8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 8, 2004

INVITROGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-25317	33-0373077
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1600 Faraday Avenue, Carlsbad, CA	92008
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01 Entry Into A Material Definitive Agreement.

(1) On November 8, 2004, the Company adopted its Executive Officer Severance Plan And Summary Plan Description, effective as of November 1, 2004. The Executive Officer Severance Plan provides benefits to certain officers of the Company, including its named executive officers, in the event such officer is terminated without cause, as defined in the Executive Officer Severance Plan.

(2) In the event that the Company terminates one of the covered employees, that employee will be entitled to receive twelve months severance pay, a prorated Incentive Compensation Plan bonus, six months time to exercise any vested equity awards, nine months of outplacement assistance and twelve months continued health and dental benefits under COBRA, paid by the Company. In order to receive the benefits, the covered executive must execute and not a revoke a Confidential Separation Agreement and General Release of All Claims in a form acceptable to Invitrogen, that contains among other provisions, a 12-month noncompetition and nonsolicitation of customers and/or employees provision.

Exhibit	Description
10.80	Executive Officer Severance Plan and Summary Plan Description.

SIGNATURE

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.

	Invitrogen Corporation
Date: November 12, 2004	By:	/s/ David F. Hoffmeister
		David F. Hoffmeister Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
10.80	Executive Officer Severance Plan and Summary Plan Description.

EX-10.80

Exhibit 10.80

INVITROGEN CORPORATION’S

EXECUTIVE OFFICER SEVERANCE PLAN

AND

SUMMARY PLAN DESCRIPTION

EFFECTIVE NOVEMBER 1, 2004

TABLE OF CONTENTS

		Page
I.	INTRODUCTION	1
II.	ELIGIBILITY	1
III.	SEVERANCE BENEFITS	2
IV.	CLAIMS PROCEDURE	3
V.	STATEMENT OF RIGHTS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”)	4
VI.	AMENDMENT AND TERMINATION	4
VII.	EMPLOYMENT RIGHTS	5
VIII.	NONALIENATION OF BENEFITS	5
IX.	GOVERNING LAW	5
X.	GENERAL INFORMATION	5

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INVITROGEN CORPORATION’S

EXECUTIVE OFFICER SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION

I. INTRODUCTION

Invitrogen Corporation (“Invitrogen”) hereby adopts the Invitrogen Corporation Executive Officer Severance Plan and Summary Plan Description (the “Plan”), to provide severance benefits to eligible executives of Invitrogen whose employment is terminated involuntarily under certain circumstances. The Plan is effective as of November 1, 2004 and supersedes any and all other severance plans, policies or practices. All benefit determinations under the Plan and interpretation of Plan provisions will be made by Invitrogen (or its designee) in its sole discretion as Plan Administrator. The Plan is described in further detail below.

II. ELIGIBILITY

Any executive currently working for Invitrogen at the executive officer level (EL-2) whose employment is terminated involuntarily is eligible for severance benefits described in Section III of this Plan, PROVIDED each of the following requirements is met:

1. The termination of employment is involuntary. The termination is involuntary if initiated by Invitrogen.

2. The termination is not due to retirement, death or disability of the executive.

3. The termination of employment is not for “cause” (as described below). Employment is terminated involuntarily if the termination action is initiated by Invitrogen and is not for cause. Employment is terminated for cause if the termination is due to misconduct or unsatisfactory performance including, but not limited to, the following:

a. Commission of a crime against Invitrogen, its affiliates, customers or employees, whether prosecuted or not.

b. Commission of any other crime or violation of law, statute or regulation which creates an inability to perform job duties.

c. Failure or inability to perform job duties due to intoxication by drugs or alcohol during working hours.

d. Conflict of interest, not specifically waived in advance by Invitrogen.

e. Unauthorized release of confidential information which belongs to Invitrogen, its affiliates, customers or employees or breach of Invitrogen’s Information and Technology Agreement.

f. Habitual neglect of duties.

g. Insubordination.

h. Other misconduct including, but not limited to: falsification of Invitrogen’s company records, nonadherence to Invitrogen’s policies, illegal discrimination or harassment of another employee, customer or supplier; theft; unauthorized use or possession of property belonging to Invitrogen, a co-worker or customer; destruction of property of Invitrogen or of another employee; possession of firearms, controlled substances or illegal drugs on

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Invitrogen’s premises or while performing Invitrogen business; gambling on Invitrogen’s premises; concealing serious offenses by another employee; and any other conduct interfering with work performance or constituting an unsafe, unethical or unlawful practice.

Invitrogen, as Plan Administrator, will, in its sole discretion, determine if a termination of employment is for “cause.”

4. The executive is not a temporary employee or a new hire who has not yet started to work on a regular, full-time or part-time basis.

5. The executive is not covered under any other severance-type plan, policy, arrangement or agreement that provides severance payments and benefits more favorable in the aggregate to those provided herein. If any such plan, policy, arrangement or agreement exists, the executive will receive payments and benefits pursuant to that plan, policy, arrangement or agreement and shall not receive any of the severance payments and benefits described herein. If the severance payments and benefits provided under any other severance-type plan, policy, arrangement or agreement are less favorable in the aggregate than the severance payments and benefits described in this Plan, than the executive will be eligible for the severance payments and benefits described herein, provided that all of the remainder of the eligibility requirements are met. In no case, will the executive receive severance payments and benefits under any other such severance-type plan, policy, arrangement or agreement and this Plan.

6. The executive has not agreed in writing to waive severance benefits under this Plan or otherwise payable from Invitrogen.

7. The executive signs and does not revoke a Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) in a form acceptable to Invitrogen, that contains, among other provisions, a 12-month covenant not to compete and a 12-month nonsolicitation of customers and/or employees provision that will be enforced to the fullest extent permitted by law.

8. The executive has returned all Invitrogen property and equipment.

A terminated executive must satisfy all of the requirements set forth above in order to receive severance benefits under the Plan. Eligibility for severance benefits under the Plan will be determined by Invitrogen upon an eligible executive’s termination of employment. Invitrogen has full power and authority to interpret the provisions of the Plan and render decisions on eligibility for benefits. If Invitrogen determines that an eligible executive satisfies all of the eligibility conditions described above, the executive will receive severance benefits calculated in accordance with Section III below. The severance benefits will be paid following the eligible executive’s termination of employment in accordance with the terms set forth below and in the Separation Agreement.

III. SEVERANCE BENEFITS

A. Severance Pay and Benefits. The following severance pay and benefits are payable under this Plan:

1. Severance Pay. The amount of severance pay provided to an eligible involuntarily terminated executive under this Plan is twelve (12) months of base salary.

The amount of severance payable to an eligible executive shall be based upon the executive’s regular weekly base salary in effect immediately before his/her termination of

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employment. The weekly salary shall be determined without regard to any overtime, bonuses, fringe benefits, reimbursements or other irregular payments. The daily base salary shall equal one fifth (1/5th) of the executive’s weekly base salary.

Severance will be paid over time in accordance with Invitrogen’s regular payroll practices.

2. Incentive Bonus. The executive will receive his/her incentive bonus under Invitrogen’s Incentive Compensation Plan (“ICP”) for the year in which the termination occurred, prorated to the date of termination, subject to and in accordance with the terms of the ICP including achievement of company and individual performance objectives. The bonus will be paid in a lump sum within thirty (30) days of the date of termination.

3. Stock Exercise. Any and all of the executive’s stock options, restricted stock units and other equity-based awards that are vested as of his/her date of termination shall remain exercisable for six (6) months following the date of termination.

4. Outplacement Services. Invitrogen will provide nine (9) months of outplacement assistance through a designated service provider to eligible executives. In no event shall an eligible executive receive cash or other severance benefits in lieu of outplacement assistance.

5. Continuation of Group Health Insurance Coverage. Invitrogen will also pay for the monthly premiums required to continue an eligible executive’s group health insurance coverage for a period of twelve (12) months. Continuation of group health insurance coverage will be on the same terms as during the executive’s employment, provided the executive elects to continue such benefits and remains eligible to receive such benefits in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If an eligible executive’s group health insurance coverage included his/her dependents immediately prior to the executive’s Separation Date, such dependents shall also be covered at Invitrogen’s expense.

B. No Separate Fund. All severance benefits payable under the Plan are payable from Invitrogen’s general assets. There is no separate trust or fund established for the payment of severance benefits under the Plan. All amounts shall be less all appropriate deductions, including federal, state and local withholding taxes.

C. Additional Benefits. Invitrogen reserves the right to pay benefits in addition to those required by the Plan based on special circumstances. Each exception will be considered unique and not precedent-setting. Payment of additional amounts or provision of additional benefits will be subject to such terms and conditions as Invitrogen may determine. All such determinations shall be made by Invitrogen in its sole and absolute discretion.

IV. CLAIMS PROCEDURE

Severance benefits under this Plan will automatically be paid to executives who qualify for such benefits. An executive who believes that he or she is entitled to severance benefits under this Plan that have not been provided should file a claim with Invitrogen’s Human Resources Department. The claim must be in writing. If the claim is denied, written notice of the denial will be provided within 60 days of initial receipt of the claim. Such notice will include an explanation of the factors on which the denial is based and what, if any, additional information is needed to support the claim. Further review of the claim may be obtained by filing a written request for review. The decision on the review will be made no later than 120 days after the request for review is received.

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V. STATEMENT OF RIGHTS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”)

The Plan is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The following statement is required by ERISA:

ERISA provides that all employees who may become eligible for benefits under the Plan shall be entitled to:

1. Examine, without charge, at Invitrogen’s offices all documents relating to the Plan.

2. Obtain copies of all documents relating to the Plan upon written request. A reasonable charge may be imposed for the copies.

In addition to creating rights for employees, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. These people, called “fiduciaries” of the plan, have a duty to act prudently and in the interest of all employees. No one, including Invitrogen, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have Invitrogen review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from Invitrogen and do not receive them within 30 days, you may file a suit in federal court and the court may require Invitrogen to provide the materials, unless the materials were not sent because of reasons beyond the control of Invitrogen. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about the Plan, you should contact Invitrogen (Human Resources). If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Area Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, NW, Washington, DC 20210.

VI. AMENDMENT AND TERMINATION

Invitrogen, by action of its Board of Directors or by action of any committee appointed by the Board to administer the Plan, reserves the right to terminate or amend the Plan at any time and in any manner in its sole discretion. No executive shall have any vested interest in severance benefits payable under this Plan prior to satisfying all of the terms and conditions for payment of benefits under this Plan.

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VII. EMPLOYMENT RIGHTS

Nothing in this Plan shall have any effect on Invitrogen’s right to terminate an executive, with or without cause, at any time (subject to the terms of any written employment contract between the executive and Invitrogen). The payment of severance benefits under this Plan does not extend an executive’s term of employment.

VIII. NONALIENATION OF BENEFITS

No benefit under the Plan may be assigned, transferred, pledged as security for indebtedness or otherwise encumbered by any eligible executive or subject to any legal process for the payment of any claim against an eligible executive.

IX. GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the State of California to the extent such laws are not preempted by ERISA.

X. GENERAL INFORMATION

Employer and Plan Administrator Name:	Invitrogen Corporation 1600 Faraday Avenue Carlsbad, California 92008
Employer Identification Number:	33 037 3077
Plan Number:	10010_
Type of Plan:	The Plan is an unfunded welfare benefit plan providing severance benefits
Agent For Service of Process:	CT Corporation System 818 West Seventh Los Angeles, CA 90017
Plan Year:	Calendar

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