special Vesting Rule. On or after the Effective Date, notwithstanding the number of Years of Service credited to a Participant, a Participant shall be 100% vested in any Make-Up Match held in his or her Deferral Account following a Change in Control, the Participant’s death, Disability, or involuntary Separation from Service without Cause (as the term “Cause” is defined in Section 1.41).

          3.9 Benefits under the Supplemental Contribution Component of the Plan. Under the Supplemental Contribution Component of the Plan, Participants can receive a supplemental Company matching contribution and/or a discretionary Stock Unit grant, as described in Sections 3.10 and 3.11, respectively.

          3.10 Benefits Under the Supplemental Company Match.

               (a) Eligibility. Effective as of the Effective Date, a Participant, other than a Director, in the Core Deferred Compensation Component of the Plan shall be eligible to receive an additional matching contribution from the Company (the “Supplemental Company Match”) for a particular Plan Year if:

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                    (i) the Participant receives an Annual Bonus for such Plan Year, with respect to which the Participant makes a Deferral Election pursuant to Section 3.3(b);

                    (ii) the Participant is employed by the Employer (or on an approved leave of absence) on the date on which the Supplemental Company Match is credited to the Participant’s Deferral Account; and

                    (iii) the Participant elects to invest all or a portion of the Annual Bonus he or she elects to defer for such Plan Year in the Company Stock Fund pursuant to Section 3.7.

               (b) Amount and Investment of Match. The Supplemental Company Match shall be an amount determined each year at the discretion of the C&OD Committee which shall range between 0% and 50% of the portion of the Participant’s Deferral Election with respect to the Participant’s Annual Bonus for a particular Plan Year that the Participant elects to invest in the Company Stock Fund. The amount of the matching contribution shall not exceed the lesser of (i) the percentage determined in the preceding sentence of the Participant’s target Annual Bonus for the year, or (ii) the portion of the Annual Bonus that the Participant elects to defer for such Plan Year. The Supplemental Company Match shall be invested in the Company Stock Fund as provided in Section 3.7.

               (c) Vesting. A Participant’s right to receive a distribution of the Supplemental Company Match, if any, for any particular Plan Year shall be forfeited unless the Participant has completed three Years of Service with respect to each year’s grant of the Supplemental Company Match. The Plan Year in which occurs the payment of the Participant’s Annual Bonus with respect to which a grant of Supplemental Company Match is made to the Participant shall constitute the first Year of Service with respect to each grant of Supplemental Company Match for purposes of this Section 3.10(c). A Participant shall also be 100% vested in his or her Supplemental Company Match upon the attainment of age 60 with at least 10 Years of Service. Notwithstanding the preceding sentence, if a Participant who is age 60 with 10 Years of Service Separates from Service (other than a Separation from Service for Cause) before completing three Years of Service with respect to any year’s Supplemental Company Match, the payment of that year’s Supplemental Company Match shall be delayed until the Participant would have satisfied the three year vesting requirement had the Participant remained an Employee following the date of his or her actual Separation from Service.

               (d) Forfeiture. To the extent permissible under Code Section 409A, and notwithstanding any provision which may be included in a Participant’s Grant Agreement to the contrary, any Supplemental Company Match shall be forfeited (or will have to be repaid) following either (i) a Separation from Service for Cause, or (ii) a finding by the Committee in its sole discretion that the Participant engaged in any of the “Prohibited Activities” outlined in the Company’s most recent form of equity grant agreement.

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               Any portion of Supplemental Company Match that is forfeited as provided in this Section 3.10(d) may be used by the Company to pay Plan expenses or to fund the Supplemental Company Match for other Participants.

               (e) Distribution. The vested portion of each grant of Supplemental Company Match made to a Participant shall be payable to the Participant or his / her Beneficiary at such time and in such form as elected by the Participant pursuant to Article 5. These distributions shall be made in the form of Company Stock except that the value of any partial shares shall be distributed in the form of cash.

          3.11 Discretionary Stock Unit Grants.

               (a) Grant of Stock Units. At its sole discretion, the Compensation & Organizational Development Committee of the Board may credit the Deferral Account of an eligible Participant with such number of Stock Units as shall be determined by the Compensation & Organizational Development Committee of the Board.

               (b) Grant Terms, Vesting. The terms and conditions of any such grant of Stock Units, including the vesting conditions of such grant, shall be set forth in a separate Grant Agreement, subject to the requirements of this Section 3.11.

               (c) Transactions Affecting Common Stock. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, stock dividend, stock split, or other change in corporate structure of the Company affecting shares of Company Stock, the Compensation & Organizational Development Committee may make appropriate equitable adjustments with respect to the Stock Units credited to the Deferral Account of each Participant, including without limitation, adjusting the date as of which such units are valued and/or distributed, as the Compensation & Organizational Development Committee determines is necessary or desirable to prevent the dilution or enlargement of the benefits intended to be provided under the Plan.

               (d) No Shareholder Rights With Respect to Stock Units. Eligible Participants shall have no rights as a shareholder with respect to the Stock Units credited to their Deferral Accounts.

ARTICLE 4
In-Service Distributions and Unforeseeable Financial Emergencies

          4.1 In-Service Distributions.

               (a) In connection with Deferral Elections made with respect to Plan Years beginning on or after the Effective Date, a Participant may elect to receive a lump-sum distribution (an “In-Service Distribution”) of the Annual Deferral Amount for a particular Plan Year on a future date. The In-Service Distribution shall be equal to the Annual Deferral Amount plus any amounts credited or debited on such amount in accordance with Section 3.6 and shall be determined at the time the In-Service

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Distribution becomes payable. Subject to any discretion properly reserved to the Employer under Code Section 409A and the other terms and conditions of the Plan, each In-Service Distribution elected by the Participant shall be paid no later than January 31^st of any Plan Year designated by the Participant that is at least 24 months after the first day of the Plan Year in which the Annual Deferral Amount is actually deferred, or the next succeeding date during such Plan Year on which the performance of the Measurement Funds can be measured. No distribution of Company Stock will be made prior to a Participant’s Separation from Service.

               (b) Notwithstanding anything to the contrary contained in Section 4.1(a) or this Plan, a Participant may elect to change the time of payment of a future In-Service Distribution by making a new election, in such form and manner as the Committee shall direct or permit, at least 12 months prior to the day in which such In-Service Distribution would have otherwise been paid. The In-Service Distribution subject to such new election shall be payable not earlier than five years after the date the In-Service Distribution would have otherwise been paid, except in the case of an Unforeseeable Financial Emergency under Section 4.3.

          4.2 Other Benefits Take Precedence Over In-Service Distribution. In the event of the Participant’s Separation from Service, upon the Participant’s death, Disability, or in the event of a Change in Control, any Annual Deferral Amount, plus amounts credited or debited thereon or any value accruing to such amount if invested in the Company Stock Fund that is subject to an In-Service Distribution election shall not be paid in accordance with the requirements of Section 4.1, but shall instead be paid in accordance with Article 5. Subject to the requirements of Article 6, if applicable, in the event of the Participant’s death prior to his / her Separation from Service, any Annual Deferral Amount, plus amounts credited or debited thereon or value accruing to thereto, that is subject to an In-Service Distribution election shall not be paid in accordance with Section 4.1, but shall instead be paid in accordance with Article 5.

          4.3 Unforeseeable Financial Emergency. Effective as of the Effective Date, if the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to receive a payout from the Plan with respect to amounts other than Grandfathered Benefits attributable to deferrals under the Applera Plan. The payout shall not exceed the lesser of the Participant’s Deferral Account, calculated on the date of payment and less any Grandfathered Benefits attributable to deferrals under the Applera Plan, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency plus taxes reasonably anticipated as a result of the payout. However, no payout will be allowed under this Section 4.3 to the extent that the Unforeseeable Financial Emergency may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s assets (to the extent such liquidation would not itself cause a severe financial hardship). If the Committee approves the Participant’s request for a distribution on account of an Unforeseeable Financial Emergency, such distribution shall be made to the Participant, in a single lump sum, as soon as administratively possible but not more than 30 days following the date of the Committee’s approval.

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          Grandfathered Benefits attributable to deferrals under the Applera Plan may be distributed on account of an unforeseeable financial emergency pursuant to the terms governing such distributions contained in the Applera Plan in effect prior to January 1, 2005.

ARTICLE 5
Termination Benefit, Death, Disability Benefit, Change in Control Benefit

          5.1 Termination Benefit. Effective as of the Effective Date, and except as otherwise provided under the terms of the Plan, a Participant who experiences a Separation from Service shall receive an amount equal to the total vested amounts credited to his / her Deferral Account, reduced by any forfeitures required under the terms of the Plan, determined as of the date such amount becomes payable (the “Termination Benefit”).

          5.2 Payment of Termination Benefit. Effective January 1, 2011, a Participant, in connection with his / her commencement of participation in the Plan, shall elect to receive the Termination Benefit payable with respect to amounts credited to the Participant’s Deferral Account during the Plan Year in which the Participant commences participation as a single lump sum or as Annual Installment Payments paid annually over a period of two to ten years, at the Participant’s election. Prior to the beginning of each subsequent Plan Year, the Participant shall elect to receive the Termination Benefit payable with respect to amounts credited to the Participant’s Deferral Account during such subsequent Plan Year as a single lump sum or as Annual Installment Payments paid annually over a period of two to ten years, at the Participant’s election. Notwithstanding the foregoing, with respect to a Termination Benefit payable with respect to amounts deferred on or before December 31, 2010, the Participant’s most recent distribution election which has been accepted by the Committee shall govern the payout of the Participant’s Termination Benefit. The Participant may change his / her election as to the form of his / her Termination Benefit with respect to amounts credited to the Participant’s Deferral Account during any particular Plan Year by making a new election in the form and manner specified by the Committee, provided that: (i) any such change of election shall be made at least 12 months prior to the Participant’s Separation from Service, and (ii) distribution of the Participant’s Termination Benefit with respect to amounts credited to the Participant’s Deferral Account during such Plan Year may not be made or commence earlier than five years after the date such amount would have otherwise become payable pursuant to the Participant’s original distribution election. If the Participant has elected to receive his / her Termination Benefit with respect to amounts credited to the Participant’s Deferral Account during a particular Plan Year in the form of Annual Installment Payments, those Annual Installment Payments shall include any amounts credited or debited to the Participant’s Deferral Account as provided in Section 3.6, above, or any value accruing to such amounts as are invested in the Company Stock Fund pursuant to Section 3.7. If a Participant does not make any election with respect to the payment of his / her Termination Benefit with respect to amounts credited to the Participant’s Deferral Account during a particular Plan Year, then the Participant’s Termination Benefit with respect to amounts credited to the Participant’s

20

Deferral Account during such Plan Year shall be paid to the Participant in a single lump sum.

          Notwithstanding the foregoing, to the extent necessary to comply with the requirements of Code Section 409A, a Participant’s Termination Benefit shall be paid in accordance with any distribution elections made by the Participant under the Applera Plan, the Invitrogen Plan, and/or the Excess Plan.

          5.3 Commencement of Payment. Generally, payment of a Participant’s Termination Benefit shall be made or commence to be made not later than 60 days following the Participant’s Separation from Service. Subsequent Annual Installment Payments shall thereafter be paid on the anniversary of such initial payment provided, however, that subject to any discretion properly reserved to the Employer under Code Section 409A, in the case of Participants who are also Specified Employees and Section 16(b) of the Securities Exchange Act in the case of any Participant subject to such section, the Termination Benefit payable under this Article 5 to a Participant who is a Specified Employee shall be paid or commence to be paid no earlier than the date that is six months after the Participant’s Separation from Service and no later than 30 days following such date. Subsequent Annual Installment Payments, if any, paid to a Participant who is a Specified Employee shall thereafter be paid not later than 30 days following the anniversary of the Participant’s Separation from Service. Such six-month delay in payment shall not apply to the payment of a Disability benefit or a Change in Control benefit as described in Sections 5.5 or 5.7, respectively.

          5.4 Payment on the Participant’s Death.

               (a) Death Prior to Separation from Service. All amounts held in a Participant’s Deferral Account shall be 100% vested as of the date of the Participant’s death if the Participant dies prior to Separation from Service. Except to the extent Article 6 may apply, if a Participant dies prior to Separation from Service, the Participant’s Deferral Account shall be paid to the Participant’s Beneficiary in a single lump sum as soon as administratively feasible, but not later than 60 days following the date on which the Committee is provided with proof that is satisfactory to the Committee, in its sole discretion, of the Participant’s death.

               (b) Death Prior to Completion of Payment of Termination Benefit. If a Participant dies after Separation from Service but before the Termination Benefit described in Section 5.1 is paid in full, payments of the Participant’s unpaid Termination Benefit shall continue to be made to the Participant’s Beneficiary in the same amounts and at the same times as the Termination Benefit would have been paid to the Participant had the Participant survived. Notwithstanding the foregoing, effective as of the Effective Date, if a Participant dies after Separation from Service but before the Termination Benefit is paid in full, the Participant’s unpaid Termination Benefit shall be paid to the Participant’s Beneficiary in a single lump sum, and shall be paid as soon as administratively feasible, but not later than 60 days following the date on which the Committee is provided with proof that is satisfactory to the Committee, in its sole discretion, of the Participant’s death.

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          5.5 Disability. All amounts held in a Participant’s Deferral Account shall be 100% vested as of the date of the Participant’s Disability if the Participant becomes Disabled prior to Separation from Service. Upon a determination by the Committee that a Participant is Disabled, he or she shall be entitled to receive a “Disability Benefit” equal to the 100% vested value of his / her Deferral Account, based upon the value of such Deferral Account as of the date of distribution. The Disability Benefit will be paid to the Participant in a single lump sum as soon as administratively feasible, but in no event later than 60 days after the Committee determines that the Participant is Disabled.

          5.6 Separation from Service Without Cause. Upon a Participant’s involuntary Separation from Service without Cause, as the term “Cause” is defined in Section 1.40, all amounts held in a Participant’s Deferral Account shall be 100% vested.

          5.7 Change in Control.

               (a) All amounts held in a Participant’s Deferral Account shall be 100% vested as of the date of a Change in Control. In addition, notwithstanding the requirements of Sections 3.8 and/or 3.9 to the contrary, any Make-Up Match or Supplemental Company Match awarded to a Participant shall be 100% vested as of the date of a Change in Control. Upon the occurrence of a Change in Control, the Participant shall be entitled to receive a “Change in Control Benefit” equal to the total of the following amounts: (i) the value of any amounts in the Participant’s Deferral Account that were previously deferred under the Invitrogen Plan; (ii) the value of any amounts in the Participant’s Deferral Account that were deferred by, or on behalf of, the Participant on or after the Effective Date; (iii) the value of any Make-Up Match awarded to the Participant on or after the Effective Date; and (iv) the value of any Supplemental Company Match. The value of any Make-Up Match or Supplemental Company Match included in the Change in Control Benefit, as described above, shall be determined in accordance with the requirements of Section 3.6.

               (b) The Change in Control Benefit will be paid to the Participant in a single distribution (either in cash or Company Stock, depending on the type of deferral) as soon as administratively feasible, but in no event later than 60 days after the date the occurrence of the Change of Control is communicated in writing to any member of the Committee.

          5.8 Valuation of Distributions. Distributions made under the terms of the Plan shall be valued as of the date of distribution to the Participant or his / her Beneficiary.

ARTICLE 6
Pre-Retirement Survivor Benefits Under Applera Plan

          6.1 Application. This Article 6 shall apply only to Participants who made Pre-Retirement Survivor Benefit elections under the terms of the Applera Plan with respect to amounts deferred prior to the Effective Date, and any earnings on such

22

amounts. Such a Participant, in connection with his / her commencement of participation in the Applera Plan, may have elected to have a Pre-Retirement Survivor Benefit paid to his / her Beneficiary in a lump sum or pursuant to an Annual Installment Method of 5, 10, or 15 years. In such case, the election most recently accepted by the Committee prior to the Effective Date shall govern the payout of the Participant’s Pre-Retirement Survivor Benefit to his / her Beneficiary.

          6.2 Pre-Retirement Survivor Benefit. If a Participant described in Section 6.1 dies before he or she experiences a Separation from Service, the Participant’s Beneficiary shall receive a “Pre-Retirement Survivor Benefit” equal to the value of any amounts held in the Participant’s Deferral Account that were deferred under the Applera Plan prior to the Effective Date, plus any earnings on such amounts. The Pre-Retirement Survivor Benefit shall be determined as of the date such amount becomes payable to the Beneficiary (rather than the date of the Participant’s death).

          6.3 Payment of Pre-Retirement Survivor Benefit. If the Participant has elected for his / her Beneficiary to receive the Pre-Retirement Survivor Benefit pursuant to an Annual Installment Method, such installment payments shall include earnings (if any) on amounts in the Participant’s Deferral Account that were deferred under the Applera Plan prior to the Effective Date, as provided in Section 3.6 above. Subject to any discretion properly reserved to the Employer under Code Section 409A, payment of the Pre-Retirement Survivor Benefit shall be made or commence no later than 60 days following the date on which the Committee is provided with proof that is satisfactory to the Committee, in its sole discretion, of the Participant’s death. If the Participant was a Specified Employee, the payment date shall be deferred for six months following the date proof of death is provided to the Committee.

ARTICLE 7
Beneficiary Designation

          7.1 Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the Plan upon his or her death. The Beneficiary designated under the Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

          7.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his / her Beneficiary in the form and manner specified by the Committee. A Participant shall have the right to change his / her Beneficiary by complying with the terms of the Committee’s rules and procedures, as in effect from time to time. If a married Participant names someone other than his / her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned pursuant to procedures determined by the Committee. Upon the acceptance by the Committee of a new Beneficiary designation, all Beneficiary designations previously made shall be canceled. The Committee shall be entitled to rely on the last Beneficiary designation made by the Participant prior to the Participant’s death.

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          7.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

          7.4 Doubt as to Beneficiary. To the extent permitted by Code Section 409A, if the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

          7.5 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under the Plan with respect to the Participant, and that Participant’s rights under the Plan shall terminate upon such full payment of benefits.

ARTICLE 8
Leave Of Absence

          8.1 Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

          8.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer.

ARTICLE 9
Termination, Amendment or Modification

          9.1 Termination. Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to terminate the Plan at any time by action of the Committee. Upon termination of the Plan, each affected Participant’s (or Beneficiary’s) remaining Deferral Account shall be distributed only to the extent permitted by Code Section 409A. The Plan shall automatically be terminated upon notice to the Committee of a Change in Control.

          9.2 Amendment. The Committee may, at any time, amend or modify the Plan in whole or in part, to the extent permitted by Code Section 409A; provided that no amendment or modification shall, without the consent of each Participant affected thereby, (i) decrease or restrict the value of a Participant’s Deferral Account in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Separation from Service as of the effective date of the amendment or

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modification, or (ii) modify this Section 9.2. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification.

          9.3 Committee and Amendment of Plan. Notwithstanding Section 9.2 above, to the extent permitted by Code Section 409A, the Committee is authorized and empowered to establish, modify, amend, and/or terminate the Plan.

          9.4 Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, and 6 of the Plan shall completely discharge all obligations to a Participant and his / her designated Beneficiaries under the Plan and the Participant’s rights under the Plan shall terminate.

ARTICLE 10
Administration

          10.1 Committee Duties. The Plan shall be administered by the Benefits Administration Committee (the “Committee”) which shall be appointed by the Compensation & Organizational Development Committee. Members of the Committee may be Participants under the Plan. The Committee shall also have the absolute discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and (b) decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

          10.2 Agents. In the administration of the Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to the Employer.

          10.3 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

          10.4 Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee and any Employee to whom the duties of the Committee may be delegated against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to the Plan, except in the case of willful misconduct by the Committee or any of its members or any such Employee.

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ARTICLE 11
Other Benefits and Agreements

          11.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 12
Claims Procedures

          12.1 Claims Procedure.

               (a) A Claimant must submit a claim for benefits under the Plan to the Committee in writing. The Committee shall have the absolute power, authority and discretion to adjudicate claims. The Claimant shall be notified in writing of any adverse decision with respect to his / her claim within ninety (90) days after its submission. The notice shall be written in a manner calculated to be understood by the Claimant and shall include:

                    (i) the specific reason or reasons for the denial;

                    (ii) specific references to the pertinent Plan provisions on which the denial is based;

                    (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such material or information is necessary;

                    (iv) an explanation of the Plan’s claim review procedures; and

                    (v) a statement of the Claimant’s right to bring civil action under ERISA.

If special circumstances require an extension of time for processing the initial claim, a written notice of the extension and the reason for the extension shall be furnished to the Claimant before the end of the initial ninety (90) day period. In no event shall such extension exceed ninety (90) days.

               (b) In the event a claim for benefit is denied, the Claimant or his / her duly authorized representative, at the Claimant’s expense, may appeal the denial to the Committee within sixty (60) days of the receipt of written notice of denial. In pursuing such appeal, the Claimant or his / her duly authorized representative may:

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                    (i) request in writing that the Committee review the denial;

                    (ii) review all relevant documents, records, and other information relevant to the claim; and

                    (iii) submit issues and comments in writing.

               The decision on review shall be made within sixty (60) days of receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. If such an extension of time is required, written notice of the extension shall be furnished to the Claimant before the end of the original sixty (60) day period which explains the reasons for the extension and the date a decision is expected. The decision on review shall be written in a manner calculated to be understood by the Claimant, and shall include specific references to the pertinent Plan provisions on which such denial is based, a statement that Claimants can receive free of charge copies of all documents, records, and other information relevant to the claim; a statement describing the Claimant’s right to bring civil action under ERISA; and a description of voluntary appeals procedures, if any, offered by the Plan.

          12.2 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 12 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under the Plan.

ARTICLE 13
Trust

          13.1 Establishment of the Trust. The Company shall establish the Trust, and the Employer may transfer over to the Trust such assets as the Employer determines, in its sole discretion.

          13.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employer, Participants, and the creditors of the Employer to the assets transferred to the Trust. The Employer shall at all times remain liable to carry out its obligations under the Plan.

          13.3 Distributions From the Trust. The Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under the Plan.

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ARTICLE 14
Miscellaneous

          14.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3), and 401(a)(1). The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

          14.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interests, or claims in any property or assets of the Employer. For purposes of the payment of benefits under the Plan, any and all of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. The Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

          14.3 Employer’s Liability. Except as otherwise set forth herein, this Plan supersedes and shall be in lieu of all prior plans, arrangements, or understandings regarding the benefits provided by the Plan, whether written or oral.

          14.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment, or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency, or be transferable to a spouse or former spouse except as may be required pursuant a judgment, decree or order (including approval of a property settlement) which relates to the provision of child support, alimony, or marital rights to a spouse, former spouse, child or other dependent, and which is made pursuant to a State domestic relations law.

          14.5 Not a Contract of Employment. The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Employer and a Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, except as otherwise expressly provided in a written employment agreement. Nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Employer as an Employee or to interfere with the right of the Employer to discipline or discharge the Participant at any time.

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          14.6 Furnishing Information. A Participant or his / her Beneficiary shall cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

          14.7 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

          14.8 Captions. The captions of the articles, sections, and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

          14.9 Governing Law. To the extent not otherwise preempted by ERISA, the provisions of the Plan shall be construed and interpreted according to the internal laws of the State of Delaware without regard to its conflicts of laws principles.

          14.10 Notice. Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Life Technologies Corporation
5791 Van Allen Way
Carlsbad, CA 92008
Attn: Benefits Administration Committee

          Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

          Any notice or filing required or permitted to be given to a Participant under the Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

          14.11 Successors. The provisions of the Plan shall bind and inure to the benefit of the Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

          14.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and, except as otherwise provided in Section 14.15, shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

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          14.13 Validity. In case any provision of the Plan shall be determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

          14.14 Incompetency. If the Committee determines in its discretion that a benefit under the Plan is to be paid to a minor, a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative, or person having the care and custody of such minor, incompetent, or incapable person. The Committee may require proof of minority, incompetence, incapacity, or guardianship, as it may deem appropriate, prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

          14.15 Distribution in the Event of Taxation. If any portion of a Participant’s Deferral Account becomes subject to federal income tax as a result of a failure to comply with Code Section 409A prior to the time such Deferral Account would otherwise be distributed in accordance with Articles 4, 5, or 6, the Employer may permit a distribution of a portion of such Deferral Account not to exceed the amount required to be included in income as a result of a failure to comply with Code Section 409A. If any portion of a Participant’s Deferral Account becomes subject to any FICA or other federal or state employment tax obligations arising from participation in the Plan that apply to amounts deferred under the Plan before the amount is paid under Section 4, 5 or 6, the Employer shall permit a distribution of a portion of such Deferral Account not to exceed the amount of such taxes due as a result of participation in the Plan.

          14.16 FICA, Other Taxes and Deductions. For each Plan Year in which a Participant makes an effective Deferral Election, the Employer shall withhold from the Participant’s Base Annual Salary, Director’s Fees and/or Annual Bonus, as the case may be, in a manner determined by the Employer, the Participant’s share of FICA and other federal or state employment taxes on any Annual Deferral Amount, as well as the Participant’s share of the cost of any employee benefits or other items which would otherwise be deducted from the Participant’s pay in the absence of such deferral. The Participant’s Deferral Elections shall only be made with respect to amounts of Base Annual Salary, Director’s Fees and/or Annual Bonus, net of the reductions described above.

          14.17 Insurance. The Employer, on its own behalf or on behalf of the trustee of the Trust, may, in its sole discretion, apply for and procure insurance on the life of a Participant, in such amounts and in such forms as the Employer may choose. The Employer or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employer shall submit to medical examinations and supply such information and execute such documents as may be

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required by the insurance company or companies to whom the Employer has applied for insurance.

          14.18 Legal Fees To Enforce Rights After Change in Control. This Section 14.18 shall apply only to a Participant if, upon the date on which occurs an event which would have constituted a “Change in Control” under the definition of such term applicable prior to the Effective Date, the Participant’s Deferral Account contain amounts deferred by such Participant under the Applera Plan or the Excess Plan prior to the Effective Date, which amounts are not distributed to the Participant pursuant to Section 5.6. If, following a Change in Control, it should appear to such Participant that the Company, the Employer, or any successor corporation has failed to comply with any of its obligations under the terms of the Applera Plan or the Excess Plan as in effect prior to the Effective Date, or any agreement thereunder or, if the Company, the Employer, or any other person takes any action or institutes any litigation or other legal action designed to deny, diminish, or to recover from any Participant the benefits which were intended to be provided under the Applera Plan or the Excess Plan under the terms of such plans as in effect prior to the Effective Date, then to the extent permitted by Code Section 409A, the Company and the Employer irrevocably authorize such Participant to retain counsel of his / her choice at the expense of the Company and the Employer (who shall be jointly and severally liable) to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, the Employer or any director, officer, shareholder, or other person affiliated with the Company, the Employer or any successor thereto in any jurisdiction. Any payments provided for in this Section 14.18 shall be structured to comply with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv).

          14.19 Action by the Employer. Any action required or permitted of the Employer under the Plan shall be by resolution of its Benefits Administration Committee or by a person or persons authorized by resolution of the Committee.

          14.20 Tax Withholding. The Employer or the trustee of the Trust shall withhold, in such manner as determined by the Employer or the trustee (as the case may be) in its sole discretion, from any payments made to a Participant under the Plan such amount or amounts as may be required to comply with all federal, state, and local income, employment, and other withholding obligations.

          14.21 Effect on Other Employee Benefit Plans. Any benefit paid or payable under this Plan shall not be included in a Participant’s compensation for purposes of computing benefits under any employee benefit plan maintained or contributed to by the Employer except as may otherwise be required under the terms of such employee benefit plan.

          14.22 Compliance with Code Section 409A. The Plan and the benefits provided hereunder are intended to comply with Code Section 409A and the regulations and guidance issued thereunder to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. All references to Code Section 409A shall include the

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regulations and guidance issued thereunder. Although the Company intends to administer the Plan so that it will comply with, the requirements of Code Section 409A, the Employers, do not represent or warrant that the Plan will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its Affiliates, nor their respective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan.

          14.23 Permissible Accelerations of Payment. To the extent not otherwise specifically addressed in this Plan, the Company reserves the right, exercisable in its sole discretion, to accelerate payments under this Plan to the extent permitted by, and in accordance with, Treas. Reg. §1.409A-3(j)(4).

          14.24 Small Amount Cashout. If, upon a Participant’s Separation from Service or death, such Participant’s Deferral Account balance is less than the then-applicable dollar amount under Code Section 402(g)(1)(B), then notwithstanding any prior election to the contrary, the Participant or the Participant’s Beneficiary, as the case may be, shall be paid the Participant’s entire Deferral Account balance in a single lump sum payment, provided that such payment results in the termination and liquidation of the entirety of such Participant’s interest under the Plan, including all agreements, methods, programs or other arrangements which would be aggregated with the Plan under Treas. Reg. §1.409A-1(c)(2).

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EX-10.3

EXHIBIT 10.3

LIFE TECHNOLOGIES CORPORATION
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(Outside Director with Settlement Date at Termination of Service)

[Participant Name] (the “Participant”) has been granted an award (the “Award”) pursuant to the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive in settlement of each such right one (1) share of Stock of Life Technologies Corporation, as follows:

Date of Grant:	[Grant Date]
Number of Restricted Stock Units:	[Number of Shares Granted], increased as of any date by the cumulative number of additional whole and/or fractional Restricted Stock Units, if any, credited to this Award through such date in payment of Dividend Equivalent Rights as described in the Restricted Stock Units Agreement.
Settlement Date:	Upon separation from service.
Vesting Schedule:	The number of Restricted Stock Units shall vest 100% on the first anniversary of the Date of Grant or the next Shareholder meeting, whichever is earlier.

By electronically accepting this document, the Company and the Participant agree that the Award is governed by this Notice, the provisions of the Plan, and the Restricted Stock Unit Agreement attached to and made a part of this document including any applicable Addendum or Supplement thereto. The Participant acknowledges receipt of copies of the Plan and Restricted Stock Unit Agreement, represents that the Participant has read and is familiar with its provisions, and hereby accepts the Award subject to all of its terms and conditions. For purpose of this Notice and the Restricted Stock Unit Agreement, “separation from service” shall have the same meaning as provided in Treasury Regulation section 1.409A-1(h).

ATTACHMENTS:  Life Technologies Corporation 2009 Equity Incentive Plan, as amended to the Date of Grant, and Restricted Stock Units Agreement.

LIFE TECHNOLOGIES CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
(Outside Director with Settlement Date at Termination of Service)

          Life Technologies Corporation has granted to the individual (the “Director”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Unit Agreement (the “Agreement”) is attached an award (the “Award”) of Restricted Stock Units upon the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. By signing the Notice, the Director: (a) represents that the Director has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Agreement.

     Definitions and Construction.

          1. Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

          2. Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

     Administration.

          All questions of interpretation concerning this Agreement shall be determined by the Board. All determinations by the Board shall be final and binding upon all persons having an interest in the Award. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election.

     Vesting of the Award.

          1. This Award shall vest 100% on the first anniversary of the Date of Grant or the next Shareholder meeting, whichever is earlier.

     Settlement of the Award.

          1. No Additional Payment Required. The Director shall not be required to make any additional monetary payment (other than applicable tax withholding, if any) upon settlement of the Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being settled shall be made in the form of past services rendered by the Director to a Participating Company or for its benefit which the Board, by resolution, determines to have a value not less than the aggregate purchase price of such shares of Stock.

          2. Issuance of Shares of Stock. Subject to the provisions of Sections 4.5 and 4.6 below, the Company shall issue to the Director, on a date within thirty (30) days following the Settlement Date (as defined in the Notice) a number of whole shares of Stock equal to the vested Number of Restricted Stock Units (as defined in the Notice), rounded down to the nearest whole number. Such shares of Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Sections 4.5 and 4.6. On the Settlement Date, the Company shall pay to the Director cash in lieu of any fractional share of Stock represented by a fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value on the Settlement Date of such fractional share of Stock.

          3. Tax Withholding. At the time the Award is granted, or at any time thereafter as requested by the Company, the Director hereby authorizes withholding from payroll and any other amounts payable to the Director, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Director.

          4. Certificate Registration. The certificate for the shares as to which the Award is settled shall be registered in the name of the Director, or, if applicable, in the names of the heirs of the Director.

          5. Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Director to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

          6. Delay in Issuance for Specified Employees. In the event of the issuance of shares of Stock, based upon termination of Service of the Director, who at such termination may also be considered a “Specified Employee” (as defined below), no such issuance will be made, irrespective of any election, term of the Plan or this Agreement to the contrary, before the date which is six (6) months after the date of such Director’s termination of Service. The term “Specified Employee” for purposes of this Agreement means any Director who would be considered a “Specified Employee” as that term is defined in Section 409A(a)(2)(B)(i) of the Code. The determination of whether any Director is a Specified Employee shall be solely in the discretion of the Company.

          7. Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

     Dividend Equivalent Rights.

          Effective on the date of payment of cash dividends on the Stock occurring on and after the Date of Grant and before the Settlement Date, the Number of Restricted Stock Units subject to this Award shall be increased by such additional whole and/or fractional Restricted Stock Units determined by the following formula:

               X = (A x B) / C

          where,

               “X” is the number of whole and/or fractional Restricted Stock Units to be credited with respect to the Award;

               “A” is the amount of cash dividends paid on one share of Stock;

               “B” is the number of whole and fractional Restricted Stock Units subject to this Award as of the cash dividend record date but immediately prior to the application of this Section; and

               “C” is the Fair Market Value of a share of Stock on the cash dividend payment date.

Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to this Award.

     Nontransferability of the Award.

          Prior to the Settlement Date, neither this Award nor any Restricted Stock Unit subject to this Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Director or the Director’s beneficiary, except by will or by the laws of descent and distribution.

     Effect of Termination of Service.

          If the Director’s Service with the Company terminates for any reason, the Award, if not vested as of the date of such termination of Service as determined in accordance with Section 3, shall be forfeited and terminated and the Company shall not be under any obligation to provide any shares of Common Stock or any other compensation to the Director on account of such forfeiture and termination of the Award.

     Change in Control.

          In the event of a Change in Control, the Award shall be automatically considered, regardless of the requirements of Section 3, as one hundred percent (100%) vested as of the date ten (10) days prior to the date of the Change in Control and the Company shall provide, by any means determined in the sole discretion of the Company, the Director a notice of the Change in Control (the “Notice”). “Change in Control” shall have the same meaning as set forth in the Plan; provided that the definition is consistent with the definition provided in Treasury Regulation sections 1.409A-3(i)(5)(v), -3(i)(5)(vi)(A)(1), and -3(i)(5)(viii); provided further that for purposes of Treasury Regulation section 1.409A-3(i)(5)(vi)(A)(1), “30 percent” shall be replaced by “50 percent.” Once the Award has become vested in accordance with this Section 8, the Award shall be settled on the consummation of the Change in Control in accordance with the provisions of Section 4. Any vesting of the Award that was permissible solely by reason of this Section 8 shall be conditioned upon the consummation of the Change in Control. In addition, in the event of a Change in Control the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may either assume the Company’s rights and obligations under outstanding Awards or substitutes for outstanding Awards substantially equivalent restricted stock units for the Acquiring Corporation’s stock. Any Awards which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control shall terminate and cease to be outstanding effective upon the date of the Change in Control. Notwithstanding the foregoing, the Company reserves the discretion to revise, without the consent of any Director, the meaning of the terms “Change in Control” and “Ownership Event” should the requirements of Section 409A of the Code or any regulations or other guidance issued by the Internal Revenue Service require, or make such changes, necessary or desirable to preserve the desired tax impacts to the Director and the Company underlying this Award.

     Adjustments for Changes in Capital Structure.

          Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Award, in order to prevent dilution or enlargement of the Director’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section 9 shall be

rounded down to the nearest whole number. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

     Rights as a Stockholder or Director.

          The Director shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9 or pursuant to the Dividend Equivalent Rights. Nothing in this Agreement shall confer upon the Director any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Director’s Service as a Director at any time.

     Legends.

          The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Director shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Director in order to carry out the provisions of this Section.

     Miscellaneous Provisions.

          1. Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

          2. Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

          3. Termination or Amendment. The Board may terminate or amend the Plan or the Award at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Award without the consent of the Director unless such termination or amendment is necessary or desirable, as determined in the sole discretion of the Company, necessary or desirable to comply with any applicable law or government regulation or to preserve the desired tax impacts to the Director and the Company underlying this Award. No amendment or addition to this Agreement shall be effective unless in writing.

          4. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, upon deposit in the United States Post Office, by registered or certified mail, or with an overnight courier service with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature or at such other address as such party may designate in writing from time to time to the other party.

          5. Integrated Agreement. The Notice and this Agreement constitute the entire understanding and agreement of the Director and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Director and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

          6. Applicable Law. This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.

          7. Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

LIFE TECHNOLOGIES CORPORATION
RESTRICTED STOCK UNIT ELECTION

TO:	Chief Financial Officer, Life Technologies Corporation (the “Company”)
FROM:	(the “Participant”)

     I hereby elect to change the settlement date of my Restricted Stock Units that I would otherwise receive from the Company, subject to the terms and conditions of the Company’s 2009 Equity Incentive Plan (the “Plan”), the Notice of Grant of Restricted Stock Units (the “Notice”), the Restricted Stock Unit Agreement (the “Agreement”) and this election. I understand that my election is irrevocable. The terms of my election are as follows:

1. Restricted Stock Unit Award to which Election applies. My election applies to the Restricted Stock Units that are to be awarded to me on _________, 2010 (the “Election”).

2. Restricted Stock Units Deferred. I elect to change the settlement date of the following portion of my Restricted Stock Units Award made to me under this Election (must be at a minimum of at least 10% and may increase in 5% increments thereafter):

____________ %

3. Restricted Stock Units Deferral Elections. I hereby make the following elections with respect to the settlement of my vested Restricted Stock Units. I understand that if I fail to make an election, or if the election is terminated, that I will be deemed to have elected settlement of my Restricted Stock Units upon separation from service (as defined in the Notice) to the Company as provided in the Notice.

Form of Settlement of Deferred Restricted Stock Units:

o  In shares of Stock payable in a single lump sum.

o  In shares of Stock payable in equal annual installments over _________ years (not to exceed four (4) years).

Settlement Date:

Subject to the terms of the Plan and my Agreement, I will receive shares of Stock in settlement of my Award (to the extent vested) within 30 days of the earliest of (i) any Settlement Date I have elected below, (ii) the date of my separation from service or (iii) the date of any Change of Control, as defined in the attached Agreement, if such an Award is not assumed or substituted for a similar award.
I understand:
That I may (but am not required) to elect a Settlement Date, however, if I don’t select a Settlement Date, but have completed this form and elected to change the settlement date of the Award beyond the date such award would have become vested, that I will have made an irrevocable election to defer settlement of the Award until my termination of Service.
That if I elect to have my awards distributed in equal annual installments, the terms of Section 3.3 of the Agreement may limit such distribution, and that, on the Settlement Date selected below, I will receive my first installment distribution, and that future distributions will occur on each subsequent anniversary date of such first installment.
o	I elect a Settlement Date for 100% of my Award on _________; provided, however, that such date shall be no earlier than the Vesting Date as set forth in the Notice of Grant.
o	I elect to settle my Award, in the specified percentages, on the following Settlement Date(s) (on each Settlement Date a minimum of at least 25% of the Award must be selected and the initial date must be no earlier than the third anniversary of the Date of Grant ):
	Date                         Percentage of Award Settled
	1. 2. 3. 4.
o	I do not elect a Settlement Date (and I understand this means that the Settlement Date will be the date I terminated Service).

4. Filing of Election. This Restricted Stock Unit Election must be filed with the Chief Financial Officer of the Company no later than 5:00pm Pacific Time on April 29, 2010.

5. Irrevocability of Election. This Restricted Stock Unit Election will become irrevocable as of the commencement of the Election Period.

6. Award is Unfunded. I understand that the Company has not formally funded my Award and that I am considered a general unsecured creditor of the Company with respect to my rights under the Award.

7. Subject to Plan. This Restricted Stock Unit Election is in all respects subject to the terms and conditions of the Plan. Should any inconsistency exist between this Restricted Stock Unit Election, the Plan, the Agreement, and/or any applicable law, then the provisions of either the applicable law or the Plan will control, with the Plan subordinated to the applicable law.

Dated:
	Participant Signature