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

November 7, 2006

Date of Report (Date of earliest event reported)

Thermo Fisher Scientific Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-8002
(Commission File Number) 04-2209186
(IRS Employer Identification No.)

81 Wyman Street, P.O. Box 9046 Waltham, Massachusetts	02454-9046
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

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:

¨ 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

     In connection with the closing on November 9, 2006 of Thermo Fisher Scientific Inc.’s (formerly Thermo Electron Corporation) (the “Company” or “Thermo Fisher”) merger with Fisher Scientific International Inc. (“Fisher”) (the “Fisher Merger”), pursuant to the Agreement and Plan of Merger dated as of May 7, 2006 by and among Thermo Fisher, Trumpet Merger Corporation (“Merger Sub”) and Fisher (the “Merger Agreement”), the Company entered into the following agreements:

Amendments to Executive Change in Control Retention Agreements

     It is Thermo Fisher’s practice, after the Fisher Merger, to enter into executive change in control retention agreements with its executive officers and certain other key employees that provide cash and equity-based severance benefits if there is a change in control of Thermo Fisher and their employment is terminated by the Company without “cause” or by the individual for “good reason,” as those terms are defined therein, within 18 months thereafter. For purposes of these agreements, a change in control exists upon (i) the acquisition by any person of 40% or more of the outstanding common stock or voting securities of Thermo Fisher; (ii) the failure of the Board to include a majority of directors who are “continuing directors,” which term is defined to include directors who were members of the Board on the date of the agreement or who subsequent to the date of the agreement were nominated or elected by a majority of directors who were “continuing directors” at the time of such nomination or election; (iii) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving Thermo Fisher or the sale or other disposition of all or substantially all of the assets of Thermo Fisher unless immediately after such transaction (a) all holders of common stock immediately prior to such transaction own more than 60% of the outstanding voting securities of the resulting or acquiring corporation in substantially the same proportions as their ownership immediately prior to such transaction and (b) no person after the transaction owns 40% or more of the outstanding voting securities of the resulting or acquiring corporation; or (iv) approval by stockholders of a complete liquidation or dissolution of Thermo Fisher.

     Prior to the Fisher Merger, the executive change in control retention agreements with executive officers and certain key employees, including each of Marijn Dekkers, Marc Casper, Guy Broadbent, Seth Hoogasian, and Peter Wilver provided, among other things, that, upon a change in control, all options to purchase common stock held by the individual as of the date of the change in control shall become fully vested and immediately exercisable, and shares of common stock issued upon exercise of such stock options and all shares of restricted common stock held by the individual as of the date of the change in control will no longer be subject to the right of repurchase by the Company. Pursuant to these agreements, all stock options and restricted grants for Messrs. Dekkers, Casper, Broadbent, Hoogasian and Wilver accelerated on November 9, 2006 in connection with the closing of the Fisher Merger; however, Mr. Dekkers waived acceleration of his stock options in connection with the closing of the Fisher Merger.

     The terms of the executive change in control retention agreement are more fully described in the Company’s Proxy Statement dated April 11, 2006.

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     On November 9, 2006, Thermo Fisher entered into an amendment to the executive change in control retention agreements with its executive officers and certain key employees, including each of Messrs. Casper, Broadbent, Hoogasian and Wilver, such that upon a change in control after November 9, 2006, each outstanding option and restricted stock award granted on or after November 9, 2006 no longer accelerates automatically upon a change in control, but vests if the employee is terminated by the Company without “cause” or by the individual with “good reason,” as those terms are defined therein, in each case within 18 months of a change in control. Through an amendment to his employment agreement, Mr. Dekkers agreed that his equity grants would no longer automatically accelerate upon a change in control but would vest upon a termination of his employment without cause or if he leaves for good reason, regardless of whether a change in control existed or not. The Form of Amendment No. 1 to Executive Change in Control Retention Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The letter agreement amending Mr. Dekkers’ employment agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K.

New Executive Change in Control Retention Agreements

     On November 9, 2006 Thermo Fisher entered into executive change in control retention agreements with certain persons who became executives on or after November 9, 2006 (“New Executives”), that provide cash and equity-based severance benefits if there is a change in control of Thermo Fisher and their employment is terminated by the Company without “cause” or by the individual for “good reason,” as those terms are defined therein, in each case within 18 months thereafter.

     The terms of the Company’s form of executive change in control retention agreement with New Executives are substantially similar to the existing form, which are more fully described in the Company’s Proxy Statement dated April 11, 2006, but taking into account the November 9, 2006 amendment described above and filed herewith. With respect to equity, the form of executive change in control retention agreement with New Executives provides (as does the amendment described above) that each outstanding option and restricted stock award granted on or after November 9, 2006 vests if the employee is terminated by the Company without “cause” or by the individual with “good reason,” as those terms are defined therein, in each case within 18 months of a change in control. The Form of Executive Change in Control Retention Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K.

Noncompetition Agreements

     Effective November 9, 2006, Thermo Fisher entered into noncompetition agreements with its executive officers and certain key employees, other than Mr. Dekkers, whose employment agreement already includes similar provisions.

     The terms of the noncompetition agreement provide that during the term of the employee’s employment with the Company, and for a period of twelve (12) months thereafter, the employee will not engage, participate or invest in or be employed by a business which competes with the Company.

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     The agreement also contains provisions that restrict the employee’s ability during the term of the employee’s employment with the Company and for a period of twelve (12) months after termination, to solicit or hire employees of the Company or to solicit customers of the Company.

     The Form of Noncompetition Agreement for executive officers other than Messrs. Casper and Broadbent is filed as Exhibit 10.4 to this Current Report on Form 8-K. The Noncompetition Agreements for Messrs. Casper and Broadbent are filed as Exhibits 10.5 and 10.6 to this Current Report on Form 10-K.

Amended Severance Agreements for Certain Executive Officers

     In connection with the execution of the noncompetition agreements with Messrs. Casper and Broadbent, effective November 9, 2006, the Company entered into amended executive severance agreements with Messrs. Casper and Broadbent. The amendments provide that if either of the executives is terminated without cause or leaves the Company for good reason, he will be entitled to severance pay equal to two times his base salary and target bonus, as well as a pro rata bonus for the year in which he is terminated. In addition, the vesting of the stock options and time-based restricted stock granted to Messrs. Casper and Broadbent on November 9, 2006, as described below, would accelerate, and Messrs. Casper and Broadbent would be entitled to benefits continuation for a period of twenty-four months following the termination.

     Amendment No. 1 to Executive Severance Agreement with Mr. Casper, dated as of November 9, 2006, is filed as Exhibit 10.7 to this Current Report on Form 8-K. Amendment No. 1 to Executive Severance Agreement with Mr. Broadbent, dated as of November 9, 2006 is filed as Exhibit 10.8 to this Current Report on Form 8-K.

Amendments to Equity Plans

     On November 9, 2006, the Board of Directors (the “Board”) of the Company approved certain changes to Thermo Fisher’s 2005 Stock Incentive Plan and Fisher’s 2005 Equity and Incentive Plan. The amended Thermo Fisher plan provides that each outstanding option and restricted stock award granted on or after November 9, 2006 vests if the employee is terminated by the Company without “cause” or by the individual with “good reason,” as those terms are defined therein, in each case within 18 months of a change in control. The amended Fisher plan conforms certain terms of the current Fisher plan to the amended Thermo Fisher plan. The Thermo Fisher Scientific Inc. 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, and the Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006, are filed as Exhibits 10.9 and 10.10, respectively, to this Current Report on Form 8-K. The form of Stock Option Agreement for options granted under the Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006, is filed as Exhibit 10.11 to this Current Report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets

     On November 9, 2006, Thermo Fisher issued a press release announcing the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of May 7, 2006, by and between Thermo Electron Corporation, Merger Sub and Fisher. Pursuant to the Merger Agreement, at the effective time of the Fisher Merger, Merger Sub merged with and into Fisher and each share of common stock of Fisher issued and outstanding immediately prior to the effective time of the Fisher Merger, subject to certain exceptions, was converted into the right to receive two shares of Thermo Fisher common stock. In addition, each

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option to acquire shares of Fisher common stock granted pursuant to option plans and other stock based awards that was outstanding and unexercised immediately prior to the effective time was converted into an option to acquire shares of Thermo Fisher common stock, as adjusted to reflect the exchange ratio.

          The foregoing description is qualified in its entirety by the text of the press release, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

          Upon the closing of the Fisher Merger (the “Closing”), the Company became a co-obligor on the following notes of Fisher:

• $300,000,000 6 ³/4% Senior Subordinated Notes due 2014

• $497,500,000 6 ¹/8% Senior Subordinated Notes due 2015

• $300,000,000 2.50% Convertible Senior Notes due 2023

• $330,000,000 3.25% Convertible Senior Subordinated Notes due 2024

• $344,600,000 Floating Rate Convertible Senior Debentures due 2033

          such that Thermo Fisher agreed to assume, jointly and severally with Fisher, the obligation to pay the principal of and any premium and interest on the notes on the dates and in the manner provided for in the relevant notes and the relevant indenture. Interest on the notes is payable semi-annually, except in respect of the Floating Rate Convertible Senior Debentures due 2033, in respect of which interest is payable quarterly. Under certain circumstances, holders of the notes can accelerate the payment obligations upon the occurrence of an event of default, as defined in the applicable indenture.

          Also upon Closing, the Company entered into supplemental indentures in respect of Fisher’s 2.50% Convertible Senior Notes due 2023, 3.25% Convertible Senior Subordinated Notes due 2024, and Floating Rate Convertible Senior Debentures due 2033, each of which was required by the applicable indenture and provided that such notes or debentures, as applicable, if and when convertible, shall be convertible into the kind and amount of shares of stock which a holder of such security would have been entitled to receive upon the merger had the notes or debentures, as applicable, been converted into the common stock of Fisher immediately prior to the merger.

          Pursuant to a consent solicitation by Fisher concluded September 20, 2006, at Closing, Thermo Fisher and Fisher executed supplemental indentures in connection with Fisher’s 6 ³/4% Senior Subordinated Notes due 2014 and 6 ¹/8% Senior Subordinated Notes due 2015 that (i) modified the covenant that required Fisher to provide certain information to the applicable trustee and holders such that the filing of periodic reports with the Securities and Exchange Commission by Thermo Fisher will satisfy the information requirement; and (ii) modified the provision addressing the effect of credit ratings on certain covenants such that the rating

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necessary for termination or suspension of such covenants will be the rating of the relevant series of notes.

     The Supplemental Indentures are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report on Form 8-K.

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

Departure of Directors

     In connection with the closing of the Fisher Merger, on November 9, 2006, Robert McCabe and John LaMattina resigned from the Board.

Election of Directors

     In connection with the closing of the Fisher Merger, on November 9, 2006, Paul Meister, Bruce Koepfgen and Scott Sperling were elected to the Board of Directors of Thermo Fisher. Mr. Meister was appointed to the Strategy Review Committee and the Executive Committee of the Board, Mr. Koepfgen was appointed to the Audit Committee of the Board and Mr. Sperling was appointed to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. The Company agreed in the Merger Agreement to amend its bylaws to provide that Mr. Meister would serve as Chairman of the Board of Directors of the Company. A copy of the amendment to Thermo Fisher’s Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K.

Compensatory Arrangements of Certain Officers

     On November 9, 2006, the Compensation Committee of Thermo Fisher took the following actions relating to executive compensation:

     Base Salary — Approval of Increases. Effective November 10, 2006, the Compensation Committee of the Board of Directors (the “Compensation Committee”) increased the annual base salary of the Company’s executive officers. The annual base salary approved by the Compensation Committee for the Company’s “named executive officers” (as defined by Item 402(a)(3) of Regulation S-K) is set forth in the table below.

     Revised Target Bonus for 2006. The Company’s executive officers have annual target cash bonus amounts, expressed as a percentage of their annual base salaries. The percentages for certain executive officers were adjusted by the Compensation Committee on November 9, 2006. The revised target bonus percentages approved by the Compensation Committee for the Company’s named executive officers are set forth in the table below.

     Stock Options — Approval of Grants for November 9, 2006. The Compensation Committee granted stock options to the Company’s executive officers under the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006. The stock option grants for the executive officers, other than Messrs. Dekkers, Casper and Broadbent

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are evidenced by the Company’s standard form of Stock Option Agreement to its directors and officers, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.12. The stock option grant to the chief executive officer, Marijn Dekkers, is evidenced by the Company’s standard form of Stock Option Agreement for Mr. Dekkers, and the letter agreement dated as of November 9, 2006 between the Company and Mr. Dekkers (described in more detail below), copies of which are filed with this Current Report on Form 8-K as Exhibits 10.13 and 10.2, respectively. The stock option grant to the executive vice president, Marc Casper, is evidenced by the Stock Option Agreement for Mr. Casper, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.14. The stock option grant to the senior vice president, Guy Broadbent, is evidenced by the Stock Option Agreement for Mr. Broadbent, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.15. The options for executive officers generally all (a) vest in equal annual installments over the five-year period commencing on the date of grant (i.e., the first 1/5 of a stock option grant would vest on the first anniversary of the date of grant) so long as the executive officer is employed by the Company on each such date, (b) have an exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant, and (c) have a term of 7 years from such date. The stock option grants approved by the Compensation Committee for the Company’s named executive officers are set forth in the table below.

          Restricted Stock – Approval of Grants for November 9, 2006.

          The Compensation Committee granted time-based restricted stock to the Company’s executive officers under the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006. The time-based restricted stock grants for the executive officers, other than Messrs. Dekkers, Casper and Broadbent, are evidenced by the Company’s standard form of Restricted Stock Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.16. The time-based restricted stock grant to the chief executive officer is evidenced by the Company’s standard form of Restricted Stock Agreement for Mr. Dekkers, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.17. The time-based restricted stock grant to the executive vice president is evidenced by the Restricted Stock Agreement for Mr. Casper, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.18. The time-based restricted stock grant to the senior vice president is evidenced by the Restricted Stock Agreement for Mr. Broadbent, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.19. The time-based restricted stock grants for executive officers generally all vest in equal annual installments over the three-year period commencing on the date of grant (i.e., the first 1/3 of a restricted stock grant would vest on the first anniversary of the date of grant) so long as the executive officer is employed by the Company on each such date.

          The Compensation Committee also granted performance-based restricted stock to the Company’s executive officers under the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006. The performance-based restricted stock grants for the executive officers are evidenced by the Company’s standard form of Performance Restricted Stock Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.20. In connection with awards of performance-based restricted stock, the Compensation Committee adopted as performance goals the measures (i) organic revenue, (ii) adjusted earnings per share and (iii) stock price. The vesting of the performance-based restricted stock awards is as follows:

• Twenty-five percent (25%) of the restricted shares shall vest on the day the Compensation Committee certifies that (i) the performance goals related to the

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Company’s organic revenues for the period 2007 and 2008 have been achieved, and (ii) the performance goals related to the Company’s stock price during the period January 1, 2009 through November 9, 2010 have been achieved, (such date of certification being referred to as the “First Revenue Vesting Date”), and another twenty-five percent (25%) of the restricted shares shall vest on the first anniversary of the First Revenue Vesting Date; and

• Twenty-five percent (25%) of the restricted shares shall vest on the day the Compensation Committee certifies that (i) the performance goals related to the Company’s adjusted earnings per share for the period 2007 and 2008 have been achieved and (ii) the performance goals related to the Company’s stock price during the period January 1, 2009 through November 9, 2010 have been achieved (such date of certification being referred to as the “First EPS Vesting Date”), and another twenty-five percent (25%) of the restricted shares shall vest on the first anniversary of the First EPS Vesting Date.

          Restricted shares may vest under one or both of the above clauses; each clause operates independently of the other. The restricted stock grants approved by the Compensation Committee for the Company’s named executive officers are set forth in the table below.

          CEO Employment Agreement -Amendment. The Compensation Committee approved, and the Company and Mr. Dekkers entered into, a letter agreement dated as of November 9, 2006 that provided that (a) all references in Mr. Dekkers’ Amended & Restated Employment Agreement to the “Reference Bonus Amount” shall mean 110% of his then current salary and (b) the stock option to purchase 549,900 shares of the Company’s common stock, exercisable for a period of 7 years from the date of grant, being granted to Mr. Dekkers on November 9, 2006, shall be in lieu of the stock option to purchase 260,000 shares of the Company’s common stock, to which he is entitled pursuant to Section 6(c) of his Amended & Restated Employment Agreement. The letter agreement also modifies certain provisions of Mr. Dekkers’ stock option and restricted stock awards granted on or after November, 9, 2006. The letter agreement with Mr. Dekkers is filed as Exhibit 10.2 to this Current Report on Form 8-K.

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										Securities
								Securities		Underlying
						Securities		Underlying		November 9,
			Target			Underlying		November 9,		2006
	Salary		Bonus for			November		2006		Restricted
	(Effective		2006			9, 2006		Restricted		Stock Grant
	November		(percentage			Option		Stock Grant		(performance-
Name	10, 2006)		of salary)			Grant		(time-based)		based)
Marijn E. Dekkers President and Chief Executive Officer	$	1,050,000		110	%		549,900		47,200		47,200
Marc N. Casper Executive Vice President	$	620,000		85	%		251,900		21,600		21,600
Guy Broadbent Senior Vice President	$	480,000		70	%		151,400		13,000		13,000
Seth H. Hoogasian Senior Vice President, General Counsel and Secretary	$	435,000		60	%		116,800		10,100		10,100
Peter M. Wilver Senior Vice President, Chief Financial Officer	$	535,000		70	%		150,400		12,900		12,900

Director Compensation Matters

     On November 7, 2006, the Board approved the following annual compensation for non-management directors, effective upon the closing of the Fisher Merger:

I. Board Members (Other than the Chairman)

A. Annual Cash Compensation

Annual Cash Retainer:	$	70,000
Additional Cash Retainer for Presiding Director:	$	3,000
Additional Cash Retainer for Chairman of Compensation Committee:	$	10,000
Additional Cash Retainer for Chairman of Audit Committee:	$	20,000
Additional Cash Retainer for Chairs of Nominating and Corporate Governance Committee; and Strategy Committee:	$	5,000

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B.	Meeting Fees
	If a Board Committee meets more than six times during a calendar year, then the members thereof shall receive the following fees for attending meetings that exceed six in number:

Committee Meeting Fees:	$1,500 per meeting attended in person, on a day other than a day on which the Board meets
	$1,000 per meeting attended in person, on the same day as a Board meeting
Telephone Committee Meeting Fees:	$750 per meeting attended by conference telephone

	Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings.
C.	Stock Options
	Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.
II.	Chairman of the Board
A.	Annual Cash Compensation
	Annual Cash Compensation (in lieu of annual retainer and meeting fees): $250,000
B.	Stock Options
	Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.
Fisher Merger Option Grant to Non-Management Directors
	In connection with the closing of the Fisher Merger, the Board also approved a grant to

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directors effective upon the closing of the Fisher Merger. Each non-management director received options for 15,600 shares, vesting 1/3 each on the first three anniversaries of the grant date, expiring seven years from the grant date. The grants are evidenced by the Company’s standard form of Stock Option Agreement to its directors and officers, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.12. In connection with this one-time grant, the Board approved an amendment to the Company’s Directors Stock Option Plan providing that directors will not receive the normal annual grant in May 2007. The Thermo Fisher Scientific Inc. Directors Stock Option Plan, as amended and restated on November 9, 2006 is filed with this Current Report on Form 8-K as Exhibit 10.21.

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

     Effective November 9, 2006, the Company’s Third Amended and Restated Certificate of Incorporation was amended to increase the number of authorized shares of the Company’s common stock and to change the name of the Company to “Thermo Fisher Scientific Inc.” A copy of the amendment to the Company’s Third Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Form 8-K.

     Also effective November 9, 2006, Thermo Fisher’s Bylaws were amended to add provisions governing the Chief Executive Officer and Chairman positions and board of director composition. The bylaw amendment provides that as of the effective date of the Fisher Merger, Mr. Dekkers shall continue to serve as President and Chief Executive Officer of the Company and Mr. Meister shall become Chairman of the board of directors of the Company. The amendment further provides that on the effective date of the Fisher Merger, and continuing for a period of three years following the effective date, the composition of the combined company’s board of directors will be maintained at a ratio of five continuing Thermo Electron directors to three continuing Fisher directors. Any vacancies on the board of directors created by the cessation of service of a director will be filled by a nominee proposed to the Nominating and Corporate Governance Committee of the Board by a majority of the remaining continuing Thermo Electron directors in the case of a vacancy from among the continuing Thermo Electron directors, and by a majority of the remaining continuing Fisher directors in the case of a vacancy from among the continuing Fisher directors. Until the third anniversary of the effective time, the affirmative vote of at least 75% of the full board of directors will be required for any amendment of or change to the bylaw provisions relating to board composition described above. A copy of the amendment to Thermo Fisher’s Bylaws is filed as Exhibit 3.2 to this Form 8-K.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

     Effective November 9, 2006, the Board of Directors of the Company approved the Thermo Fisher Scientific Inc. Code of Business Conduct and Ethics, which was intended to reconcile differences between the pre-merger Thermo Electron Corporation code and the Fisher Scientific International Inc. code. The changes from Thermo Fisher’s pre-merger code of business conduct and ethics relate primarily to the reconciliation of the two companies’ policies with respect to gifts to and from employees and restrictions on alcohol use at company functions.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

     The Report of Independent Registered Public Accounting Firm is hereby incorporated by reference to Exhibit 99.2 hereto.

     The audited consolidated balance sheets of Fisher as of December 31, 2005 and December 31, 2004 and the consolidated statements of operations, consolidated statements of changes in stockholders’ equity and other comprehensive income and consolidated statements of cash flows of Fisher for each of the three years in the period ended December 31, 2005, and the notes related thereto, are hereby incorporated by reference to Exhibit 99.3 hereto.

     The unaudited consolidated balance sheet of Fisher as of September 30, 2006 and the consolidated statement of operations, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for the period ended September 30, 2006, and the notes related thereto, are hereby incorporated by reference to Exhibit 99.4 hereto.

(b) Pro Forma Financial Information.

     The following pro forma financial information is being filed with this report as Exhibit 99.5 and is incorporated herein by reference:

     1) Unaudited pro forma condensed combined balance sheet as of September 30, 2006;

     2) Unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2006 and the year ended December 31, 2005; and

     3) Notes to unaudited pro forma condensed combined financial statements.

(d) Exhibits

     The following exhibits are filed herewith:

Exhibit
No.	Description of Exhibit
3.1	Amendment to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate of Incorporation
3.2	Amendment to Thermo Fisher Scientific Inc.’s Bylaws
4.1	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York Trust Company, N.A. as Trustee, relating to Fisher’s 6 3/4% Senior Subordinated Notes due 2014
4.2	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo

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Exhibit
No.	Description of Exhibit
	Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York Trust Company, N.A. as Trustee, relating to Fisher’s 6 1/8% Senior Subordinated Notes due 2015
4.3	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association, relating to Fisher’s 2.50% Convertible Senior Notes due 2023
4.4	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association, relating to Fisher’s 3.25% Convertible Senior Subordinated Notes due 2024
4.5	First Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York Trust Company, N.A. as Trustee, relating to Fisher’s Floating Rate Convertible Senior Debentures due 2033
10.1	Form of Amendment to Executive Change in Control Retention Agreement dated November 9, 2006 between the Registrant and certain key employees and executive officers who signed original agreements prior to November 9, 2006
10.2	Letter Agreement dated November 9, 2006, between the Registrant and Mr. Dekkers
10.3	Form of Executive Change in Control Retention Agreement dated November 9, 2006 between the Registrant and certain persons who became executives on or after November 9, 2006
10.4	Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers
10.5	Noncompetition Agreement between the Registrant and Mr. Casper, dated as of November 9, 2006
10.6	Noncompetition Agreement between the Registrant and Mr. Broadbent, dated as of November 9, 2006
10.7	Amendment No. 1 to Executive Severance Agreement with Mr. Casper, dated as of November 9, 2006
10.8	Amendment No. 1 to Executive Severance Agreement with Mr. Broadbent, dated as of November 9, 2006
10.9	Thermo Fisher Scientific Inc. 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
10.10	Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006
10.11	Form of Stock Option Agreement for use in connection with the grant of stock options under the Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006
10.12	Form of Thermo Fisher Scientific Stock Option Agreement for use in connection with the grant of stock options under the Registrant’s equity plans, as amended and restated on November 9, 2006 to officers and directors of the Registrant
10.13	Form of Thermo Fisher Scientific Inc. Stock Option Agreement for use in connection with the grant of stock options under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to Mr. Dekkers
10.14	Stock Option Agreement dated November 9, 2006 with Mr. Casper
10.15	Stock Option Agreement dated November 9, 2006 with Mr. Broadbent
10.16	Form of Thermo Fisher Scientific Inc. Restricted Stock Agreement for use in connection with the grant of restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to officers of the Registrant
10.17	Form of Thermo Fisher Scientific Inc. Restricted Stock Agreement for use in connection with the grant of restricted stock under the Registrant’s 2005 Stock

13

Exhibit
No.	Description of Exhibit
	Incentive Plan, as amended and restated on November 9, 2006 to Mr. Dekkers
10.18	Restricted Stock Agreement dated November 9, 2006 with Mr. Casper
10.19	Restricted Stock Agreement dated November 9, 2006 with Mr. Broadbent
10.20	Form of Thermo Fisher Scientific Inc. Performance Restricted Stock Agreement for use in connection with the grant of performance restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
10.21	Thermo Fisher Scientific Directors Stock Option Plan, as amended and restated on November 9, 2006
10.22	Summary of Thermo Fisher Scientific Inc. Annual Director Compensation
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm
99.1	Press Release dated November 9, 2006
99.2	Report of Independent Registered Public Accounting Firm (incorporated by reference to Fisher Scientific International Inc.’s Current Report on Form 8-K filed May 11, 2006)
99.3	The audited consolidated balance sheets of Fisher Scientific International Inc. as of December 31, 2005 and December 31, 2004 and the consolidated statements of operations, consolidated statements of changes in stockholders’ equity and other comprehensive income and consolidated statements of cash flows of Fisher for each of the three years in the period ended December 31, 2005, and the notes related thereto (incorporated by reference to Fisher Scientific International Inc.’s Current Report on Form 8-K filed May 11, 2006)
99.4	The unaudited consolidated balance sheet of Fisher Scientific International Inc. as of September 30, 2006 and the consolidated statement of operations, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for the period ended September 30, 2006, and the notes related thereto (incorporated by reference to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2006)
99.5	Pro Forma financial information listed in Item 9.01(b)

14

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 thereunto duly authorized, on this 14^th day of November, 2006.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary

15

EXHIBIT INDEX

Exhibit
No.	Description of Exhibit
3.1	Amendment to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate of Incorporation
3.2	Amendment to Thermo Fisher Scientific Inc.’s Bylaws
4.1	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York Trust Company, N.A. as Trustee, relating to Fisher’s 6 3/4% Senior Subordinated Notes due 2014
4.2	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York Trust Company, N.A. as Trustee, relating to Fisher’s 6 1/8% Senior Subordinated Notes due 2015
4.3	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association, relating to Fisher’s 2.50% Convertible Senior Notes due 2023
4.4	Second Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association, relating to Fisher’s 3.25% Convertible Senior Subordinated Notes due 2024
4.5	First Supplemental Indenture, dated as of November 9, 2006, between Thermo Fisher Scientific Inc., Fisher Scientific International Inc. and the Bank of New York Trust Company, N.A. as Trustee, relating to Fisher’s Floating Rate Convertible Senior Debentures due 2033
10.1	Form of Amendment to Executive Change in Control Retention Agreement dated November 9, 2006 between the Registrant and certain key employees and executive officers who signed original agreements prior to November 9, 2006
10.2	Letter Agreement dated November 9, 2006, between the Registrant and Mr. Dekkers
10.3	Form of Executive Change in Control Retention Agreement dated November 9, 2006 between the Registrant and certain persons who became executives on or after November 9, 2006
10.4	Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers
10.5	Noncompetition Agreement between the Registrant and Mr. Casper, dated as of November 9, 2006
10.6	Noncompetition Agreement between the Registrant and Mr. Broadbent, dated as of November 9, 2006
10.7	Amendment No. 1 to Executive Severance Agreement with Mr. Casper, dated as of November 9, 2006
10.8	Amendment No. 1 to Executive Severance Agreement with Mr. Broadbent, dated as of November 9, 2006
10.9	Thermo Fisher Scientific Inc. 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
10.10	Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006
10.11	Form of Stock Option Agreement for use in connection with the grant of stock options under the Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006
10.12	Form of Thermo Fisher Scientific Stock Option Agreement for use in connection with the grant of stock options under the Registrant’s equity plans, as amended and restated on November 9, 2006 to officers and directors of the Registrant

16

Exhibit
No.	Description of Exhibit
10.13	Form of Thermo Fisher Scientific Inc. Stock Option Agreement for use in connection with the grant of stock options under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to Mr. Dekkers
10.14	Stock Option Agreement dated November 9, 2006 with Mr. Casper
10.15	Stock Option Agreement dated November 9, 2006 with Mr. Broadbent
10.16	Form of Thermo Fisher Scientific Inc. Restricted Stock Agreement for use in connection with the grant of restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to officers of the Registrant
10.17	Form of Thermo Fisher Scientific Inc. Restricted Stock Agreement for use in connection with the grant of restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to Mr. Dekkers
10.18	Restricted Stock Agreement dated November 9, 2006 with Mr. Casper
10.19	Restricted Stock Agreement dated November 9, 2006 with Mr. Broadbent
10.20	Form of Thermo Fisher Scientific Inc. Performance Restricted Stock Agreement for use in connection with the grant of performance restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
10.21	Thermo Fisher Scientific Directors Stock Option Plan, as amended and restated on November 9, 2006
10.22	Summary of Thermo Fisher Scientific Inc. Annual Director Compensation
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm
99.1	Press Release dated November 9, 2006
99.2	Report of Independent Registered Public Accounting Firm (incorporated by reference to Fisher Scientific International Inc.’s Current Report on Form 8-K filed May 11, 2006)
99.3	The audited consolidated balance sheets of Fisher Scientific International Inc. as of December 31, 2005 and December 31, 2004 and the consolidated statements of operations, consolidated statements of changes in stockholders’ equity and other comprehensive income and consolidated statements of cash flows of Fisher for each of the three years in the period ended December 31, 2005, and the notes related thereto (incorporated by reference to Fisher Scientific International Inc.’s Current Report on Form 8-K filed May 11, 2006)
99.4	The unaudited consolidated balance sheet of Fisher Scientific International Inc. as of September 30, 2006 and the consolidated statement of operations, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for the period ended September 30, 2006, and the notes related thereto (incorporated by reference to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2006)
99.5	Pro Forma financial information listed in Item 9.01(b)

17

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT OF
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO ELECTRON CORPORATION

          Thermo Electron Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”),

          DOES HEREBY CERTIFY:

          FIRST: That by an action by the Board of Directors dated July 13, 2006, resolutions were duly adopted setting forth proposed amendments of the Third Amended and Restated Certificate of Incorporation of the Company. The resolutions setting forth the proposed amendments are as follows:

          RESOLVED, that, following approval of the stockholders of the Company, and effective upon the Effective Time (as such term is defined in the Agreement and Plan of Merger, dated May 7, 2006, by and among the Company, Fisher Scientific International Inc. and Trumpet Merger Corporation), Article FIRST to the Company’s Third Amended and Restated Certificate of Incorporation shall be amended to read in its entirety as follows: “FIRST: The name of the Company is Thermo Fisher Scientific Inc.”

          RESOLVED, that, upon approval of the stockholders of the Company, the first paragraph of Article FOURTH to the Company’s Third Amended and Restated Certificate of Incorporation shall be amended by deleting the words “Three Hundred Fifty Million (350,000,000)” in the first sentence thereof and inserting in its place the words “One Billion Two Hundred Million (1,200,000,000)”.

          SECOND: That at a meeting and vote of stockholders dated August 30, 2006, said amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

          THIRD: That Article FIRST to the Company’s Third Amended and Restated Certificate of Incorporation be, and it hereby is, amended to read in its entirety as follows:

          “FIRST: The name of the Company is Thermo Fisher Scientific Inc.”

          FOURTH: That the first paragraph of Article FOURTH to the Company’s Third Amended and Restated Certificate of Incorporation be, and it hereby is, amended by deleting the words “Three Hundred Fifty Million (350,000,000)” in the first sentence thereof and inserting in its place the words “One Billion Two Hundred Million (1,200,000,000)”

          FIFTH: That the amendments of the Company’s Third Amended and Restated Certificate of Incorporation herein certified have been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said Thermo Electron Corporation has caused this certificate to be signed by its President and Chief Executive Officer, and attested by its Vice President, General Counsel and Secretary, this 9^th day of November, 2006.

		By:	/s/ Marijn E. Dekkers
			Name: Marijn E. Dekkers Title: President and Chief Executive Officer
ATTEST:
By:	/s/ Seth H. Hoogasian
	Name: Seth H. Hoogasian Title: Vice President, General Counsel and Secretary

-2-

EX-3.2

EXHIBIT 3.2

As amended and effective as of November 9, 2006

THERMO FISHER SCIENTIFIC INC.
(Formerly known as Thermo Electron Corporation)

BY-LAWS

TABLE OF CONTENTS

Title	Page
ARTICLE I — STOCKHOLDERS		1
Section 1. Annual Meeting		1
Section 2. Special Meetings		1
Section 3. Notice of Meetings		1
Section 4. Quorum; Adjournments		1
Section 5. Voting; Proxies		2
Section 6. Inspectors of Elections		2
Section 7. Presiding Officer and Secretary		2
Section 8. List of Stockholders		3
Section 9. Advance Notice of Stockholder Nominations and Proposals		3
Section 10. Action Without Meeting		5
ARTICLE II — DIRECTORS		6
Section 1. General Powers		6
Section 2. Number and Qualification		6
Section 3. Classes of Directors		6
Section 4. Terms of Office		6
Section 5. Vacancies		7
Section 6. Resignations		7
Section 7. Meetings		7
Section 8. Notice of Meetings		7
Section 9. Quorum		7
Section 10. Action at Meeting		7
Section 11. Action by Consent		8
Section 12. Meetings by Telephone Conference Call		8
Section 13. Compensation of Directors		8
Section 14. Committees		8
Section 15. CEO and Chairman Positions; Board Composition		9

Title	Page
ARTICLE III — OFFICERS		9
Section 1. General Provisions; Qualification		9
Section 2. Election		10
Section 3. Tenure		10
Section 4. Resignation and Removal		10
Section 5. Vacancies		10
Section 6. The Chief Executive Officer		10
Section 7. The President		10
Section 8. Vice Presidents		10
Section 9. Chief Financial Officer		10
Section 10. General Counsel		11
Section 11. The Treasurer		11
Section 12. The Secretary		11
Section 13. Assistant Treasurers		11
Section 14. Assistant Secretaries		11
Section 15. Other Officers		11
Section 16. Delegation of Duties		11
Section 17. Salaries		12
ARTICLE IV — CAPITAL STOCK		12
Section 1. Certificates for Shares		12
Section 2. Transfer of Shares of Stock		12
Section 3. Lost, Stolen or Destroyed Certificates		12
Section 4. Record Date		12
Section 5. Regulations		13
ARTICLE V — GENERAL PROVISIONS		13
Section 1. Fiscal Year		13
Section 2. Corporate Seal		13
Section 3. Waiver of Notice		13
Section 4. Voting of Securities		14
Section 5. Evidence of Authority		14
Section 6. Certificate of Incorporation		14
Section 7. Transactions with Interested Parties		14
Section 8. Severability		15
Section 9. Limitation on Stock Option Repricing		15
ARTICLE VI — AMENDMENTS		15
Section 1. By the Board of Directors		15
Section 2. By the Stockholders		15
Section 3. Certain Provisions		15

THERMO FISHER SCIENTIFIC INC.
(Formerly known as Thermo Electron Corporation)

BY-LAWS

ARTICLE I — STOCKHOLDERS

     Section 1. Annual Meeting. The 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 may each year fix.

     Section 2. Special Meetings. Special meetings of stockholders may be called only by the Board of Directors, the Chairman of the Board of Directors, or the Chief Executive Officer. Special meetings may be held at such place, on such date, and at such time as the person(s) calling the meeting may specify. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The Board of Directors may postpone or reschedule any previously scheduled special meeting.

     Section 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, except as otherwise required by the Delaware General Corporation Law (meaning, here and hereinafter, the General Corporation Law of the State of Delaware, as amended and in effect from time to time, the “Delaware General Corporation Law”).

     Section 4. Quorum; Adjournments. 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 the Certificate of Incorporation or the Delaware General Corporation Law. Where a separate vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

     If a quorum shall fail to attend any meeting, the presiding officer may adjourn the meeting to another place, date, or time. 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 that could have been transacted at the original meeting.

     Section 5. Voting; Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder unless otherwise provided by the Delaware General Corporation Law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for the stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law, delivered in accordance with the procedure established for the meeting. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

     When a quorum is present at any meeting, the affirmative vote of holders of a majority of the stock present or represented and entitled to vote and voting affirmatively or negatively on a matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series, the holders of a majority of the stock of that class present or represented and voting affirmatively or negatively on a matter) shall constitute stockholder action on any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by the Delaware General Corporation Law, the Certificate of Incorporation or these By-laws. Except as may be otherwise required by the Certificate of Incorporation, any election by stockholders of directors shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.

     Section 6. Inspectors of Elections. The Corporation may, and to the extent required by the Delaware General Corporation Law, shall, in advance of any meeting of the stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof and perform the other duties of inspectors at meetings of stockholders as set forth in the Delaware General Corporation Law. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by the Certificate of Incorporation or the Delaware General Corporation Law, shall, appoint one or more persons to act at the meeting. Each inspector, before entering the discharge of the inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability.

     Section 7. Presiding Officer and Secretary. The Chairman of the Board, or in the Chairman’s absence, the Chief Executive Officer, or in the Chief Executive Officer’s absence, the President, or in the President’s absence, the Chief Financial Officer, in such order, shall call meetings of the stockholders to order, and shall act as presiding officer of such meeting. The presiding officer shall determine the order of business and the procedure at meetings, including such regulation of the manner of voting and the conduct of discussion as seem to the presiding officer in order. The presiding officer shall have the power to adjourn meetings to another place, date, and time. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. The Secretary of the Corporation, or in the Secretary’s absence, any Assistant Secretary, shall act as the secretary at all meetings of the stockholders, but in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint any person to act as secretary of the meeting.

2

     Section 8. List of Stockholders. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting. The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspected by any stockholder who is present.

     Section 9. Advance Notice of Stockholder Nominations and Proposals.

     1. Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice with respect to such meeting, (b) by or at the direction of the Board or (c) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 9.

     2. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a proper matter for stockholder action under the Delaware General Corporation Law, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under the Delaware General Corporation Law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 9, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 9. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 60 or more than 75 days prior to the first anniversary (the “Anniversary”) of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90^th day prior to such annual meeting or (ii) the 10^th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person

3

whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the nomination or proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under the Delaware General Corporation Law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

     3. Notwithstanding anything in the second sentence of the second paragraph of this Section 9 to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least 70 days prior to the Anniversary, a stockholder’s notice required by this By-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10^th day following the day on which such public announcement is first made by the Corporation.

     4. Only persons nominated in accordance with the procedures set forth in this Section 9 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 9. The presiding officer of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these By-laws and, if any proposed nomination or business is not in compliance with these By-laws, to declare that such defective proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

     5. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board or (b) by any stockholder of record of the Corporation who is a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section

4

9, including, without limitation, the procedures regarding Solicitation Notices. Nominations by stockholders of persons for election to the Board may be made at such a special meeting of stockholders if the stockholder’s notice required by the second paragraph of this Section 9 shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90^th day prior to such special meeting or the 10^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

     For purposes of this Section 9, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 9. Nothing in this Section 9 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     Section 10. Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Deliveries made to the Corporation’s registered office in Delaware shall be by hand or certified or registered mail, return receipt requested. Each such written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the Corporation in the manner specified in this paragraph within sixty (60) days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

     If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the Secretary of the Corporation that such notice was given shall be filed with the records of the meetings of stockholders.

     In the event that the action consented to is such as would have required the filing of a certificate under any provision of the Delaware General Corporation Law, if such action had

5

been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of the Delaware General Corporation Law.

ARTICLE II — DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the Corporation except as otherwise provided by the Certificate of Incorporation or the Delaware General Corporation Law. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by the Certificate of Incorporation or the Delaware General Corporation Law, may exercise the powers of the full Board of Directors until the vacancy is filled. The Board of Directors may appoint a Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall perform such duties and possess such powers as are assigned to the Chairman by the Board of Directors.

     Section 2. Number and Qualification. Except as otherwise required by the Certificate of Incorporation, the number of directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors, but in no event shall be less than three (3). The number of directors may be increased at any time by resolution of the Board of Directors. The number of directors may be decreased at any time and from time to time by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The Board of Directors shall be comprised of a majority of directors who are determined by the Board of Directors to be independent directors as such term is defined by Section 303A(2) of the New York Stock Exchange Listed Company Manual.

     Section 3. Classes of Directors. The Board of Directors shall be divided into three classes as nearly as equal in number as possible. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly as equal as possible. Such classes shall consist of one class of directors who shall be elected for a three-year term expiring at the annual meeting of stockholders held in 1986; a second class of directors who shall be elected for a three-year term expiring at the annual meeting of stockholders held in 1987; and a third class of directors who shall be elected for a three-year term expiring at the annual meeting of stockholders held in 1988. At each annual meeting of stockholders beginning in 1986, the successors of the class of directors whose term expires at that annual meeting shall be elected for a three-year term.

     Section 4. Terms of Office. Subject to Section 5 of this Article II, each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided that the term of each director shall be subject to the election and qualification of such director’s successor and to such director’s earlier death, resignation or removal.

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     Section 5. Vacancies. Except as otherwise required by the Certificate of Incorporation or the Delaware General Corporation Law, any vacancy in the Board of Directors, however occurring, or any newly-created directorship resulting from an enlargement of the size of the Board of Directors, shall be filled only by vote of a majority of the directors then in office, even if less than a quorum, or by the sole remaining director and not by the stockholders. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office, and a director chosen to fill a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject in each case to the election and qualification of the director’s successor and to the director’s earlier death, resignation or removal.

     Section 6. Resignations. Any director may resign by delivering a written resignation to the Corporation at its principal office or to the Chief Executive Officer or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

     Section 7. Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, a majority of the total number of the whole Board of Directors, or by one director in the event that there is only a single director in office and may held at any time and place, within or without the State of Delaware, as specified by the person(s) calling the meeting.

     Section 8. Notice of Meetings. No notice of the annual or other regular meetings of the Board of Directors need be given. Notice of any special meeting of directors shall be given to each director by the Secretary. Notice to each director shall be duly given by mailing the same not later than the second business day before the meeting, or by giving notice in person, by fax, by telephone, or by any other electronic means not later than four hours before the meeting. No notice of a meeting need be given if all directors are present in person. Any business may be transacted at any meeting of the Board of Directors, whether or not specified in a notice of the meeting.

     Section 9. Quorum. A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time to a different date, place, or time without further notice (or waiver of notice) other than announcement at the meeting, until a quorum shall be present.

     Section 10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall be sufficient to take any action, unless a different vote is specified by the Delaware General Corporation Law, the Certificate of Incorporation or these By-laws.

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     Section 11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board of Directors or committee.

     Section 12. Meetings by Telephone Conference Call. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such 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 participation by such means shall constitute presence in person at such meeting.

     Section 13. Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings of the Board of Directors or committees of the Board of Directors as the Board of Directors or any committee to which the Board has delegated responsibility for establishing director compensation may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent, subsidiary, or affiliate corporations in any other capacity and receiving compensation for such service.

     Section 14. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. In addition to other committees that the Board of Directors may designate from time to time, the Board of Directors shall designate a Compensation Committee, an Audit Committee, a Nominating and Corporate Governance Committee and a Shareholder Rights Plan Committee, each of which shall be comprised only of directors of the Corporation who are determined by the Board of Directors (i) to be “independent directors” as such term is defined by Section 303A(2) of the New York Stock Exchange Listed Company Manual and (ii) with respect to members of the Audit Committee only, to also be “independent” as such term is defined by Rule 10A-3(b)(1) of the Securities and Exchange Commission. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the Delaware General Corporation Law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors. A majority of the members of a committee shall constitute a quorum unless the committee consist of one or two members, in which event, one member shall

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constitute a quorum. All matters shall be determined by a majority vote of the committee members present.

     Section 15. CEO and Chairman Positions; Board Composition.

     (a) The Board of Directors of the Corporation has resolved that, as of the Effective Time (as defined in the Agreement and Plan of Merger, dated May 7, 2006, by and among Thermo Electron Corporation (“Thermo Electron”), Trumpet Merger Corporation and Fisher Scientific International Inc. (“Fisher”)) as the same may be amended from time to time (the “Merger Agreement”), Marijn E. Dekkers shall continue to serve as President and Chief Executive Officer of the Corporation and Paul M. Meister shall become Chairman of the Board of Directors of the Corporation.

     (b) As of the Effective Time, and continuing for a period of three years following the Effective Time: (i) the ratio of Continuing Thermo Electron Directors to Continuing Fisher Directors serving on the Board of Directors of the Corporation shall be maintained at five to three; (ii) all vacancies on the Board of Directors of the Corporation created by the cessation of service of a Continuing Thermo Electron Director shall be filled by a nominee proposed to the Nominating and Corporate Governance Committee of the Board of Directors of the Corporation by a majority of the remaining Continuing Thermo Electron Directors; and (iii) all vacancies on the Board of Directors of the Corporation created by the cessation of service of a Continuing Fisher Director shall be filled by a nominee proposed to the Nominating and Corporate Governance Committee of the Board of Directors of the Corporation by a majority of the remaining Continuing Fisher Directors. The terms “Continuing Thermo Electron Directors” and “Continuing Fisher Directors” shall for purposes of this Section 15 mean, respectively, the directors of Thermo Electron or Fisher, as the case may be, as of the Effective Time who were selected to be directors of the Corporation as of the Effective Time by Thermo Electron or Fisher, as the case may be, prior to the Effective Time, and any additional directors of the Corporation who take office after the Effective Time who are nominated, or proposed to the Nominating and Corporate Governance Committee of the Board of Directors of the Corporation, by a majority of the Continuing Thermo Electron Directors or the Continuing Fisher Directors, as the case may be.

     (c) Until the third anniversary of the Effective Time, any amendment of or change to Section 15(b) of these By-Laws shall require the affirmative vote of at least 75% of the full Board of Directors of the Corporation.

ARTICLE III — OFFICERS

     Section 1. General Provisions; Qualification. The officers of the Corporation shall be a Chief Executive Officer, a President, a Chief Financial Officer, a General Counsel, a Treasurer and a Secretary, and may include one or more Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries and such other officers as the Board of Directors may deem appropriate. Any two or more offices may be held by the same person.

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     Section 2. Election. The Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel, the Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

     Section 3. Tenure. Except as otherwise provided by the Delaware General Corporation Law, by the Certificate of Incorporation or by these By-laws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the vote choosing or appointing such officer, or until such officer’s earlier death, resignation or removal.

     Section 4. Resignation and Removal. Any officer may resign by delivering a written resignation to the Corporation at its principal office or to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer may be removed at any time, with or without cause by vote of the Board of Directors.

     Section 5. Vacancies. The Board of Directors may at any time fill any vacancy occurring in any office for any reason. Each such successor shall hold office for the unexpired term of such successor’s predecessor and until such successor’s successor is elected and qualified, or until such successor’s earlier death, resignation or removal.

     Section 6. The Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation. Subject to the control of the Board of Directors, the Chief Executive Officer shall have general charge of the business and affairs of the Corporation. The Chief Executive Officer shall employ and discharge employees and agents of the Corporation, except such as shall hold their offices by appointment of the Board of Directors, but the Chief Executive Officer may delegate these powers to other officers as to employees under their immediate supervision. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

     Section 7. The President. The Board of Directors may appoint an officer of the Corporation to serve as the President of the Corporation. The President shall perform such of the duties of the Chief Executive Officer of the Corporation on behalf of the Corporation as may be assigned to the President from time to time by the Board of Directors or the Chief Executive Officer. In the absence or inability of the Chief Executive Officer to act, the President shall have and possess all of the powers and discharge all of the duties of the Chief Executive Officer, subject to the control of the Board of Directors.

     Section 8. Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, or the President may from time to time prescribe.

     Section 9. Chief Financial Officer. The Board of Directors shall appoint an officer to serve as the Chief Financial Officer of the Corporation. The Chief Financial Officer shall be responsible for the Corporation’s public financial reporting obligations and shall have such further powers and duties as are incident to the position of Chief Financial Officer, subject to the

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direction of the Chief Executive Officer and the Board of Directors.

     Section 10. General Counsel. The Board of Directors shall appoint an officer to serve as the General Counsel of the Corporation. The General Counsel shall be the chief legal officer of the Corporation and shall be responsible for all legal affairs of the Corporation, and shall have such further powers and duties as are incident to the position of General Counsel.

     Section 11. The Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to the Treasurer by the Board of Directors or the Chief Executive Officer. In addition, subject to the direction of the Board of Directors, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including, without limitation, the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories, to disburse such funds, to make proper accounts of such funds, and to render statements of all such transactions and of the financial condition of the Corporation. The Treasurer shall report directly to the Chief Executive Officer.

     Section 12. The Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and of the stockholders and shall attend to the giving and serving of all notices of the Corporation. The Secretary shall have custody of the seal of the Corporation and shall affix the seal to all certificates of shares of stock of the Corporation and to such other papers or documents as may be proper and, when the seal is so affixed, the Secretary shall attest the same by the Secretary’s signature wherever required. The Secretary shall have charge of the stock certificate book, transfer book, and stock ledger, and such other books and papers as the Board of Directors may direct. The Secretary shall, in general, perform all the duties of secretary, subject to the control of the Board of Directors.

     Section 13. Assistant Treasurers. In the absence or inability of the Treasurer to act, any Assistant Treasurer may perform all the duties and exercise all of the powers of the Treasurer, subject to the control of the Board of Directors. An Assistant Treasurer shall also perform such other duties as the Board of Directors, the Chief Executive Officer, or the Treasurer may from time to time prescribe.

     Section 14. Assistant Secretaries. In the absence or inability of the Secretary to act, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary, subject to the control of the Board of Directors. An Assistant Secretary shall also perform such other duties as the Board of Directors, the Chief Executive Officer, or the Secretary may from time to time prescribe.

     Section 15. Other Officers. Other officers shall perform such duties and have such powers as may from time to time be assigned to them by the Board of Directors.

     Section 16. Delegation of Duties. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer, for the time being, the powers or duties, or any of them, of such officer upon any other officer, or upon any director.

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     Section 17. Salaries. Officers of the Corporation shall be entitled to such salaries, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. Certificates for Shares. Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of the Board, the Chief Executive Officer, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or Treasurer or an Assistant Treasurer, certifying the class and number of shares of record owned by such stockholder. Any or all of the signatures may be a facsimile.

     Section 2. Transfer of Shares 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 3 of this Article IV of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

     Section 3. 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 or transfer agent may establish concerning proof of such loss, theft, or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

     Section 4. Record Date.

     (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may, except as otherwise required by the Delaware General Corporation Law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion, or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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     (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received by the Secretary, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceeding of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

     Section 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.

ARTICLE V — GENERAL PROVISIONS

     Section 1. Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the Corporation shall end on December 31, beginning with the fiscal year ending December 31, 2003.

     Section 2. Corporate Seal. The corporate seal shall be in such form as may be approved by the Board of Directors. The corporate seal may be altered from time to time by the Board.

     Section 3. Waiver of Notice. Whenever any notice whatsoever is required to be given by the Delaware General Corporation Law, by the Certificate of Incorporation or by these By-laws, a written waiver of such notice signed by the person entitled to such notice or such person’s duly authorized attorney, 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 person. Neither the business nor the purpose of any meeting need be specified in such a waiver. The appearance of such person at such meeting in person or by proxy, shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness or lack of notice.

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     Section 4. Voting of Securities. Subject always to the specific directions of the Board of Directors, any officer of the Corporation may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this Corporation. The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

     Section 5. Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

     Section 6. Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Third Amended and Restated Certificate of Incorporation of the Corporation, as amended, restated and in effect from time to time.

     Section 7. Transactions with Interested Parties. No contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors that authorizes the contract or transaction or solely because the interested directors’ votes are counted for such purpose, if:

          (1) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

          (2) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction.

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     Section 8. Severability. Any determination that any provision of these By-laws is for any reason inapplicable, illegal, or ineffective shall not affect or invalidate any other provision of these By-laws.

     Section 9. Limitation on Stock Option Repricing. No stock option granted to an officer or director of the Corporation shall, after issuance, be repriced to a lower exercise price (other than adjustments for stock splits, stock dividends, spinoffs, recapitalizations and like events), without the prior affirmative vote of the holders of a majority of the shares of capital stock of the Corporation present at a stockholders meeting in person or by proxy and entitled to vote thereon.

ARTICLE VI — AMENDMENTS

     Section 1. By the Board of Directors. In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law and the Certificate of Incorporation, the Board of Directors is expressly authorized to alter, amend or repeal any provision of these By-laws or make new by-laws.

     Section 2. By the Stockholders. Except as otherwise provided in Section 3 of this Article VI, the stockholders of the Corporation shall have the power to alter, amend or repeal any provision of these By-laws or make new by-laws by affirmative vote of the holders of a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote, voting together as a single class; provided, however, that the power of the stockholders to, alter, amend or repeal any provision of these By-laws or make any new by-laws is further subject to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation as may be required by the Delaware General Corporation Law, the Certificate of Incorporation, or these By-laws.

     Section 3. Certain Provisions. Notwithstanding any other provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these By-laws (including Section 2 of this Article VI), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to alter, amend or repeal, or make any new by-laws inconsistent with, Article II or this Article VI of these By-laws. This Section 3 is not intended to abrogate or otherwise affect the power of the Board of Directors to amend Article II or Article VI pursuant to Section 1 of this Article VI.

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EX-4.1

EXHIBIT 4.1

SUPPLEMENTAL INDENTURE

FISHER SCIENTIFIC INTERNATIONAL INC.

6³/4% Senior Subordinated Notes due 2014

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF NOVEMBER 9, 2006

The Bank of New York Trust Company, N.A., as Trustee

     SECOND SUPPLEMENTAL INDENTURE, dated as of November 9, 2006, between Fisher Scientific International Inc., a Delaware corporation (the “Company”), Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation, “Thermo”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

     WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of August 3, 2004 (the “Indenture”), pursuant to which the Company issued its 6³/4% Senior Subordinated Notes Due 2014 (the “Notes”);

     WHEREAS, on May 8, 2006, Thermo and the Company announced that they and Trumpet Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Thermo (“Merger Sub”), had entered into an Agreement and Plan of Merger, dated as of May 7, 2006, pursuant to which Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Thermo (the “Merger”);

     WHEREAS, in connection with the Merger, Thermo desires to fully, unconditionally and irrevocably assume, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture;

     WHEREAS, Section 9.1 of the Indenture provides that the Company and the Trustee may amend the Indenture and the Notes without notice to or the consent of any Holder to make any change that does not adversely affect the rights of any Holder;

     WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

     WHEREAS, this Second Supplemental Indenture is being executed simultaneously with the closing of the Merger.

     NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1. CO-OBLIGATION

     Section 1.01. Thermo hereby fully, unconditionally and irrevocably assumes and agrees to perform and discharge, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture. The obligations of Thermo hereunder are primary and not merely those of a surety. Thermo hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Company, protest or notice and all demands whatsoever with respect to the Notes or the indebtedness evidenced thereby.

     Section 1.02. The agreements of Thermo herein shall be valid and obligatory with respect to any Note that heretofore or hereinafter has been authenticated and delivered under the Indenture.

ARTICLE 2. MISCELLANEOUS

     Section 2.01. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Second Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Second Supplemental Indenture.

     Section 2.02. All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

     Section 2.03. This Second Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this Second Supplemental Indenture have been delivered by each party hereto to the other party hereto.

     Section 2.04. All provisions of this Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect.

     Section 2.05. In case any provisions in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 2.06. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture.

     Section 2.07. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and Thermo.

     Section 2.08. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     Section 2.09. All covenants and agreements in this Second Supplemental Indenture by the Company, Thermo and the Trustee shall be binding upon and accrue to the benefit of their respective successors. Nothing in this Second Supplemental Indenture express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

     Section 2.10. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

     IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Kenneth J. Apicerno
	Name: Kenneth J. Apicerno
	Title: Treasurer
FISHER SCIENTIFIC INTERNATIONAL INC.
By:	/s/ Michael Dambach
	Name: Michael Dambach
	Title: Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ Peter M. Murphy
	Name: Peter M. Murphy
	Title: Vice President

EX-4.2

EXHIBIT 4.2

SUPPLEMENTAL INDENTURE

FISHER SCIENTIFIC INTERNATIONAL INC.

6¹/₈% Senior Subordinated Notes due 2015

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF NOVEMBER 9, 2006

The Bank of New York Trust Company, N.A., as Trustee

     SECOND SUPPLEMENTAL INDENTURE, dated as of November 9, 2006, between Fisher Scientific International Inc., a Delaware corporation (the “Company”), Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation, “Thermo”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

     WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of July 15, 2005 (the “Indenture”), pursuant to which the Company issued its 6¹/8% Senior Subordinated Notes Due 2015 (the “Notes”);

     WHEREAS, on May 8, 2006, Thermo and the Company announced that they and Trumpet Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Thermo (“Merger Sub”), had entered into an Agreement and Plan of Merger, dated as of May 7, 2006, pursuant to which Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Thermo (the “Merger”);

     WHEREAS, in connection with the Merger, Thermo desires to fully, unconditionally and irrevocably assume, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture;

     WHEREAS, Section 9.1 of the Indenture provides that the Company and the Trustee may amend the Indenture and the Notes without notice to or the consent of any Holder to make any change that does not adversely affect the rights of any Holder;

     WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

     WHEREAS, this Second Supplemental Indenture is being executed simultaneously with the closing of the Merger.

     NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1. CO-OBLIGATION

     Section 1.01. Thermo hereby fully, unconditionally and irrevocably assumes and agrees to perform and discharge, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture. The obligations of Thermo hereunder are primary and not merely those of a surety. Thermo hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Company, protest or notice and all demands whatsoever with respect to the Notes or the indebtedness evidenced thereby.

     Section 1.02. The agreements of Thermo herein shall be valid and obligatory with respect to any Note that heretofore or hereinafter has been authenticated and delivered under the Indenture.

ARTICLE 2. MISCELLANEOUS

     Section 2.01. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Second Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Second Supplemental Indenture.

     Section 2.02. All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

     Section 2.03. This Second Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this Second Supplemental Indenture have been delivered by each party hereto to the other party hereto.

     Section 2.04. All provisions of this Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect.

     Section 2.05. In case any provisions in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 2.06. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture.

     Section 2.07. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and Thermo.

     Section 2.08. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     Section 2.09. All covenants and agreements in this Second Supplemental Indenture by the Company, Thermo and the Trustee shall be binding upon and accrue to the benefit of their respective successors. Nothing in this Second Supplemental Indenture express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

     Section 2.10. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

     IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Kenneth J. Apicerno
	Name: Kenneth J. Apicerno
	Title: Treasurer
FISHER SCIENTIFIC INTERNATIONAL INC.
By:	/s/ Michael Dambach
	Name: Michael Dambach
	Title: Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ Peter M. Murphy
	Name: Peter M. Murphy
	Title: Vice President

EX-4.3

EXHIBIT 4.3

SUPPLEMENTAL INDENTURE

FISHER SCIENTIFIC INTERNATIONAL INC.

2.50% Convertible Senior Notes due 2023

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF NOVEMBER 9, 2006

The Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association

     SECOND SUPPLEMENTAL INDENTURE, dated as of November 9, 2006, between Fisher Scientific International Inc., a Delaware corporation (the “Company”), Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation, “Thermo”) and The Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association, (the “Trustee”).

     WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of July 7, 2003 as supplemented by a Supplemental Indenture, dated as of May 9, 2005 (together, the “Indenture”), pursuant to which the Company issued its 2.50% Convertible Senior Notes due 2023 (the “Notes”);

     WHEREAS, on May 8, 2006, Thermo and the Company announced that they and Trumpet Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Thermo (“Merger Sub”), had entered into an Agreement and Plan of Merger, dated as of May 7, 2006, pursuant to which Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Thermo (the “Merger”);

     WHEREAS, in connection with the Merger, Thermo desires to fully, unconditionally and irrevocably assume, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture;

     WHEREAS, Section 13.1 of the Indenture provides that the Company and the Trustee may amend the Indenture and the Notes without notice to or the consent of any Holder to amend the Indenture or the Notes in any other manner necessary or desirable and that will not adversely affect the rights of any Holder;

     WHEREAS, Section 9.12 of the Indenture provides that upon certain events including a merger of the Company, the Company shall execute with the Trustee a supplemental indenture providing that the Notes shall be convertible into the kind and amount of shares of stock which a Holder would have been entitled to receive upon such merger had the Notes been converted into the common stock of the Company immediately prior to such merger;]

     WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

     WHEREAS, this Second Supplemental Indenture is being executed simultaneously with the closing of the Merger.

     NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1. CO-OBLIGATION

     Section 1.01. Thermo hereby fully, unconditionally and irrevocably assumes and agrees to perform and discharge, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture. The obligations of Thermo hereunder are primary and not merely those of a surety. Thermo hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Company, protest or notice and all demands whatsoever with respect to the Notes or the indebtedness evidenced thereby.

     Section 1.02. The agreements of Thermo herein shall be valid and obligatory with respect to any Note that heretofore or hereinafter has been authenticated and delivered under the Indenture.

ARTICLE 2. EFFECT OF MERGER

     Section 2.01. In accordance with Section 9.12 of the Indenture, upon the surrender for conversion of any of the Notes, the Holder thereof shall receive, in lieu of the common

stock of the Company, the amount of common stock of Thermo that such Holder would have been entitled to receive upon the Merger had the Notes been converted into the common stock of the Company immediately prior to the Merger, subject to adjustment as nearly equivalent as may be practicable to the adjustments provided for in Article 9 of the Indenture.

ARTICLE 3. MISCELLANEOUS

     Section 3.01. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Second Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Second Supplemental Indenture.

     Section 3.02. All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

     Section 3.03. This Second Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this Second Supplemental Indenture have been delivered by each party hereto to the other party hereto.

     Section 3.04. All provisions of this Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect.

     Section 3.05. In case any provisions in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 3.06. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture.

     Section 3.07. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and Thermo.

     Section 3.08. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     Section 3.09. All covenants and agreements in this Second Supplemental Indenture by the Company, Thermo and the Trustee shall be binding upon and accrue to the benefit of their respective successors. Nothing in this Second Supplemental Indenture express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

     Section 3.10. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

     IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Kenneth J. Apicerno
	Name: Kenneth J. Apicerno
	Title: Treasurer
FISHER SCIENTIFIC INTERNATIONAL INC.
By:	/s/ Michael Dambach
	Name: Michael Dambach
	Title: Treasurer
THE BANK OF NEW YORK
By	/s/ Mary LaGumina
	Name: Mary LaGumina
	Title: Vice President

EX-4.4

EXHIBIT 4.4

SUPPLEMENTAL INDENTURE

FISHER SCIENTIFIC INTERNATIONAL INC.

3.25% Convertible Senior Subordinated Notes due 2024

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF NOVEMBER 9, 2006

The Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association

     SECOND SUPPLEMENTAL INDENTURE, dated as of November 9, 2006, between Fisher Scientific International Inc., a Delaware corporation (the “Company”), Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation, “Thermo”) and The Bank of New York, as successor trustee for J.P. Morgan Trust Company, National Association, (the “Trustee”).

     WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of January 20, 2004, as supplemented by a Supplemental Indenture No. 1, dated as of March 3, 2004 (together, the “Indenture”), pursuant to which the Company issued its 3.25% Convertible Senior Subordinated Notes due 2024 (the “Notes”);

     WHEREAS, on May 8, 2006, Thermo and the Company announced that they and Trumpet Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Thermo (“Merger Sub”), had entered into an Agreement and Plan of Merger, dated as of May 7, 2006, pursuant to which Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Thermo (the “Merger”);

     WHEREAS, in connection with the Merger, Thermo desires to fully, unconditionally and irrevocably assume, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture;

     WHEREAS, Section 901 of the Indenture provides that without the consent of Holders, the Company when authorized by a board resolution, and the Trustee, at any time and from time to time, may enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder in any material respect;

     WHEREAS, Section 10.12 of the Indenture provides that upon certain events including a merger of the Company, the Company shall execute with the Trustee a supplemental indenture providing that the Notes shall be convertible into the kind and amount of shares of stock which a Holder would have been entitled to receive upon such merger had the Notes been converted into the common stock of the Company immediately prior to such merger;

     WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

     WHEREAS, this Second Supplemental Indenture is being executed simultaneously with the closing of the Merger.

     NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1. CO-OBLIGATION

     Section 1.01. Thermo hereby fully, unconditionally and irrevocably assumes and agrees to perform and discharge, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture. The obligations of Thermo hereunder are primary and not merely those of a surety. Thermo hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Company, protest or notice and all demands whatsoever with respect to the Notes or the indebtedness evidenced thereby.

     Section 1.02. The agreements of Thermo herein shall be valid and obligatory with respect to any Note that heretofore or hereinafter has been authenticated and delivered under the Indenture.

ARTICLE 2. EFFECT OF MERGER

     Section 2.01. In accordance with Section 10.12 of the Indenture, upon the surrender for conversion of any of the Notes, the Holder thereof shall receive, in lieu of the common stock of the Company, the amount of common

stock of Thermo that such Holder would have been entitled to receive upon the Merger had the Notes been converted into the common stock of the Company immediately prior to the Merger, subject to adjustment as nearly equivalent as may be practicable to the adjustments provided for in Article 10 of the Indenture.

ARTICLE 3. MISCELLANEOUS

     Section 3.01. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Second Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Second Supplemental Indenture.

     Section 3.02. All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

     Section 3.03. This Second Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this Second Supplemental Indenture have been delivered by each party hereto to the other party hereto.

     Section 3.04. All provisions of this Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect.

     Section 3.05. In case any provisions in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 3.06. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture.

     Section 3.07. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and Thermo.

     Section 3.08. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     Section 3.09. All covenants and agreements in this Second Supplemental Indenture by the Company, Thermo and the Trustee shall be binding upon and accrue to the benefit of their respective successors. Nothing in this Second Supplemental Indenture express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

     Section 3.10. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

     IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Kenneth J. Apicerno
	Name: Kenneth J. Apicerno
	Title: Treasurer
FISHER SCIENTIFIC INTERNATIONAL INC.
By:	/s/ Michael Dambach
	Name: Michael Dambach
	Title: Treasurer
THE BANK OF NEW YORK
By	/s/ Mary LaGumina
	Name: Mary LaGumina
	Title: Vice President

EX-4.5

EXHIBIT 4.5

SUPPLEMENTAL INDENTURE

FISHER SCIENTIFIC INTERNATIONAL INC.

Floating Rate Convertible Senior Debentures due 2033

FIRST SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 9, 2006

The Bank of New York Trust Company, N.A., as Trustee

     FIRST SUPPLEMENTAL INDENTURE, dated as of November 9, 2006, between Fisher Scientific International Inc., a Delaware corporation (the “Company”), Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation, “Thermo”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

     WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of August 3, 2004 (the “Indenture”), pursuant to which the Company issued its Floating Rate Convertible Senior Debentures due 2033 (the “Notes”);

     WHEREAS, on May 8, 2006, Thermo and the Company announced that they and Trumpet Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Thermo (“Merger Sub”), had entered into an Agreement and Plan of Merger, dated as of May 7, 2006, pursuant to which Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Thermo (the “Merger”);

     WHEREAS, in connection with the Merger, Thermo desires to fully, unconditionally and irrevocably assume, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture;

     WHEREAS, Section 7.1 of the Indenture provides that the Company when authorized by a board resolution, and the Trustee, at any time and from time to time, may amend the Indenture and the Notes to add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of the Notes;

     WHEREAS, Section 12.4 of the Indenture provides that upon certain events including a merger of the Company, the Company shall execute with the Trustee a supplemental indenture providing that the Notes shall be convertible into the kind and amount of shares of stock which a Holder would have been entitled to receive upon such merger had the Notes been converted into the common stock of the Company immediately prior to such merger;

     WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

     WHEREAS, this First Supplemental Indenture is being executed simultaneously with the closing of the Merger.

     NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1. CO-OBLIGATION

     Section 1.01. Thermo hereby fully, unconditionally and irrevocably assumes and agrees to perform and discharge, jointly and severally with the Company, the obligation to pay the principal of and any premium and interest on the Notes on the dates and in the manner provided for in the Notes and the Indenture. The obligations of Thermo hereunder are primary and not merely those of a surety. Thermo hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Company, protest or notice and all demands whatsoever with respect to the Notes or the indebtedness evidenced thereby.

     Section 1.02. The agreements of Thermo herein shall be valid and obligatory with respect to any Note that heretofore or hereinafter has been authenticated and delivered under the Indenture.

ARTICLE 2. EFFECT OF MERGER

     Section 2.01. In accordance with Section 12.4 of the Indenture, upon the surrender for conversion of any of the Notes, the Holder thereof shall receive, in lieu of the common stock of the Company, the amount of common

stock of Thermo that such Holder would have been entitled to receive upon the Merger had the Notes been converted into the common stock of the Company immediately prior to the Merger, subject to adjustment as nearly equivalent as may be practicable to the adjustments provided for in Article 12 of the Indenture.

ARTICLE 3. MISCELLANEOUS

     Section 3.01. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this First Supplemental Indenture.

     Section 3.02. All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

     Section 3.03. This First Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this First Supplemental Indenture have been delivered by each party hereto to the other party hereto.

     Section 3.04. All provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect.

     Section 3.05. In case any provisions in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 3.06. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture.

     Section 3.07. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and Thermo.

     Section 3.08. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     Section 3.09. All covenants and agreements in this First Supplemental Indenture by the Company, Thermo and the Trustee shall be binding upon and accrue to the benefit of their respective successors. Nothing in this First Supplemental Indenture express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

     Section 3.10. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

     IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Kenneth J. Apicerno
	Name: Kenneth J. Apicerno
	Title: Treasurer
FISHER SCIENTIFIC INTERNATIONAL INC.
By:	/s/ Michael Dambach
	Name: Michael Dambach
	Title: Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ Peter M. Murphy
	Name: Peter M. Murphy
	Title: Vice President

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 1 TO

EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT

     This AMENDMENT NO. 1 (the “Amendment”) to the Executive Change in Control Retention Agreement dated [November 19, 2003] (the “Agreement’) by and between THERMO ELECTRON CORPORATION, a Delaware corporation (the “Company”), and ___(the “Executive”) is made this 9th day of November, 2006 by and between the Company and the Executive. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

     WHEREAS, the Company and the Executive have entered into the Agreement for the purpose of describing the severance benefits that the Executive would receive in the event that Executive’s employment with the Company is terminated under certain circumstances subsequent to a Change in Control Date;

     WHEREAS, on November 9, 2006, the Company completed a merger with Fisher Scientific International Inc. (the “Merger”), pursuant to which, among other things, a Change in Control of the Company occurred and the Company changed its name to Thermo Fisher Scientific Inc.;

     WHEREAS, in connection with the Merger, the Board has amended the Company’s equity incentive plans to provide new conditions under which the vesting of equity awards granted under those plans on or after November 9, 2006 would be accelerated if another Change in Control occurred during the Term of the Agreement; and

     WHEREAS, as a condition to the grant of options and restricted stock awards by the Company to the Executive on the date hereof, the Company requires that the Executive acknowledge the terms of this Amendment;

     NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereby agree as follows.

     1. Amendments to Agreement.

          (a) All references to “Thermo Electron Corporation” in the Agreement are hereby amended to read “Thermo Fisher Scientific Inc.”

          (b) Section 4.1 of the Agreement is hereby amended and restated in its entirety as follows:

          “4.1 Stock Acceleration. If the Change in Control Date occurs during the Term, then, effective upon the Change in Control Date, (a) each outstanding option to purchase shares of Common Stock of the Company granted prior to November 9, 2006 and held by the Executive shall become immediately exercisable in full and the shares

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underlying the option will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award granted prior to November 9, 2006 shall be deemed to be fully vested and will no longer be subject to a right of repurchase by the Company and (c) each outstanding option and restricted stock award granted on or after November 9, 2006 shall vest in accordance with the terms of the instrument evidencing the option or the restricted stock award.

     2. Miscellaneous.

          (a) No Other Amendments. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Agreement. All other terms and conditions of the Agreement remain in full force and effect and the Parties hereby ratify and confirm their rights and obligations under the Agreement, as amended hereby.

          (b) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties and delivered to each of them.

          (c) Governing Law. This amendment and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts.

          (e) Effectiveness of Amendment. The amendments to the Agreement contemplated by this Amendment shall become effective upon the execution of this Amendment by the Parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the day and year first set forth above.

THERMO FISHER SCIENTIFIC INC.

By:

EXECUTIVE:

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EX-10.2

EXHIBIT 10.2

November 9, 2006

Marijn E. Dekkers
President and CEO
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454

Dear Marijn:

     This letter confirms our agreement as to the following:

     1. That all references in your Amended & Restated Employment Agreement to the “Reference Bonus Amount” shall mean 110% of your then current salary.

     2. That the stock option to purchase 549,900 shares of the Company’s common stock, being granted to you today in the form delivered to you herewith, shall be in lieu of the stock option to purchase 260,000 shares of the Company’s common stock, which you are entitled to in 2007 pursuant to Section 6(c) of your Amended & Restated Employment Agreement.

     3. Section 6(d) of your Amended and Restated Employment Agreement and Section 4.1 of your Executive Retention Agreement, are hereby deleted with respect to equity grants made on or after November 9, 2006.

     4. Sections 10(a) — (e) and Section 11(d) of your Amended and Restated Employment Agreement shall not apply to the grant of performance restricted stock being made to you today.

Very truly yours,

/s/ Jim P. Manzi

Jim P. Manzi

Chair

Thermo Fisher Scientific Inc.

Compensation Committee

ACCEPTED AND AGREED:

By:/s/ Marijn E. Dekkes
     Marijn E. Dekkers

EX-10.3

EXHIBIT 10.3

EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT

     THIS AGREEMENT by and between THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the “Company”), and ______ (the “Executive”) is made as of November 9, 2006 (the “Effective Date”).

     WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders; and

     WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below subsequent to a Change in Control Date (as defined in Section 1.2).

     1. Key Definitions.

     As used herein, the following terms shall have the following respective meanings:

          1.1 “Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

               (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or

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               (b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

               (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or

               (d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

          1.2 “Change in Control Date” means the first date during the Term (as defined in Section 2) on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if (a) a Change in Control occurs, (b) the Executive’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and (c) it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all

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purposes of this Agreement the “Change in Control Date” shall mean the date immediately prior to the date of such termination of employment.

          1.3 “Cause” means the Executive’s willful engagement in illegal conduct or gross misconduct after the Change in Control Date which is materially and demonstrably injurious to the Company. For purposes of this Section 1.3, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company.

          1.4 “Good Reason” means the occurrence, without the Executive’s written consent, of any of the events or circumstances set forth in clauses (a) through (g) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Date of Termination specified in the Notice of Termination (each as defined in Section 3.2(a)) given by the Executive in respect thereof, such event or circumstance has been fully corrected and the Executive has been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first Notice of Termination for Good Reason given by the Executive).

          (a) the assignment to the Executive of duties inconsistent in any material respect with the Executive’s position (including status, offices, titles and reporting requirements), authority or responsibilities in effect immediately prior to the earliest to occur of (i) the Change in Control Date, (ii) the date of the execution by the Company of the initial written agreement or instrument providing for the Change in Control or (iii) the date of the adoption by the Board of Directors of a resolution providing for the Change in Control (with the earliest to occur of such dates referred to herein as the “Measurement Date”) or a material diminution in such position, authority or responsibilities;

          (b) a reduction in the Executive’s annual base salary as in effect on the Measurement Date or as the same was or may be increased thereafter from time to time;

          (c) the failure by the Company to (i) continue in effect any material compensation or benefit plan or program, including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy, in which the Executive participates or which is applicable to the Executive immediately prior to the Measurement Date (a “Benefit Plan”), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program, (ii) continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than the basis existing immediately prior to the Measurement Date (iii) award cash bonuses to the Executive in amounts and in a manner substantially consistent with past practice in light of the Company’s financial performance or (iv) continue to provide any material fringe benefit enjoyed by Executive immediately prior to the Measurement Date;

          (d) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (i)

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outside a radius of 50 miles from the Executive’s principal residence immediately prior to the Measurement Date and (ii) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Measurement Date; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Measurement Date;

               (e) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement, as required by Section 6.1;

               (f) a purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3.2(a); or

               (g) any failure of the Company to pay or provide to the Executive any portion of the Executive’s compensation or benefits due under any Benefit Plan within seven days of the date such compensation or benefits are due, or any material breach by the Company of this Agreement or any employment agreement with the Executive.

     The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.

          1.5 “Disability” means the Executive’s inability, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the Executive’s duties on behalf of the Company, with or without reasonable accommodation as that term is defined under state or federal law. A determination of disability shall be made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term, (b) the date 18 months after the Change in Control Date, if the Executive is still employed by the Company as of such later date, or (c) the fulfillment by the Company of all of its obligations under Sections 4 and 5.2 if the Executive’s employment with the Company terminates within 18 months following the Change in Control Date. “Term” shall mean the period commencing as of the Effective Date and continuing in effect through May 9, 2008.

     3. Employment Status; Termination Following Change in Control.

          3.1 Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. If the Executive’s employment with the

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Company terminates for any reason and subsequently a Change in Control shall occur, the Executive shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.2.

          3.2 Termination of Employment.

               (a) If the Change in Control Date occurs during the Term, any termination of the Executive’s employment by the Company or by the Executive within 18 months following the Change in Control Date (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7. Any Notice of Termination shall: (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the Date of Termination (as defined below). The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be. In the event the Company fails to satisfy the requirements of Section 3.2(a) regarding a Notice of Termination, the purported termination of the Executive’s employment pursuant to such Notice of Termination shall not be effective for purposes of this Agreement.

               (b) The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

               (c) Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board at which the Executive may, at the Executive’s election, be represented by counsel and at which the Executive shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Executive stating the Board’s intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination.

               (d) Any Notice of Termination for Good Reason given by the Executive must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason.

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     4. Benefits to Executive.

          4.1 Compensation. If the Change in Control Date occurs during the Term and the Executive’s employment with the Company terminates within 18 months following the Change in Control Date, the Executive shall be entitled to the following benefits:

               (a) Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:

                    (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

                         (1) the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any accrued vacation pay, to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and

                         (2) the amount equal to (a) two multiplied by (b) the sum of (x) the Executive’s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date.

                    (ii) for two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical, dental and life insurance benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable medical, dental and life insurance Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that (A) if the terms of a medical, dental or life insurance Benefit Plan do not permit continued participation therein by a former employee, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., medical insurance benefits) from such employer on terms at least as favorable to the Executive and the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and the Executive’s family; and

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               (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

          (b) Resignation without Good Reason; Termination for Death or Disability. If the Executive voluntarily terminates the Executive’s employment with the Company within 18 months following the Change in Control Date, excluding a termination for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability within 18 months following the Change in Control Date, then the Company shall (i) pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination, the Accrued Obligations and (ii) timely pay or provide to the Executive the Other Benefits.

          (c) Termination for Cause. If the Company terminates the Executive’s employment with the Company for Cause within 18 months following the Change in Control Date, then the Company shall (i) pay the Executive, in a lump sum in cash within 30 days after the Date of Termination, the Executive’s annual base salary through the Date of Termination, and (ii) timely pay or provide to the Executive the Other Benefits.

     4.2 Taxes.

          (a) In the event that the Company undergoes a “Change in Ownership or Control” (as defined below), and thereafter, the Executive becomes eligible to receive “Contingent Compensation Payments” (as defined below) the Company shall, as soon as administratively feasible after the Executive becomes so eligible determine and notify the Executive (with reasonable detail regarding the basis for its determinations) (i) which of the payments or benefits due to the Executive following such Change in Ownership or Control constitute Contingent Compensation Payments, (ii) the amount, if any, of the excise tax (the “Excise Tax”) payable pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), by the Executive with respect to such Contingent Compensation Payment and (iii) the amount of the “Gross-Up Payment” (as defined below) due to the Executive with respect to such Contingent Compensation Payment. Within 30 days after delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the “Executive Response”) stating either (A) that he agrees with the Company’s determination pursuant to the preceding sentence or (B) that he disagrees with such determination, in which case he shall indicate which payment and/or benefits should be characterized as a Contingent Compensation Payment, the amount of the Excise Tax with respect to such Contingent Compensation Payment and the amount of the Gross-Up Payment due to the Executive with respect to such Contingent Compensation Payment. If the Executive states in the Executive Response that he agrees with the Company’s determination, the Company shall make the Gross-Up Payment to the Executive within three business days following delivery to the Company of the Executive Response. If the Executive states in the Executive Response that he disagrees with the Company’s determination, then, for a period of 15 days following delivery of the Executive Response, the Executive and the

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Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such 15-day period, such dispute shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall, within three business days following delivery to the Company of the Executive Response, make to the Executive those Gross-Up Payments as to which there is no dispute between the Company and the Executive regarding whether they should be made. The balance of the Gross-Up Payments shall be made within three business days following the resolution of such dispute. The amount of any payments to be made to the Executive following the resolution of such dispute shall be increased by the amount of the accrued interest thereon computed at the prime rate announced from time to time by The Wall Street Journal compounded monthly from the date that such payments originally were due. In the event that the Executive fails to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final.

               (b) For purposes of this Section 4.2, the following terms shall have the following respective meanings:

                    (i) “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

                    (ii) “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made or supplied to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

                    (iii) “Gross-Up Payment” shall mean an amount equal to the sum of (i) the amount of the Excise Tax payable with respect to a Contingent Compensation Payment and (ii) the amount necessary to pay all additional taxes imposed on (or economically borne by) the Executive (including the Excise Taxes, state and federal income taxes and all applicable withholding taxes) attributable to the receipt of such Gross-Up Payment. For purposes of the preceding sentence, all taxes attributable to the receipt of the Gross-Up Payment shall be computed assuming the application of the maximum tax rates provided by law.

          4.3 Outplacement Services. In the event the Executive is terminated by the Company (other than for Cause, Disability or death), or the Executive terminates employment for Good Reason, within 18 months following the Change in Control Date, the Company shall provide outplacement services through one or more outside firms of the Executive’s choosing up to an aggregate of $20,000, with such services to extend until the earlier of (i) 12 months following the termination of the Executive’s employment or (ii) the date the Executive secures full time employment.

          4.4 Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or

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otherwise. Further, except as provided in Section 4.1(a)(ii), the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

          4.5 Release of Claims by Executive. The Executive shall not be entitled to any payments or other benefits hereunder unless the Executive executes and, if applicable, does not revoke, a full and complete release and separation agreement in the form to be provided by the Company.

     5. Disputes.

          5.1 Settlement of Disputes; Arbitration. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

          5.2 Expenses. The Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting and other fees and expenses which the Executive may reasonably incur as a result of any claim or contest (regardless of the outcome thereof) by the Company, the Executive or others regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount of any payment or benefits pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

     6. Successors.

          6.1 Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise.

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          6.2 Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable nationwide overnight courier service, in each case addressed to the Company, at 81 Wyman Street, Waltham, Massachusetts and to the Executive at the Executive’s principal residence as currently reflected on the Company’s records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          8.2 Injunctive Relief. The Company and the Executive agree that any breach of this Agreement by the Company is likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the right to specific performance and injunctive relief.

          8.3 Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.4 Waivers. No waiver by the Executive at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.

          8.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

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          8.6 Tax Withholding. Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.

          8.7 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.

          8.8 Amendments. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first set forth above.

THERMO FISHER SCIENTIFIC INC.

By:

EXECUTIVE

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EX-10.4

EXHIBIT 10.4

NONCOMPETITION AGREEMENT

     THIS AGREEMENT, dated as of November 9, 2006 is made by and between ___, an individual residing at ___ (the “Employee”), and Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices are located at 81 Wyman Street, Waltham, Massachusetts 02454 (“Employer”).

     WHEREAS, Employer, including its subsidiaries and affiliates, is the world leader in the manufacture, development and distribution of scientific and diagnostic instruments, equipment, supplies, workstations and chemicals used by clinical and research laboratories, universities and other life and health sciences customers, as well as diagnostic instruments, test materials and related products for clinical laboratories; and teaching aids for science education. In addition, Employer is a leading supplier of occupational health and safety products and maintenance, repair and operating materials. Employer is also a pioneer in the development of electronic and internet purchasing, marketing and distribution systems.

     WHEREAS, Employer has developed and continues to develop and use certain trade secrets, customer lists and other proprietary and confidential information and data, which Employer has spent a substantial amount of time, effort and money, and will continue to do so in the future, to develop or acquire such proprietary and confidential information and to promote and increase its good will.

     NOW, THEREFORE, in consideration of Employee’s continued employment by Employer or a subsidiary or affiliate thereof, and Employee’s compensation, in particular additional valuable consideration including, but not limited to the granting of certain stock options, which is conditioned, at least in part, upon Employee’s execution and delivery of this Agreement, Employee understands and agree to the following:

     Section 1. Employee recognizes and acknowledges that it is essential for the proper protection of the Employer’s legitimate business interests that Employee be restrained for a reasonable period following the termination of Employee’s employment with the Employer, either voluntarily or involuntarily, from competing with Employer as set forth below.

     Employee acknowledges and agrees that during the term of Employee’s employment with Employer, and for a period of twelve (12) months thereafter, Employee will not, directly or indirectly, engage, participate or invest in or be employed by any business within the Restricted Area, as defined below, which: (i) develops or manufactures products which are competitive with or similar to products developed or manufactured by Employer; (ii) distributes, markets or otherwise sells, either through a direct sales force or through the use of the Internet, products manufactured by others which are competitive with or similar to products distributed, marketed or sold by Employer; or (iii) provide services, including the use of the Internet to sell, market or distribute products, which are competitive with or similar to services provided by Employer, including, in each case, any products or services Employer has under development or which are the subject of active planning at any time during the term of Employee’s employment. The foregoing restrictions shall apply regardless of the capacity in which Employee engages,

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participates or invests in or is employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise.

     “Restricted Area” shall mean each state and territory of the United States of America and each country of the world outside of the United States of America in which Employer had developed, marketed, sold and/or distributed its products and/or services within the last two (2) years of Employee’s employment.

     Section 2. During the term of Employee’s employment with Employer and for a period of twelve (12) months after termination of the Employee’s employment with the Employer for any reason, Employee will not: (i) employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, directly or indirectly, any employee(s) of the Employer to leave his or her employment and became an employee, consultant or representative of any other entity including, but not limited to, Employee’s new employer, if any; and/or (ii) solicit, aid in or encourage the solicitation of, contract with, aid in or encourage the contracting with, service, or contact any person or entity which is or was, within the two (2) years prior to Employee’s termination of employment with Employer, a customer or client of Employer, for purposes of marketing, offering or selling a product or service competitive with Employer.

     Section 3. For the period of twelve (12) months immediately following the end of Employee’s employment by Employer, Employee will inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement.

     Section 4. Employee understands and agrees that the provisions of this section shall not prevent Employee from acquiring or holding publicly traded stock or other publicly traded securities of a business, so long as Employee’s ownership does not exceed 1% percent of the outstanding securities of such company of the same class as those held by Employee or from engaging in any activity or having an ownership interest in any business that is reviewed by the Board of Directors of Employer.

     Section 5. Employee acknowledges that the time, geographic and scope of activity limitations set forth herein are reasonable and necessary to protect the Employer’s legitimate business interests. However, if in any judicial proceeding a court refuses to enforce this Agreement, whether because the time limitation is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of activity or otherwise) than is necessary to protect the legitimate business interests of Employer, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.

     Section 6. Employee further acknowledges and agrees that it would be difficult to measure any damages caused to Employer which might result from any breach by Employee of any of the promises set forth in this Agreement, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Employee acknowledges and agrees that if he or she breaches or threatens to breach, any portion of this Agreement, Employer shall

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be entitled, in addition to all other remedies that it may have: (i) to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to Employer; and (ii) to be relieved of any obligation to provide any further payment or benefits to Employee or Employee’s dependents.

     Section 7. Employee acknowledges and agrees that should it become necessary for Employer to file suit to enforce the covenants contained herein, and any court of competent jurisdiction awards the Employer any damages and/or an injunction due to the acts of Employee, then the Employer shall be entitled to recover its reasonable costs incurred in conducting the suit including, but not limited, reasonable attorneys’ fees and expenses.

     Section 8. The Employee acknowledges and agrees that this Agreement does not constitute a contract of employment and does not imply that Employer or any of its subsidiaries will continue the Employee’s employment for any period of time.

     Section 9. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement.

     Section 10. This Agreement cannot be modified, amended or changed, nor may compliance with any provision hereof be waived, except by an instrument in writing executed by the party against whom enforcement of such modification, amendment, change or waiver is sought. Any waiver by a party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict compliance with any provision of this Agreement at any time shall not deprive such party of the right to insist upon strict compliance with such provision at any other time or of the right to insist upon strict compliance with any other provision hereof at any time.

     Section 11. All notices, requests, demands, consents and other communications which are required or permitted hereunder shall be in writing, and shall be deemed given when actually received or if earlier, two days after deposit with the U.S. postal authorities, certified or registered mail, return receipt requested, postage prepaid or two days after deposit with an internationally recognized air courier or express mail, charges prepaid, addressed as follows:

     If to Employer:

Thermo Fisher Scientific Inc.
81 Wyman Street
Waltham, Massachusetts 02454
Attention: General Counsel

     If to the Employee, at the address set forth above, or to such other address as any party hereto may designate in writing to the other party, specifying a change of address for the purpose of this Agreement.

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     Section 12. This Agreement 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.

     Section 13. This Agreement shall be construed and interpreted in accordance with, and shall be governed exclusively by, the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. In the event litigation is maintained by a party to this Agreement against any other party to enforce this Agreement or to seek any remedy for breach, then each party hereto shall be responsible for such party’s own attorneys’ fees and costs of suit.

     Section 14. THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND HAS HAD ADEQUATE TIME AND OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S OWN CHOOSING REGARDING THE MEANING OF THE TERMS AND CONDITIONS CONTAINED HEREIN, AND THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE FULLY UNDERSTANDS THE CONTENT AND EFFECT OF THIS AGREEMENT AND AGREES TO ALL OF THE PROVISIONS CONTAINED HEREIN.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EMPLOYEE:	THERMO FISHER SCIENTIFIC INC.
	By:
[Insert Name]	Name:
	Title:

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EX-10.5

EXHIBIT 10.5

NONCOMPETITION AGREEMENT

      THIS AGREEMENT, dated as of November 9, 2006 is made by and between Marc N. Casper, an individual residing at 144 Clark Road, Brookline, MA 02445 (the “Employee”), and Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices are located at 81 Wyman Street, Waltham, Massachusetts 02454 (“Employer”).

      WHEREAS, Employer, including its subsidiaries and affiliates, is the world leader in the manufacture, development and distribution of scientific and diagnostic instruments, equipment, supplies, workstations and chemicals used by clinical and research laboratories, universities and other life and health sciences customers, as well as diagnostic instruments, test materials and related products for clinical laboratories; and teaching aids for science education. In addition, Employer is a leading supplier of occupational health and safety products and maintenance, repair and operating materials. Employer is also a pioneer in the development of electronic and internet purchasing, marketing and distribution systems.

      WHEREAS, Employer has developed and continues to develop and use certain trade secrets, customer lists and other proprietary and confidential information and data, which Employer has spent a substantial amount of time, effort and money, and will continue to do so in the future, to develop or acquire such proprietary and confidential information and to promote and increase its good will.

      NOW, THEREFORE, in consideration of Employee’s continued employment by Employer or a subsidiary or affiliate thereof, and Employee’s compensation, in particular additional valuable consideration including, but not limited to the items listed on Exhibit A attached hereto, the receipt of which is conditioned, at least in part, upon Employee’s execution and delivery of this Agreement, Employee understands and agree to the following:

      Section 1. Employee recognizes and acknowledges that it is essential for the proper protection of the Employer’s legitimate business interests that Employee be restrained for a reasonable period following the termination of Employee’s employment with the Employer, either voluntarily or involuntarily, from competing with Employer as set forth below.

      Employee acknowledges and agrees that during the term of Employee’s employment with Employer, and for a period of twelve (12) months thereafter, Employee will not, directly or indirectly, engage, participate or invest in or be employed by any of the companies listed on Exhibit B attached hereto within the Restricted Area, as defined below, all of which are deemed by the Employer and the Employee to be competitors of the Employer. The foregoing restrictions shall apply regardless of the capacity in which Employee engages, participates or invests in or is employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. In the event that after the date hereof any of the companies listed on Exhibit B is acquired by or is merged with a company not listed on Exhibit B, thenExhibit B shall be deemed to be amended to include the name of the acquirer or the successor to the listed company. After the date hereof, Employer may amend Exhibit B by written notice to Employee delivered within thirty (30) days following Employer’s acquisition of a company after the date hereof, to add a competitor of such acquired company, and provided

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that such competitor has annual revenues at that time of at least $300 million. The previous sentence notwithstanding, in the event that after the date hereof, the Employer is acquired by a third party, the right of the Employer or its successor to add competitors to Exhibit B pursuant to the previous sentence shall terminate upon the closing of the acquisition of Employer.

      “Restricted Area” shall mean each state and territory of the United States of America and each country of the world outside of the United States of America in which Employer had developed, marketed, sold and/or distributed its products and/or services within the last two (2) years of Employee’s employment.

      Section 2. During the term of Employee’s employment with Employer and for a period of twelve (12) months after termination of the Employee’s employment with the Employer for any reason, Employee will not: (i) employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, any employee(s) of the Employer to leave his or her employment and become an employee, consultant or representative of any other entity including, but not limited to, Employee’s new employer, if any; and/or (ii) on behalf of any of the companies listed on Exhibit B attached hereto, solicit, aid in or encourage the solicitation of, contract with, aid in or encourage the contracting with, service, or contact any person or entity which is or was, within the two (2) years prior to Employee’s termination of employment with Employer, a customer or client of Employer, for purposes of marketing, offering or selling a product or service competitive with Employer.

      Section 3. For the period of twelve (12) months immediately following the end of Employee’s employment by Employer, Employee will inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement.

      Section 4. Employee understands and agrees that the provisions of this section shall not prevent Employee from acquiring or holding publicly traded stock or other publicly traded securities of a business, so long as Employee’s ownership does not exceed 1% percent of the outstanding securities of such company of the same class as those held by Employee or from engaging in any activity or having an ownership interest in any business that is reviewed by the Board of Directors of Employer.

      Section 5. Employee acknowledges that the time, geographic and scope of activity limitations set forth herein are reasonable and necessary to protect the Employer’s legitimate business interests. However, if in any judicial proceeding a court refuses to enforce this Agreement, whether because the time limitation is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of activity or otherwise) than is necessary to protect the legitimate business interests of Employer, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.

      Section 6. Employee further acknowledges and agrees that it would be difficult to measure any damages caused to Employer which might result from any breach by Employee of

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any of the promises set forth in this Agreement, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Employee acknowledges and agrees that if he or she breaches or threatens to breach, any portion of this Agreement, Employer shall be entitled, in addition to all other remedies that it may have: (i) to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to Employer; and (ii) if Employee fails substantially to cure such breach within thirty (30) days following Executive’s receipt of written notice thereof from Employer, and if a final, non-appealable order is entered by a court of competent jurisdiction holding Employee liable for a breach of a material portion of this Agreement, to be relieved of any obligation to provide any further payment or benefits to Employee or Employee’s dependents.

      Section 7. The parties acknowledge and agree that should it become necessary for either party to file suit to enforce the covenants contained herein, the prevailing party in such suit shall be entitled to recover his or its reasonable costs incurred in conducting the suit including, but not limited, to reasonable attorneys’ fees and expenses.

      Section 8. The Employee acknowledges and agrees that this Agreement does not constitute a contract of employment and does not imply that Employer or any of its subsidiaries will continue the Employee’s employment for any period of time.

      Section 9. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement.

      Section 10. This Agreement cannot be modified, amended or changed, nor may compliance with any provision hereof be waived, except by an instrument in writing executed by the party against whom enforcement of such modification, amendment, change or waiver is sought. Any waiver by a party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict compliance with any provision of this Agreement at any time shall not deprive such party of the right to insist upon strict compliance with such provision at any other time or of the right to insist upon strict compliance with any other provision hereof at any time.

      Section 11. All notices, requests, demands, consents and other communications which are required or permitted hereunder shall be in writing, and shall be deemed given when actually received or if earlier, two days after deposit with the U.S. postal authorities, certified or registered mail, return receipt requested, postage prepaid or two days after deposit with an internationally recognized air courier or express mail, charges prepaid, addressed as follows:

      If to Employer:

Thermo Fisher Scientific Inc.
81 Wyman Street
Waltham, Massachusetts 02454
Attention: General Counsel

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      If to the Employee, at the address set forth above, with a copy to:

Funkhouser Vegosen Liebman & Dunn Ltd.
55 West Monroe Street, Suite 2300
Chicago, Illinois 60603
Attention: James F. Groth

or to such other address as any party hereto may designate in writing to the other party, specifying a change of address for the purpose of this Agreement.

      Section 12. This Agreement 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.

      Section 13. This Agreement shall be construed and interpreted in accordance with, and shall be governed exclusively by, the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America.

      Section 14. This Agreement shall become null and void in the event that the Executive Severance Agreement between the Employer and Employee dated November 19, 2003, as amended by Amendment No. 1 dated November 9, 2006, is not renewed on its expiration date on terms at least as favorable to Employee as currently provided in such agreement.

      Section 15. The Employer shall reimburse the Employee for legal fees incurred in the negotiation and preparation of this Agreement and the other amendments and agreements being executed contemporaneously herewith.

      Section 16. THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND HAS HAD ADEQUATE TIME AND OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S OWN CHOOSING REGARDING THE MEANING OF THE TERMS AND CONDITIONS CONTAINED HEREIN, AND THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE FULLY UNDERSTANDS THE CONTENT AND EFFECT OF THIS AGREEMENT AND AGREES TO ALL OF THE PROVISIONS CONTAINED HEREIN.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EMPLOYEE:	THERMO FISHER SCIENTIFIC INC.
/s/ Marc N. Casper	By:	/s/ Steve Sheehan
Marc N. Casper	Name: Steve Sheehan
	Title: Senior Vice President, Human Resources

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EXHIBIT A

(1)	Founders’ Stock Option Grant. Employee shall receive nonqualified stock options to purchase 251,900 shares of Thermo Fisher Scientific Inc. Common Stock pursuant to the Thermo Fisher Scientific Inc. 2005 Equity Incentive Plan, as amended and restated on November 9, 2006, on the terms set forth in the Stock Option Agreement attached hereto as Exhibit A-1.
(2)	Restricted Stock Award. Employee shall receive an award of 21,600 restricted shares of Thermo Fisher Scientific Inc. Common Stock pursuant to the Thermo Fisher Scientific Inc. 2005 Equity Incentive Plan, as amended and restated on November 9, 2006, on the terms set forth in the Restricted Stock Agreement attached hereto as Exhibit A-2.
(3)	Performance Restricted Stock Award. Employee shall receive an award of 21,600 performance restricted shares of Thermo Fisher Scientific Inc. Common Stock pursuant to the Thermo Fisher Scientific Inc. 2005 Equity Incentive Plan, as amended and restated on November 9, 2006, on the terms set forth in the Performance Restricted Stock Agreement attached hereto as Exhibit A-3.
(4)	Amendment to Executive Severance Agreement. Employer and Employee agree to amend the Employee’s Executive Severance Agreement dated November 19, 2003 to provide that if the Employee’s service with Employer is terminated without “cause” (as that term is defined in the Executive Severance Agreement), Employee shall be entitled to receive a lump sum payment equal to two times Employee’s annual salary and target bonus as of the date of the termination of Employee’s service. Attached hereto as Exhibit A-4 is Amendment No. 1 to Employee’s Executive Severance Agreement.
(5)	Term Life Insurance Policy. Employer shall use its commercial best efforts to obtain a term life insurance policy on the life of Employee providing for a death benefit of at least $3,000,000 payable to a beneficiary or beneficiaries designated by the Employee. The premiums for such policy will be paid by the Employer for so long as Employee serves as an employee, officer, director or consultant of Employer or any of its subsidiaries. Upon the termination of Employee’s service, Employer agrees to transfer the policy to a party designated by Employee, subject to applicable laws or regulations.

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EXHIBIT B

List of Competitors

Agilent Technologies, Inc.

Applera Corp. / Applied Bio

Becton Dickinson & Co.

Bio Rad Labs, Inc.

Brucker Biosciences Corp.

Invitrogen Corp.

Millipore Corp.

Mettler Toledo International

Perkin Elmer, Inc.

Qiagen N V

Sigma Aldrich Corp.

VWR

Varian, Inc.

Waters Corp.

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EX-10.6

EXHIBIT 10.6

NONCOMPETITION AGREEMENT

      THIS AGREEMENT, dated as of November 9, 2006 is made by and between Guy Broadbent, an individual residing at 37 Lettery Circle, Sudbury, MA 01776 (the “Employee”), and Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices are located at 81 Wyman Street, Waltham, Massachusetts 02454 (“Employer”).

      WHEREAS, Employer, including its subsidiaries and affiliates, is the world leader in the manufacture, development and distribution of scientific and diagnostic instruments, equipment, supplies, workstations and chemicals used by clinical and research laboratories, universities and other life and health sciences customers, as well as diagnostic instruments, test materials and related products for clinical laboratories; and teaching aids for science education. In addition, Employer is a leading supplier of occupational health and safety products and maintenance, repair and operating materials. Employer is also a pioneer in the development of electronic and internet purchasing, marketing and distribution systems.

      WHEREAS, Employer has developed and continues to develop and use certain trade secrets, customer lists and other proprietary and confidential information and data, which Employer has spent a substantial amount of time, effort and money, and will continue to do so in the future, to develop or acquire such proprietary and confidential information and to promote and increase its good will.

      NOW, THEREFORE, in consideration of Employee’s continued employment by Employer or a subsidiary or affiliate thereof, and Employee’s compensation, in particular additional valuable consideration including, but not limited to the items listed on Exhibit A attached hereto, the receipt of which is conditioned, at least in part, upon Employee’s execution and delivery of this Agreement, Employee understands and agree to the following:

      Section 1. Employee recognizes and acknowledges that it is essential for the proper protection of the Employer’s legitimate business interests that Employee be restrained for a reasonable period following the termination of Employee’s employment with the Employer, either voluntarily or involuntarily, from competing with Employer as set forth below.

      Employee acknowledges and agrees that during the term of Employee’s employment with Employer, and for a period of twelve (12) months thereafter, Employee will not, directly or indirectly, engage, participate or invest in or be employed by any of the companies listed on Exhibit B attached hereto within the Restricted Area, as defined below, all of which are deemed by the Employer and the Employee to be competitors of the Employer. The foregoing restrictions shall apply regardless of the capacity in which Employee engages, participates or invests in or is employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. In the event that after the date hereof any of the companies listed on Exhibit B is acquired by or is merged with a company not listed on Exhibit B, thenExhibit B shall be deemed to be amended to include the name of the acquirer or the successor to the listed company. After the date hereof, Employer may amend Exhibit B by written notice to Employee delivered within thirty (30) days following Employer’s acquisition of a company after the date hereof, to add a competitor of such acquired company, and provided

1

that such competitor has annual revenues at that time of at least $300 million. The previous sentence notwithstanding, in the event that after the date hereof, the Employer is acquired by a third party, the right of the Employer or its successor to add competitors to Exhibit B pursuant to the previous sentence shall terminate upon the closing of the acquisition of Employer.

      “Restricted Area” shall mean each state and territory of the United States of America and each country of the world outside of the United States of America in which Employer had developed, marketed, sold and/or distributed its products and/or services within the last two (2) years of Employee’s employment.

      Section 2. During the term of Employee’s employment with Employer and for a period of twelve (12) months after termination of the Employee’s employment with the Employer for any reason, Employee will not: (i) employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, any employee(s) of the Employer to leave his or her employment and become an employee, consultant or representative of any other entity including, but not limited to, Employee’s new employer, if any; and/or (ii) on behalf of any of the companies listed on Exhibit B attached hereto, solicit, aid in or encourage the solicitation of, contract with, aid in or encourage the contracting with, service, or contact any person or entity which is or was, within the two (2) years prior to Employee’s termination of employment with Employer, a customer or client of Employer, for purposes of marketing, offering or selling a product or service competitive with Employer.

      Section 3. For the period of twelve (12) months immediately following the end of Employee’s employment by Employer, Employee will inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement.

      Section 4. Employee understands and agrees that the provisions of this section shall not prevent Employee from acquiring or holding publicly traded stock or other publicly traded securities of a business, so long as Employee’s ownership does not exceed 1% percent of the outstanding securities of such company of the same class as those held by Employee or from engaging in any activity or having an ownership interest in any business that is reviewed by the Board of Directors of Employer.

      Section 5. Employee acknowledges that the time, geographic and scope of activity limitations set forth herein are reasonable and necessary to protect the Employer’s legitimate business interests. However, if in any judicial proceeding a court refuses to enforce this Agreement, whether because the time limitation is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of activity or otherwise) than is necessary to protect the legitimate business interests of Employer, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.

      Section 6. Employee further acknowledges and agrees that it would be difficult to measure any damages caused to Employer which might result from any breach by Employee of

2

any of the promises set forth in this Agreement, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Employee acknowledges and agrees that if he or she breaches or threatens to breach, any portion of this Agreement, Employer shall be entitled, in addition to all other remedies that it may have: (i) to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to Employer; and (ii) if Employee fails substantially to cure such breach within thirty (30) days following Executive’s receipt of written notice thereof from Employer, and if a final, non-appealable order is entered by a court of competent jurisdiction holding Employee liable for a breach of a material portion of this Agreement, to be relieved of any obligation to provide any further payment or benefits to Employee or Employee’s dependents.

      Section 7. The parties acknowledge and agree that should it become necessary for either party to file suit to enforce the covenants contained herein, the prevailing party in such suit shall be entitled to recover his or its reasonable costs incurred in conducting the suit including, but not limited, to reasonable attorneys’ fees and expenses.

      Section 8. The Employee acknowledges and agrees that this Agreement does not constitute a contract of employment and does not imply that Employer or any of its subsidiaries will continue the Employee’s employment for any period of time.

      Section 9. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement.

      Section 10. This Agreement cannot be modified, amended or changed, nor may compliance with any provision hereof be waived, except by an instrument in writing executed by the party against whom enforcement of such modification, amendment, change or waiver is sought. Any waiver by a party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict compliance with any provision of this Agreement at any time shall not deprive such party of the right to insist upon strict compliance with such provision at any other time or of the right to insist upon strict compliance with any other provision hereof at any time.

      Section 11. All notices, requests, demands, consents and other communications which are required or permitted hereunder shall be in writing, and shall be deemed given when actually received or if earlier, two days after deposit with the U.S. postal authorities, certified or registered mail, return receipt requested, postage prepaid or two days after deposit with an internationally recognized air courier or express mail, charges prepaid, addressed as follows:

      If to Employer:

Thermo Fisher Scientific Inc.
81 Wyman Street
Waltham, Massachusetts 02454
Attention: General Counsel

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      If to the Employee, at the address set forth above or to such other address as any party hereto may designate in writing to the other party, specifying a change of address for the purpose of this Agreement.

      Section 12. This Agreement 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.

      Section 13. This Agreement shall be construed and interpreted in accordance with, and shall be governed exclusively by, the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America.

      Section 14. This Agreement shall become null and void in the event that the Executive Severance Agreement between the Employer and Employee dated November 19, 2003, as amended by Amendment No. 1 dated November 9, 2006, is not renewed on its expiration date on terms at least as favorable to Employee as currently provided in such agreement.

      Section 15. The Employer shall reimburse the Employee for legal fees incurred in the negotiation and preparation of this Agreement and the other amendments and agreements being executed contemporaneously herewith.

      Section 16. THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND HAS HAD ADEQUATE TIME AND OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S OWN CHOOSING REGARDING THE MEANING OF THE TERMS AND CONDITIONS CONTAINED HEREIN, AND THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE FULLY UNDERSTANDS THE CONTENT AND EFFECT OF THIS AGREEMENT AND AGREES TO ALL OF THE PROVISIONS CONTAINED HEREIN.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EMPLOYEE:	THERMO FISHER SCIENTIFIC INC.
/s/ Guy Broadbent	By:	/s/ Steve Sheehan
Guy Broadbent	Name: Steve Sheehan
	Title: Senior Vice President, Human Resources

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EXHIBIT A

(1)	Founders’ Stock Option Grant. Employee shall receive nonqualified stock options to purchase 151,400 shares of Thermo Fisher Scientific Inc. Common Stock pursuant to the Thermo Fisher Scientific Inc. 2005 Equity Incentive Plan, as amended and restated on November 9, 2006, on the terms set forth in the Stock Option Agreement attached hereto as Exhibit A-1.
(2)	Restricted Stock Award. Employee shall receive an award of 13,000 restricted shares of Thermo Fisher Scientific Inc. Common Stock pursuant to the Thermo Fisher Scientific Inc. 2005 Equity Incentive Plan, as amended and restated on November 9, 2006, on the terms set forth in the Restricted Stock Agreement attached hereto as Exhibit A-2.
(3)	Performance Restricted Stock Award. Employee shall receive an award of 13,000 performance restricted shares of Thermo Fisher Scientific Inc. Common Stock pursuant to the Thermo Fisher Scientific Inc. 2005 Equity Incentive Plan, as amended and restated on November 9, 2006, on the terms set forth in the Performance Restricted Stock Agreement attached hereto as Exhibit A-3.
(4)	Amendment to Executive Severance Agreement. Employer and Employee agree to amend the Employee’s Executive Severance Agreement dated November 19, 2003 to provide that if the Employee’s service with Employer is terminated without “cause” (as that term is defined in the Executive Severance Agreement), Employee shall be entitled to receive a lump sum payment equal to two times Employee’s annual salary and target bonus as of the date of the termination of Employee’s service. Attached hereto as Exhibit A-4 is Amendment No. 1 to Employee’s Executive Severance Agreement.
(5)	Term Life Insurance Policy. Employer shall use its commercial best efforts to obtain a term life insurance policy on the life of Employee providing for a death benefit of at least $3,000,000 payable to a beneficiary or beneficiaries designated by the Employee. The premiums for such policy will be paid by the Employer for so long as Employee serves as an employee, officer, director or consultant of Employer or any of its subsidiaries. Upon the termination of Employee’s service, Employer agrees to transfer the policy to a party designated by Employee, subject to applicable laws or regulations.

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EXHIBIT B

List of Competitors

Agilent Technologies, Inc.

Applera Corp. / Applied Bio

Becton Dickinson & Co.

Bio Rad Labs, Inc.

Brucker Biosciences Corp.

Invitrogen Corp.

Millipore Corp.

Mettler Toledo International

Perkin Elmer, Inc.

Qiagen N V

Sigma Aldrich Corp.

VWR

Varian, Inc.

Waters Corp.

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EX-10.7

EXHIBIT 10.7

AMENDMENT NO. 1 TO
EXECUTIVE SEVERANCE AGREEMENT

      This AMENDMENT NO. 1 (the “Amendment”) to the Executive Severance Agreement dated November 19, 2003 (the “Agreement’) by and between THERMO ELECTRON CORPORATION, a Delaware corporation (the “Company”), and Marc N. Casper (the “Executive”) is made this 9th day of November, 2006 by and between the Company and the Executive. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

      WHEREAS, the Company and the Executive have entered into the Agreement for the purpose of describing the severance benefits that the Executive would receive in the event that Executive’s employment with the Company is terminated under certain circumstances;

      WHEREAS, on November 9, 2006, the Company completed a merger with Fisher Scientific International Inc. (the “Merger”), pursuant to which, among other things, the Company changed its name to Thermo Fisher Scientific Inc.;

      WHEREAS, in connection with the Merger, the Company is making grants of options and restricted shares to its executives and as a condition of such grants, the Company is requiring that the executives sign a noncompetition agreement; and

      WHEREAS, the Company and the Executive have agreed to amend the Agreement in connection with Executive’s execution of the noncompetition agreement between the Company and the Executive of even date herewith;

      NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereby agree as follows.

      1. Amendments to Agreement.

          (a) All references to “Thermo Electron Corporation” in the Agreement are hereby amended to read “Thermo Fisher Scientific Inc.”

          (b) Section 1 of the Agreement is hereby amended to add a new sub-section 1.4 to be and read as follows:

          “1.4 “Good Reason” means the occurrence, without the Executive’s written consent, of any of the events or circumstances set forth in clauses (a) through (f) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the effective date of termination (which shall be not less than 15 days following delivery of written notice of termination by Executive to the Company), such event or circumstance has been fully corrected and the Executive has been reasonably compensated for any losses or damages resulting therefrom.

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                    (a) the assignment to the Executive of duties inconsistent in any material respect with the Executive’s position (including status, offices, titles and reporting requirements), authority or responsibilities in effect as of the date of this Agreement or a material diminution in such position, authority or responsibilities;

                    (b) a reduction in the Executive’s annual base salary as in effect on the date of this Agreement or as the same was or may be increased hereafter from time to time;

                    (c) the failure by the Company to (i) continue in effect any material compensation or benefit plan or program, including without limitation any life insurance, medical, health and accident or disability plan and any vacation program or policy, in which the Executive participates or which is applicable to the Executive (a “Benefit Plan”), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program, (ii) continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than the basis previously existing (iii) award cash bonuses to the Executive in amounts and in a manner substantially consistent with past practice in light of the Company’s financial performance and Executive’s performance or (iv) continue to provide any material fringe benefit previously enjoyed by Executive;

                    (d) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (i) outside a radius of 50 miles from the Executive’s principal residence and (ii) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the date of this Agreement; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the date of this Agreement;

                    (e) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement, as required by Section 6.1; and

                    (f) any failure of the Company to pay or provide to the Executive any portion of the Executive’s compensation or benefits due under any Benefit Plan within seven days of the date such compensation or benefits are due (provided, however, that in the case of benefits, the Company shall have a period of 30 days after receipt of notice from Executive to cure any default), or any material breach by the Company of this Agreement or any employment agreement with the Executive.

      The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.”

          (c) Section 2 of the Agreement is hereby amended and restated in its entirety as follows:

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          “2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) or (b) the fulfillment by the Company of all of its obligations under Sections 4 and 6.2 if the Executive’s employment with the Company terminates prior to the expiration of the Term. “Term” shall mean the period commencing as of the Effective Date and continuing in effect through November 9, 2011; provided, however, that on November 9, 2011 and each November 9 thereafter, the Term shall be automatically extended for one additional year unless, not later than six months prior to the scheduled expiration of the Term (including any extension) thereof, the Company shall have given the Executive written notice that the Term will not be extended.”

          (d) The initial clause of Section 4.1(a) of the Agreement is hereby amended and restated in its entirety as follows:

          “(a) Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason, then the Executive shall be entitled to the following benefits:”

          (e) Section 4.1(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

          “(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

                    (1) the sum of (A) the Executive’s base salary through the date of termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 and (C) the amount of any accrued vacation pay, to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and

                    (2) the sum of (A) two (2) times the Executive’s annual base salary and target bonus as in effect immediately prior to the date of termination, and (B) the amount of any accrued vacation pay, to the extent not previously paid; and”

          (f) The reference to “18 months” in Section 4.1(a)(ii) is hereby amended to read “24 months”.

          (g) Section 4.1(b) of the Agreement is hereby amended and restated in its entirety as follows:

          “(b) Termination for Cause, Disability or Death. If the Company terminates the Executive’s employment with the Company for Cause, then the Company shall (i) pay the Executive in a lump sum in cash within 30 days after the date of termination, the Executive’s

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base salary through the date of termination and (ii) timely pay or provide to the Executive the Other Benefits. If the Company terminates the Executive’s employment with the Company because of the Executive’s disability or the Executive’s death, then the Company shall (i) pay the Executive or the Executive’s estate, in a lump sum in cash within 30 days after the date of termination, the Accrued Obligations and (ii) timely pay or provide to the Executive the Other Benefits.

          (h) Section 4.4 of the Agreement is hereby amended and restated in its entirety as follows:

          “4.4. Release of Claims by Executive. The Executive shall not be entitled to any payments or other benefits hereunder unless the Executive executes and, if applicable, does not revoke, a full and complete release of claims and a reasonable and customary separation agreement that includes nondisparagement and cooperation provisions. The parties further agree that the separation agreement shall not include any restrictive covenants that are in addition to those already contained in the Noncompetition Agreement between the Company and Executive dated November 9, 2006.

      2. Miscellaneous.

          (a) No Other Amendments. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Agreement. All other terms and conditions of the Agreement remain in full force and effect and the Parties hereby ratify and confirm their rights and obligations under the Agreement, as amended hereby.

          (b) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties and delivered to each of them.

          (c) Governing Law. This amendment and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts.

          (e) Effectiveness of Amendment. The amendments to the Agreement contemplated by this Amendment shall become effective upon the execution of this Amendment by the Parties.

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      IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the day and year first set forth above.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Steve Sheehan
EXECUTIVE:
/s/ Marc N. Casper
Marc N. Casper

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EX-10.8

EXHIBIT 10.8

AMENDMENT NO. 1 TO
EXECUTIVE SEVERANCE AGREEMENT

      This AMENDMENT NO. 1 (the “Amendment”) to the Executive Severance Agreement dated November 19, 2003 (the “Agreement’) by and between THERMO ELECTRON CORPORATION, a Delaware corporation (the “Company”), and Guy Broadbent (the “Executive”) is made this 9th day of November, 2006 by and between the Company and the Executive. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

      WHEREAS, the Company and the Executive have entered into the Agreement for the purpose of describing the severance benefits that the Executive would receive in the event that Executive’s employment with the Company is terminated under certain circumstances;

      WHEREAS, on November 9, 2006, the Company completed a merger with Fisher Scientific International Inc. (the “Merger”), pursuant to which, among other things, the Company changed its name to Thermo Fisher Scientific Inc.;

      WHEREAS, in connection with the Merger, the Company is making grants of options and restricted shares to its executives and as a condition of such grants, the Company is requiring that the executives sign a noncompetition agreement; and

      WHEREAS, the Company and the Executive have agreed to amend the Agreement in connection with Executive’s execution of the noncompetition agreement between the Company and the Executive of even date herewith;

      NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereby agree as follows.

      1. Amendments to Agreement.

          (a) All references to “Thermo Electron Corporation” in the Agreement are hereby amended to read “Thermo Fisher Scientific Inc.”

          (b) Section 1 of the Agreement is hereby amended to add a new sub-section 1.4 to be and read as follows:

          “1.4 “Good Reason” means the occurrence, without the Executive’s written consent, of any of the events or circumstances set forth in clauses (a) through (f) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the effective date of termination (which shall be not less than 15 days following delivery of written notice of termination by Executive to the Company), such event or circumstance has been fully corrected and the Executive has been reasonably compensated for any losses or damages resulting therefrom.

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                    (a) the assignment to the Executive of duties inconsistent in any material respect with the Executive’s position (including status, offices, titles and reporting requirements), authority or responsibilities in effect as of the date of this Agreement or a material diminution in such position, authority or responsibilities;

                    (b) a reduction in the Executive’s annual base salary as in effect on the date of this Agreement or as the same was or may be increased hereafter from time to time;

                    (c) the failure by the Company to (i) continue in effect any material compensation or benefit plan or program, including without limitation any life insurance, medical, health and accident or disability plan and any vacation program or policy, in which the Executive participates or which is applicable to the Executive (a “Benefit Plan”), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program, (ii) continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than the basis previously existing (iii) award cash bonuses to the Executive in amounts and in a manner substantially consistent with past practice in light of the Company’s financial performance and Executive’s performance or (iv) continue to provide any material fringe benefit previously enjoyed by Executive;

                    (d) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (i) outside a radius of 50 miles from the Executive’s principal residence and (ii) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the date of this Agreement; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the date of this Agreement;

                    (e) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement, as required by Section 6.1; and

                    (f) any failure of the Company to pay or provide to the Executive any portion of the Executive’s compensation or benefits due under any Benefit Plan within seven days of the date such compensation or benefits are due (provided, however, that in the case of benefits, the Company shall have a period of 30 days after receipt of notice from Executive to cure any default), or any material breach by the Company of this Agreement or any employment agreement with the Executive.

      The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.”

          (c) Section 2 of the Agreement is hereby amended and restated in its entirety as follows:

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          “2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) or (b) the fulfillment by the Company of all of its obligations under Sections 4 and 6.2 if the Executive’s employment with the Company terminates prior to the expiration of the Term. “Term” shall mean the period commencing as of the Effective Date and continuing in effect through November 9, 2011; provided, however, that on November 9, 2011 and each November 9 thereafter, the Term shall be automatically extended for one additional year unless, not later than six months prior to the scheduled expiration of the Term (including any extension) thereof, the Company shall have given the Executive written notice that the Term will not be extended.”

          (d) The initial clause of Section 4.1(a) of the Agreement is hereby amended and restated in its entirety as follows:

          “(a) Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason, then the Executive shall be entitled to the following benefits:”

          (e) Section 4.1(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

          “(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

                    (1) the sum of (A) the Executive’s base salary through the date of termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 and (C) the amount of any accrued vacation pay, to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and

                    (2) the sum of (A) two (2) times the Executive’s annual base salary and target bonus as in effect immediately prior to the date of termination, and (B) the amount of any accrued vacation pay, to the extent not previously paid; and”

          (f) The reference to “18 months” in Section 4.1(a)(ii) is hereby amended to read “24 months”.

          (g) Section 4.1(b) of the Agreement is hereby amended and restated in its entirety as follows:

          “(b) Termination for Cause, Disability or Death. If the Company terminates the Executive’s employment with the Company for Cause, then the Company shall (i) pay the Executive in a lump sum in cash within 30 days after the date of termination, the Executive’s

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base salary through the date of termination and (ii) timely pay or provide to the Executive the Other Benefits. If the Company terminates the Executive’s employment with the Company because of the Executive’s disability or the Executive’s death, then the Company shall (i) pay the Executive or the Executive’s estate, in a lump sum in cash within 30 days after the date of termination, the Accrued Obligations and (ii) timely pay or provide to the Executive the Other Benefits.

          (h) Section 4.4 of the Agreement is hereby amended and restated in its entirety as follows:

          “4.4. Release of Claims by Executive. The Executive shall not be entitled to any payments or other benefits hereunder unless the Executive executes and, if applicable, does not revoke, a full and complete release of claims and a reasonable and customary separation agreement that includes nondisparagement and cooperation provisions. The parties further agree that the separation agreement shall not include any restrictive covenants that are in addition to those already contained in the Noncompetition Agreement between the Company and Executive dated November 9, 2006.

      2. Miscellaneous.

          (a) No Other Amendments. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Agreement. All other terms and conditions of the Agreement remain in full force and effect and the Parties hereby ratify and confirm their rights and obligations under the Agreement, as amended hereby.

          (b) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties and delivered to each of them.

          (c) Governing Law. This amendment and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts.

          (e) Effectiveness of Amendment. The amendments to the Agreement contemplated by this Amendment shall become effective upon the execution of this Amendment by the Parties.

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      IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the day and year first set forth above.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Steve Sheehan
EXECUTIVE:
/s/ Guy Broadbent
Guy Broadbent

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EX-10.9

EXHIBIT 10.9

THERMO FISHER SCIENTIFIC INC.

2005 STOCK INCENTIVE PLAN
as amended and restated on November 9, 2006

1. Purpose

     The purpose of this amended and restated 2005 Stock Incentive Plan (the “Plan”) of Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s and its Subsidiaries’ (as defined below) ability to attract, retain and motivate persons who are expected to make important contributions to the Company or a Subsidiary and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to align their interests with those of the Company’s stockholders. “Subsidiaries” means the present or future subsidiary corporations of the Company as defined in Sections 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business ventures (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest.

2. Eligibility

     All of the employees, officers, directors, consultants and advisors of the Company and its Subsidiaries are eligible to receive options, stock appreciation rights, restricted stock and other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed a “Participant”.

3. Administration and Delegation

     (a) Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

     (b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers.

     (c) Delegation to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to grant Awards to employees or officers of the Company or any of its Subsidiaries and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).

4. Stock Available for Awards

     (a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 11,000,000 shares of common stock, $1.00 par value per share, of the Company (the “Common Stock”). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. For purposes of counting the number of shares available for the grant of Awards under the Plan, (i) shares of Common Stock covered by Independent SARs (as defined in Section 6(b)(2)) shall be counted against the number of shares available for the grant of Awards under the Plan; provided, however, that Independent SARs which may be settled in cash only shall not be so counted; (ii) if any Award (A) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (B) results in any Common Stock not being issued (including as a result of an Independent SAR that was settleable either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan; provided, however, in the case of Incentive Stock Options (as hereinafter defined), the foregoing sentence shall be subject to any limitations under the Code; and (iii) shares of Common Stock tendered to the Company by a Participant to (A) purchase shares of Common Stock upon the exercise of an Award or (B) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards under the Plan.

     (b) Sub-limits. Subject to adjustment under Section 9, the following sub-limits on the number of shares subject to Awards shall apply:

               (1) Section 162(m) Per-Participant Limit. The maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 1,500,000 per calendar year. For purposes of the foregoing limit, the combination of an Option in tandem with a SAR (as each is hereafter defined) shall be treated as a single Award. The per-Participant limit described in this Section 4(b)(1) shall be construed and applied consistently with Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder (“Section 162(m)”).

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     (2) Limit on Awards other than Options and SARS. The maximum number of shares with respect to which Awards other than Options and SARs may be granted shall be 3,000,000.

     (3) Limit on Awards to Directors. The maximum number of shares with respect to which Awards may be granted to directors who are not employees of the Company or a Subsidiary at the time of grant shall be 500,000.

5. Stock Options

     (a) General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”.

     (b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company, any of the Company’s present or future subsidiary corporations as defined in Sections 424(f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board pursuant to Section 10(f), including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

(c) Exercise Price.

     (1) Establishment of Exercise Price. The Board shall establish the exercise price of each Option and specify such exercise price in the applicable option agreement; provided, however, that the exercise price shall be not less than 100% of the fair market value per share of Common Stock as determined by (or in a manner approved by) the Board (“Fair Market Value”) as of the date the Option is granted.

     (2) Limitation on Repricing. Unless such action is approved by the Company’s stockholders: (A) no outstanding Option granted under the Plan may be amended to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option (other than adjustments pursuant to Section 9) and (B) the Board may not cancel any outstanding Option and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled Option.

     (d) Duration of Options. Each Option shall be exercisable at such time or times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted for a term in excess of 10 years.

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     (e) Exercise of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Company together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company following exercise either as soon as practicable or, subject to such conditions as the Board shall specify, on a deferred basis (with the Company’s obligation to be evidenced by an instrument providing for future delivery of the deferred shares at the time or times specified by the Board).

     (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as the Board may otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

          (3) when the Common Stock is registered under the Securities Exchange Act of 1934 (the “Exchange Act”), by delivery of shares of Common Stock owned by the Participant valued at their Fair Market Value as of the date the shares of Common Stock are so delivered, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

          (4) to the extent permitted by applicable law and by the Board, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or

          (5) by any combination of the above permitted forms of payment.

     (g) Substitute Options. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Options contained in the other sections of this Section 5 or in Section 2. Substitute Options shall not count against the overall share limit set forth in Section 4(a), except as may be required by reason of Section 422 and related provisions of the Code.

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6. Stock Appreciation Rights.

     (a) General. A Stock Appreciation Right, or SAR, is an Award entitling the holder, upon exercise, to receive an amount in cash or Common Stock or a combination thereof (such form to be determined by the Board) determined in whole or in part by reference to appreciation, from and after the date of grant, in the fair market value of a share of Common Stock. SARs may be based solely on appreciation in the fair market value of Common Stock or on a comparison of such appreciation with some other measure of market growth such as (but not limited to) appreciation in a recognized market index. The date as of which such appreciation or other measure is determined shall be the exercise date unless another date is specified by the Board in the SAR Award.

     (b) Grants. Stock Appreciation Rights may be granted in tandem with, or independently of, Options granted under the Plan.

          (1) Tandem Awards. When Stock Appreciation Rights are expressly granted in tandem with Options, (i) the Stock Appreciation Right will be exercisable only at such time or times, and to the extent, that the related Option is exercisable (except to the extent designated by the Board in connection with a Reorganization Event or a Change in Control Event) and will be exercisable in accordance with the procedure required for exercise of the related Option; (ii) the Stock Appreciation Right will terminate and no longer be exercisable upon the termination or exercise of the related Option, except to the extent designated by the Board in connection with a Reorganization Event or a Change in Control Event and except that a Stock Appreciation Right granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the Stock Appreciation Right; (iii) the Option will terminate and no longer be exercisable upon the exercise of the related Stock Appreciation Right; and (iv) the Stock Appreciation Right will be transferable only with the related Option.

          (2) Independent SARs. A Stock Appreciation Right not expressly granted in tandem with an Option (“Independent SAR”) will become exercisable at such time or times, and on such conditions, as the Board may specify in the SAR Award.

     (c) Exercise. Stock Appreciation Rights may be exercised by delivery to the Company (or its designee) of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Company, together with any other documents required by the Company.

7. Restricted Stock.

     (a) General. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”).

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     (b) Terms and Conditions. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any.

     (c) Limitations on Vesting.

          (1) Except as set forth in subsection (c)(2) below, Restricted Stock Awards that vest based on the passage of time alone shall be zero percent vested prior to the first anniversary of the date of grant, no more than 33-1/3% vested prior to the second anniversary of the date of grant, and no more than 66-2/3% vested prior to the third anniversary of the date of grant. Restricted Stock Awards that vest upon the passage of time and provide for accelerated vesting based on performance shall not vest prior to the first anniversary of the date of grant.

          (2) Subsection (c)(1) above shall not apply to (i) Awards granted pursuant to Section 10(i) or (ii) to a maximum of 500,000 shares of Common Stock with respect to which Restricted Stock Awards may be granted. With respect to Restricted Stock Awards that are subject to subsection (c)(1) above, the Board may waive its rights to repurchase shares of Common Stock (or waive forfeiture thereof) or remove or modify any part or all of the restrictions (or vesting thereof) applicable to the Restricted Stock Award (x) in exercise of the authority granted to the Board in Section 10(d), at the time a Restricted Stock Award is granted and (y) pursuant to Section 9 or in such other extraordinary circumstances (as determined by the Board) affecting the Company, a Participant or the Plan after the Restricted Stock Award has been granted.

     (d) Stock Certificates. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Company, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.

     (e) Deferred Delivery of Shares. The Board may, at the time any Restricted Stock Award is granted, provide that, at the time Common Stock would otherwise be delivered pursuant to the Award, the Participant shall instead receive an instrument evidencing the right to future delivery of Common Stock at such time or times, and on such conditions, as the Board shall specify. The Board may at any time accelerate the time at which delivery of all or any part of the Common Stock shall take place. The Board may also permit an exchange of unvested shares of Common Stock that have already been delivered to a Participant for an instrument evidencing the right to future delivery of Common Stock at such time or times, and on such conditions, as the Board shall specify.

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8. Other Stock-Based Awards.

     (a) General.

     Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock Unit Awards”), including without limitation Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the conditions of each Other Stock Unit Awards, including any purchase price applicable thereto. At the time any Award is granted, the Board may provide that, at the time Common Stock would otherwise be delivered pursuant to the Award, the Participant will instead receive an instrument evidencing the Participant’s right to future delivery of the Common Stock.

     (b) Limitations on Vesting.

          (1) Except as set forth in subsection (b)(2) below, Other Stock Unit Awards that vest based on the passage of time along shall be zero percent vested prior to the first anniversary of the date of grant, no more that 33-1/3% vested prior to the second anniversary of the date of grant, and no more than 66-2/3% vested prior to the third anniversary of the date of grant. Other Stock Unit Awards that vest upon the passage of time and provide for accelerated vesting based on performance shall not vest prior to the first anniversary of the date of grant.

          (2) Subsection (b)(1) above shall not apply to (i) Awards granted pursuant to Section 10(i) or (ii) to a maximum of 500,000 shares of Common Stock with respect to which Restricted Stock Awards or Other Stock Unit Awards may be granted. With respect to Other Stock Unit Awards that are subject to subsection (b)(1) above, the Board may waive forfeiture thereof or remove or modify any part or all of the restrictions (or vesting thereof) applicable to the Other Stock Unit Award (x) in exercise of the authority granted to the Board in Section 9 or Section 10(d), at the time an Other Stock Unit Award is granted and (y) in such other extraordinary circumstances (as determined by the Board) affecting the Company, a Participant or the Plan after the Other Stock Unit Award has been granted.

9. Adjustments for Changes in Common Stock and Certain Other Events.

     (a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the sub-limits set forth in Sections 4(b), 7(c)(2) and 8(b), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share- and per-share provisions of each Stock Appreciation Right, (v) the repurchase price per share subject to each outstanding Restricted Stock Award and (vi) the share- and per-share-related provisions of each

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outstanding Other Stock Unit Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) to the extent determined by the Board.

     (b) Reorganization and Change in Control Events

          (1) Definitions

               (A) A “Reorganization Event” shall mean:

                    (i) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled;

                    (ii) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction; or

                    (iii) any complete liquidation or dissolution of the Company.

               (B) A “Change in Control Event” shall mean:

                    (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition directly by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or

                    (ii) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of this Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

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                    (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or

                    (iv) the approval by the stockholders of the Company of the complete liquidation or dissolution of the Company.

               (C) “Cause” shall have the meaning set forth in the Participant’s employment or other agreement with the Company or any Subsidiary, provided that if the Participant is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Cause, then Cause shall mean:

                    (i) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or any Subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the employing Company or Subsidiary that specifically identifies the alleged manner in which the Participant has not substantially performed the Participant’s duties; or

                    (ii) the willful engaging by the Participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Subsidiary.

For purposes of this definition, no act or failure to act, on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company or any Subsidiary.

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               (D) “Good Reason” shall have the meaning set forth in the Participant’s employment or other agreement with the Company or any Subsidiary, provided that if the Participant is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Good Reason, then Good Reason shall mean, the occurrence, on or after a Change in Control Event and without the affected Participant’s written consent, of:

                    (i) the assignment to the Participant of duties in the aggregate that are inconsistent with the Participant’s level of responsibility immediately prior to the Change in Control Event (including without limitation, in the case of a Participant who was, immediately prior to the Change in Control Event, an executive officer of the Company, such employee ceasing to be an executive officer of the Company);

                    (ii) a reduction by the employer in the Participant’s annual base salary, annual incentive compensation opportunity, or long term incentive compensation opportunity (including an adverse change in the performance criteria or a decrease in the target amount of annual or long term incentive compensation) from that in effect immediately prior to the Change in Control Event; or

                    (iii) the relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment immediately prior to the Change in Control Event, provided, however, such relocation also requires a material change in the Participant’s commute.

               (2) Effect of Reorganization Event on Options. Upon the occurrence of a Reorganization Event (regardless of whether such event also constitutes a Change in Control Event), or the execution by the Company of any agreement with respect to a Reorganization Event (regardless of whether such event will result in a Change in Control Event), the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in value (as determined by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, or in the event of a liquidation or

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dissolution of the Company, the Board shall, upon written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Reorganization Event and will terminate immediately prior to the consummation of such Reorganization Event, except to the extent exercised by the Participants before the consummation of such Reorganization Event; provided, however, in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Reorganization Event (the “Acquisition Price”), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Reorganization Event and that each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options. In the event of a Reorganization Event that does not also constitute a Change in Control Event, then to the extent all or any portion of an Option becomes exercisable solely as a result of the first sentence of this paragraph, upon exercise of such Option the Participant shall receive shares subject to a right of repurchase by the Company or its successor at the Option exercise price. Such repurchase right (i) shall lapse at the same rate as the Option would have become exercisable under its terms and (ii) shall not apply to any shares subject to the Option that were exercisable under its terms without regard to the first sentence of this paragraph.

          (3) Effect of Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event that is not a Change in Control Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award.

          (4) Effect of Reorganization Event on Stock Appreciation Rights and Other Stock Unit Awards. The Board may specify in an Award at the time of the grant the effect of a Reorganization Event on any SAR and Other Stock Unit Award.

          (5) Effect of Change in Control Event on Awards.

               (A) With respect to Awards granted on or after November 9, 2006:

                    (i) unless otherwise determined by the Board at the time of the grant or evidenced in an applicable instrument evidencing an Award or employment or other agreement, in the event that a Participant’s employment or service is terminated by the Company or any Subsidiary without Cause or by the Participant for Good Reason, in each case within eighteen (18) months following a Change in Control Event:

                         (x) any Award carrying a right to exercise that was not previously vested and exercisable shall become fully vested and exercisable and all outstanding Awards shall remain exercisable for one (1) year following such date of termination of

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employment or service but in no event beyond the original term of the Award and shall thereafter terminate; and

                         (y) the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any Award other than an Award described in (x) shall lapse and such Awards shall be deemed fully vested, and any performance conditions imposed with respect to Awards shall be deemed to be achieved at the higher of (aa) the target level for the applicable performance period or (bb) the level of achievement of such performance conditions for the most recently concluded performance period.

                    (ii) Notwithstanding subparagraph (i) of this Section 9(b)(5)(A), upon a Change in Control Event, the Board shall have the discretion to:

                         (x) accelerate the vesting or payment of any Award effective immediately upon the occurrence of a Change in Control Event; or

                         (y) convert the vesting of performance-based Awards to a time-based vesting schedule as deemed appropriate by the Board;

in each case only to the extent that such action would not cause any Award to result in deferred compensation that is subject to the additional twenty percent (20%) tax under Section 409A of the Code.

               (B) With respect to Awards granted before November 9, 2006, except to the extent specifically provided to the contrary in the instrument evidencing any Award or other agreement between a Participant and the Company, upon a Change in Control Event: (i) all Options then outstanding shall automatically become exercisable in full and (ii) all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied.

          (6) Adjustment for Excise Tax. The Board may, in its sole discretion, provide in an instrument evidencing an Award or otherwise for specific treatment of any outstanding Award in the event that any payment or benefit under this Plan would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) or any interest or penalties with respect to such Excise Tax. Such treatment may include the payment by the Company of a gross-up payment in an amount equal to such Excise Tax, interest and penalties or the imposition of a cutback in payments or benefits.

10. General Provisions Applicable to Awards

     (a) Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; except that the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or family partnership established

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solely for the benefit of the Participant and/or an immediate family member thereof if, with respect to such proposed transferee, the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such option under the Securities Act of 1933, as amended; provided that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

     (b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

     (c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

     (d) Termination of Status. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

     (e) Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld in connection with an Award to such Participant. If provided for in an Award or approved by the Company, in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

     (f) Amendment of Award. Except as set forth in Sections 5(c)(2), 7(c) and 8(b), the Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

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     (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

     (h) Acceleration. Except as otherwise provided in Section 7(c) and Section 8(b), the Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

     (i) Performance Conditions.

          (1) This Section 10(i) shall be administered by a Committee approved by the Board, all of the members of which are “outside directors” as defined by Section 162(m) (the “Section 162(m) Committee”).

          (2) Notwithstanding any other provision of the Plan, if the Section 162(m) Committee determines, at the time a Restricted Stock Award or Other Stock Unit Award is granted to a Participant, that such Participant is, or is likely to be as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee (as defined in Section 162(m)), then the Section 162(m) Committee may provide that this Section 10(i) is applicable to such Award.

          (3) If a Restricted Stock Award or Other Stock Unit Award is subject to this Section 10(i), then the lapsing of restrictions thereon and the distribution of cash or Shares pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Section 162(m) Committee, which shall be based on the relative or absolute attainment of specified levels of one or any combination of the following: (a) earnings per share, (b) return on average equity or average assets in relation to a peer group of companies designated by the Company, (c) earnings, (d) earnings growth, (e) earnings before interest, taxes and amortization (EBITA), (f) operating income, (g) operating margins, (h) revenues, (i) expenses, (j) stock price, (k) market share, (l) chargeoffs, (m) reductions in non-performing assets, (n) return on sales, assets, equity or investment, (o) regulatory compliance, (p) satisfactory internal or external audits, (q) improvement of financial ratings, (r) achievement of balance sheet or income statement objectives, (s) net cash provided from continuing operations, (t) stock price appreciation, (u) total shareholder return, (v) cost control, (w) strategic initiatives, (x) net operating profit after tax, (y) pre-tax or after-tax income, (z) cash flow, or (aa) such other objective goals established by the 162(m) Committee, and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance goals may be adjusted to exclude any one or more of (i) extraordinary items and other unusual or non-recurring items, (ii) discontinued operations, (iii) gains or losses on the dispositions of discontinued operations, (iv) the cumulative effects of

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changes in accounting principles, (v) the writedown of any asset, and (vi) charges for restructuring and rationalization programs. Such performance goals may vary by Participant and may be different for different Awards. Such performance goals may be particular to a Participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may cover such period as may be specified by the Section 162(m) Committee. Such performance goals shall be set by the Section 162(m) Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m).

          (4) Notwithstanding any provision of the Plan, with respect to any Restricted Stock Award or Other Stock Unit Award that is subject to this Section 10(i), the Section 162(m) Committee may adjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, and the Section 162(m) Committee may not waive the achievement of the applicable performance goals except in the case of the death, disability or termination of employment by the Company without Cause or by the Participant for Good Reason, in each case within 18 months of a Change in Control Event.

          (5) The Section 162(m) Committee shall have the power to impose such other restrictions on Awards subject to this Section 10(i) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.

11. Miscellaneous

     (a) No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

     (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

     (c) Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board, but no Award may be granted unless and until the Plan has been approved by the Company’s stockholders. No Awards shall be granted under the Plan after the completion of 10 years from the earlier of (i) the date on which the Plan was adopted by the

15

Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.

     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that (i) to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company’s stockholders if required by Section 162(m) (including the vote required under Section 162(m)); (ii) no amendment that would require stockholder approval under the rules of the New York Stock Exchange (“NYSE”) may be made effective unless and until such amendment shall have been approved by the Company’s stockholders, and (iii) if the NYSE amends its corporate governance rules so that such rules no longer require stockholder approval of “material revisions” to equity compensation plans, then, from and after the effective date of such amendment to the NYSE rules, no amendment to the Plan (A) materially increasing the number of shares authorized under the Plan, (B) expanding the types of Awards that may be granted under the Plan, (C) materially expanding the class of participants eligible to participate in the Plan, or (D) deleting or limiting any provisions prohibiting repricing of options shall be effective unless stockholder approval is obtained. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. No amendment of the Plan may adversely affect the rights of any Participant under any Award previously granted without such Participant’s consent.

     (e) Provisions for Foreign Participants. The Board may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

     (f) Compliance With Code Section 409A. No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code.

     (g) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

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EX-10.10

EXHIBIT 10.10

FISHER SCIENTIFIC INTERNATIONAL INC.
2005 EQUITY AND INCENTIVE PLAN, AS AMENDED FOR AWARDS
GRANTED ON OR AFTER NOVEMBER 9, 2006

          The following Plan applies to Awards granted on or after November 9, 2006. All Awards granted prior to November 9, 2006 shall be governed by the Plan in effect immediately prior to such date.

     1. Purpose; Types of Awards; Construction. The purposes of the 2005 Equity and Incentive Plan of Fisher Scientific International Inc. are to attract, motivate and retain (a) employees of the Company and any Subsidiary and Affiliate, (b) independent contractors who provide significant services to the Company, any Subsidiary or Affiliate and (c) non-employee directors of the Company, any Subsidiary or any Affiliate. The Plan is also designed to encourage stock ownership by such persons, thereby aligning their interest with those of the Company’s shareholders and to permit the payment of compensation that qualifies as performance-based compensation under Section 162(m) of the Code. Pursuant to the Long-Term Incentive Program described herein, there may be granted stock options (including “incentive stock options” and “non-qualified stock options”), and other stock based awards, including but not limited to restricted stock, restricted stock units, dividend equivalents, performance units, stock appreciation rights (payable in shares) and other long-term stock-based or cash-based Awards; excluding, however, reload or other automatic Awards made upon exercise of Options, which Awards shall not be granted under the Plan. Notwithstanding any provision of the Plan, to the extent that any Award would be subject to Section 409A of the Code, no such Award may be granted if it would fail to comply with the requirements set forth in Section 409A of the Code and any regulations or guidance promulgated thereunder.

     2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

          (a) “Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act,

          (b) “Award” means individually or collectively, a grant under the Plan of Options, Restricted Stock or Other Stock-Based Awards or Other Cash-Based Awards.

          (c) “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.

          (d) “Board” means the Board of Directors of the Company.

          (e) “Cause” shall have the meaning set forth in the Grantee’s employment or other agreement with the Company, any Subsidiary or any Affiliate, provided

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that if the Grantee is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Cause, then Cause shall mean (i) the willful and continued failure of the Grantee to perform substantially the Grantee’s duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Grantee by the employing Company, Subsidiary or Affiliate that specifically identifies the alleged manner in which the Grantee has not substantially performed the Grantee’s duties, or (ii) the willful engaging by the Grantee in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Subsidiary or Affiliate. For purposes of this provision, no act or failure to act, on the part of the Grantee, shall be considered “willful” unless it is done, or omitted to be done, by the Grantee in bad faith or without reasonable belief that the Grantee’s action or omission was in the best interests of the Company, Subsidiary or Affiliate.

     (f) “Change in Control” shall have the meaning set forth in Section 7(c) hereof.

     (g) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     (h) “Committee” means the committee established by the Board to administer the Plan. The Committee shall consist of not less than two directors who shall be appointed from time to time by, and shall serve at the pleasure of, the Board. The Committee shall be comprised solely of directors who are (a) “non-employee directors” under Rule 16b-3 of the Exchange Act, (b) “outside directors” under Section 162(m) of the Code and “independent directors” pursuant to New York Stock Exchange requirements.

     (i) “Company” means Thermo Fisher Scientific Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

     (j) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.

     (k) “Disability” means that a Grantee (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 period of not less than 12 months, or (ii) is, 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 period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or an Affiliate of the Company.

     (l) “Effective Date” means March 24, 2005.

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     (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.

     (n) “Excise Tax” shall have the meaning set forth in Section 7(d) hereof.

     (o) “Fair Market Value” means, with respect to Stock or other property, the fair market value of such Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Stock as of a particular date shall mean, (i) the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded, for the date on which an Award is granted or any other date on which a determination of fair market value is required (or if such date is not a trading day then the closing price on the last preceding date that was a trading day), or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine in good faith.

     (p) “Full Value Award” means any Award, other than an Option, which Award is settled in Stock.

     (q) “Good Reason” shall have the meaning set forth in the Grantee’s employment or other agreement with the Company, any Subsidiary or any Affiliate, provided that if the Grantee is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Good Reason, then Good Reason shall mean, the occurrence, on or after the date of a Change in Control and without the affected Grantee’s written consent, of (i) the assignment to the Grantee of duties in the aggregate that are inconsistent with the Grantee’s level of responsibility immediately prior to the date of the Change in Control or any diminution in the nature or status of the Grantee’s responsibilities from those in effect immediately prior to the date of the Change in Control (including, without limitation, in the case of a Grantee who was, immediately prior to the Change in Control, an executive officer of the Company, such employee ceasing to be an executive officer of a public company); (ii) a reduction by the employer in the Grantee’s annual base salary, annual incentive compensation opportunity, or long term incentive compensation opportunity (including an adverse change in performance criteria or a decrease in the target amount of annual or long term incentive compensation) from that in effect immediately prior to the Change in Control; or (iii) the relocation of the Grantee’s principal place of employment to a location more than fifty (50) miles from the Grantee’s principal place of employment immediately prior to the date of the Change in Control, provided, however, such relocation

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also requires a material change in the Grantee’s commute.

     (r) “Grantee” means a person who, as an employee of or independent contractor or non-employee director with respect to the Company, a Subsidiary or an Affiliate, has been granted an Award under the Plan.

     (s) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.

     (t) “NQSO” means any Option that is designated as a nonqualified stock option.

     (u) “Option” means a right granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO.

     (v) “Other Cash-Based Award” means an Award granted to a Grantee under Section 6(b)(iii) hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

     (w) “Other Stock-Based Award” means an Award granted to a Grantee pursuant to Section 6(b)(iii) hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock including but not limited to performance units, stock appreciation rights (payable in shares), restricted stock units or dividend equivalents, each of which may be subject to the attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan.

     (x) “Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses, (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xviii) personal

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professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary or Affiliate, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index. a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

     (y) “Plan” means this Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended from time to time.

     (z) “Plan Year” means a calendar year.

     (aa) “Restricted Stock” means a share of Stock that is subject to restrictions set forth in the Plan or any Award Agreement.

     (bb) “Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.

     (cc) “Stock” means shares of common stock, par value $1.00 per share, of the Company.

     (dd) “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if, at the time of granting of an Award, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

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          (ee) “Total Payments” shall have the meaning set forth in Section 7(d) hereof.

3. Administration.

     (a) At the discretion of the Board, the Plan shall be administered either (i) by the Board or (ii) by the Committee. In the event the Board is the administrator of the Plan, references herein to the Committee shall be deemed to include the Board. The Board may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. The Committee shall choose one of its members as chairman and shall hold meetings at such times and places as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting. The Board or the Committee may appoint and delegate to another committee (“Option Committee”) any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions involving equity securities of the Company at the time any such delegated authority is exercised. With respect to Awards that are intended to meet the performance-based compensation exception of Section 162(m) of the Code and that are made to a Grantee who is expected to be a Covered Employee, such delegation shall not include any authority, which if exercised by the Option Committee rather than by the Committee, would cause the Grantee’s Award to fail to meet such exception.

     (b) The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the power and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including without limitation, the authority to grant Awards, to determine the persons to whom and the time or times at which Awards shall be granted, to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, accelerated, exchanged, or surrendered; to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the

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administration of the Plan. Notwithstanding the foregoing, the Committee shall not take any action with respect to an Award that would be treated, for accounting purposes, as a “repricing” of such Award unless such action is approved by the Company’s shareholders. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Committee member (or member of the Option Committee) shall be liable for any action or determination made with respect to the Plan or any Award.

4. Eligibility.

     (a) Awards may be granted to officers, independent contractors, employees and non-employee directors of the Company or of any of its Subsidiaries and Affiliates; provided, that ISOs shall be granted only to employees (including officers and directors who are also employees) of the Company, its parent or any of its Subsidiaries.

     (b) No ISO shall be granted to any employee of the Company, its parent or any of its Subsidiaries if such employee owns, immediately prior to the grant of the ISO, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company or a parent or a Subsidiary, unless the purchase price for the stock under such ISO shall be at least 110% of its Fair Market Value at the time such ISO is granted and the ISO, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the stock ownership under this paragraph, the provisions of Section 424(d) of the Code shall be controlling.

5. Stock Subject to The Plan.

     (a) The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan (the “Share Limit”) shall be 14,303,064 and shall be subject to adjustment as provided herein; provided that each share issued under the Plan pursuant to a Full Value Award shall be counted against the foregoing Share Limit as 1.8 shares for every one share actually issued in connection with such Award. (For example, if 100 shares of Restricted Stock are granted under this Plan, 180 shares shall be charged against the Share Limit in connection with that Award.) The aggregate Awards granted during any fiscal year to any single individual who is likely to be a “covered employee” as defined under Code Section 162(m) shall not exceed (i) 1,000,000 shares subject to Options or stock appreciation rights and (ii) 500,000 shares subject to Restricted Stock or Other Stock-Based Awards (other than stock appreciation rights). Determinations made in respect of the limitation set forth in the preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. Such shares may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates

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or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Grantee or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Grantee or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan.

     (b) Except as provided in an Award Agreement or as otherwise provided in the Plan, in the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards or the total number of Awards issuable under the Plan, (ii) the number and kind of shares of Stock or other property issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price or purchase price relating to any Award, (iv) the Performance Goals and (v) the individual limitations applicable to Awards; provided that, with respect to ISOs, any adjustment shall be made in accordance with the provisions of Section 424(h) of the Code and any regulations or guidance promulgated thereunder, and provided further that no such adjustment shall cause any Award hereunder which is or becomes subject to Section 409A of the Code to fail to comply with the requirements of such section.

6. Specific Terms of Awards.

     (a) General. The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis.

     (b) Awards. The Committee is authorized to grant to Grantees the following Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards at

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the date of grant or thereafter.

     (i) Options. The Committee is authorized to grant Options to Grantees on the following terms and conditions:

          (A) Type of Award. The Award Agreement evidencing the grant of an Option under the Plan shall designate the Option as an ISO or an NQSO.

          (B) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, but in no event shall the exercise price of an Option per share of Stock be less than the Fair Market Value of a share of Stock as of the date of grant of such Option. The purchase price of Stock as to which an Option is exercised shall be paid in full at the time of exercise; payment may be made in cash, which may be paid by check, or other instrument acceptable to the Company, or, with the consent of the Company, in shares of Stock, valued at the Fair Market Value on the date of exercise (including shares of Stock that otherwise would be distributed to the Grantee upon exercise of the Option), or if there were no sales on such date, on the next preceding day on which there were sales or (if permitted by the Committee and subject to such terms and conditions as it may determine) by surrender of outstanding Awards under the Plan, or the Committee may permit such payment of exercise price by any other method it deems satisfactory in its discretion. In addition, subject to applicable law and pursuant to procedures approved by the Company, payment of the exercise price may he made through the sale of Stock acquired on exercise of the Option, valued at Fair Market Value on the date of exercise, sufficient to pay for such Stock (together with, if requested by the Company, the amount of federal, state or local withholding taxes payable by Grantee by reason of such exercise). Any amount necessary to satisfy applicable federal, state or local tax withholding requirements shall be paid promptly upon notification of the amount due. The Company may permit such amount of tax withholding to be paid in shares of Stock previously owned by the employee, or a portion of the shares of Stock that otherwise would he distributed to such employee upon exercise of the Option, or a combination of cash and shares of such Stock.

          (C) Term and Exercisability of Options. Options shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided that, the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. An Option may be exercised to the extent of any or all full shares of Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee or its designated agent.

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     (D) Termination of Employment. Unless otherwise provided in the applicable Award Agreement or employment agreement, or unless otherwise determined by the Committee:

          (I) Except as set forth herein or in subsections II, III, IV or V below, an Option may not be exercised unless the Grantee is then in the employ of, maintains an independent contractor relationship with, or is a director of, the Company or a Subsidiary or an Affiliate (or a company or a parent or subsidiary company of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Grantee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the Option.

          (II) If the Grantee’s employment or service terminates because of Grantee’s death or Disability, all of such Grantee’s Options (regardless of the extent to which such Options are then exercisable) shall be exercisable as of such date of termination and remain outstanding until the earlier of (i) one (1) year from the date of termination or (ii) the expiration of the term of the Option.

          (III) If the Grantee’s employment or service terminates upon the Grantee’s retirement from the Company or a Subsidiary or an Affiliate prior to the expiration of the term of the Option then, subject to Section 6(b)(i)(D)(V) below, this option shall vest and become 100% exercisable upon the date of such retirement and the right to exercise this option shall terminate eighteen months following such date (but in no event after the expiration of the term of the Option), provided that the retirement date occurs at least one year after the date of grant. For the purposes of this Agreement, a Grantee shall be deemed to have “retired” (i) in the event of a non-employee director of the Company, when he or she ceases to be a director of the Company and (ii) in the event of an employee of the Company or a Subsidiary or an Affiliate, upon his or her resignation from employment with the Company or a Subsidiary or an Affiliate either (A) after the age of 55 and the completion of 10 continuous years of service to the Company or a Subsidiary or an Affiliate comprising at least 20 hours per week or (B) after the age of 60 and the completion of 5 continuous years of service to the Company or a Subsidiary or an Affiliate comprising at least 20 hours per week.

          (IV) If the Grantee’s employment or service is terminated for Cause, all vested and unvested outstanding Options granted to such Grantee shall terminate on the date of the Grantee’s termination of employment or service.

          (V) If the Grantee’s employment or service with the Company and its Affiliates and Subsidiaries terminates (including by reason of the Affiliate

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or Subsidiary which employs the Grantee ceasing to be an Affiliate or Subsidiary of the Company) other than as described in subsections (II), (III) and (IV) above, the portions of outstanding Options granted to such Grantee that are exercisable as of the date of such termination of employment or service shall remain exercisable until the earlier of (i) three (3) months following the date of such termination of employment or service and (ii) expiration of the term of the Option and shall thereafter terminate. All additional portions of outstanding Options granted to such Grantee which are not exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service.

          (E) Other Provisions. Options may be subject to such other conditions including, but not limited to, restrictions on transferability of, or provisions for recovery of, the shares acquired upon exercise of such Options (or proceeds of sale thereof), as the Committee may prescribe in its discretion or as may be required by applicable law.

(ii) Restricted Stock.

     (A) The Committee may grant Awards of Restricted Stock, alone or in tandem with other Awards under the Plan, subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Award Agreement (provided that any such Award is subject to the vesting requirements described herein). The vesting of a Restricted Stock Award granted under the Plan may be conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary or Affiliate, upon the attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion. Notwithstanding the foregoing, if the vesting condition for any Full Value Award (including Award of Restricted Stock), excluding any Full Value Award made to a Grantee upon commencement of his employment, relates exclusively to the passage of time and continued employment, such time period shall not be less than 36 months, with thirty-three and one-third percent (33 1/3%) of the Award vesting every 12 months from the date of the Award, subject to Sections 6(b)(ii)(E) and 7. If the vesting condition for any Full Value Award (including Award of Restricted Stock), excluding any Full Value Award made to a Grantee upon commencement of his employment, relates to the attainment of specified Performance Goals, such Full Value Award shall vest over a performance period of not less than one (1) year, subject to Sections 6(b)(ii)(E) and 7.

     (B) The Committee shall determine the price, which, to the extent required by law, shall not be less than the par value of the Stock, to be paid by the Grantee for each share of Restricted Stock or unrestricted stock or stock units subject to the Award. Each Award Agreement with respect to such stock award shall set forth the amount (if any) to be paid by the Grantee with respect to such Award and when and under what circumstances such payment is required to be made.

Page A-11

     (C) The Company may provide that a certificate or certificates representing the shares underlying a Restricted Stock Award shall be registered in the Grantee’s name and bear an appropriate legend specifying that such shares are not transferable and are subject to the provisions of the Plan and the restrictions, terms and conditions set forth in the applicable Award Agreement, or that such certificate or certificates shall be held in escrow by the Company on behalf of the Grantee until such shares become vested or are forfeited. Except as provided in the applicable Award Agreement, no shares of Stock underlying a Restricted Stock Award may be assigned, transferred, or otherwise encumbered or disposed of by the Grantee until such shares of Stock have vested in accordance with the terms of such Award.

     (D) If and to the extent that the applicable Award Agreement may so provide, a Grantee shall have the right to vote and receive dividends on Restricted Stock granted under the Plan. Unless otherwise provided in the applicable Award Agreement, any Stock received as a dividend on or in connection with a stock split of the shares of Stock underlying a Restricted Stock Award shall be subject to the same restrictions as the shares of Stock underlying such Restricted Stock Award.

     (E) Upon termination of employment with or service to the Company or any Affiliate or Subsidiary of the Company (including by reason of such Subsidiary or Affiliate ceasing to be a Subsidiary or Affiliate of the Company), during the applicable restriction period, Restricted Stock shall be forfeited; provided, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.

(iii) Other Stock-Based or Cash-Based Awards.

     (A) The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including the Performance Goals and performance periods. Stock or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under Section 6(iii) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, Stock, other Awards, notes or other property, as the Committee shall determine, subject to any required corporate action.

     (B) With respect to a Covered Employee, the maximum value of the aggregate payment that any Grantee may receive with respect to Other Cash-Based Awards

Page A-12

pursuant to this Section 6(b)(iii) in respect of any annual performance period is $15 million and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve. No payment shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals have been attained. The Committee may establish such other rules applicable to the Other Stock- or Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.

     (C) Payments earned in respect of any Cash-Based Award may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. Notwithstanding the foregoing, any Awards may be adjusted in accordance with Section 5(b) hereof.

7. Change in Control Provisions.

     (a) Unless otherwise determined by the Committee at the time of grant or evidenced in an applicable Award Agreement or employment or other agreement, in the event that a Grantee’s employment or service is terminated by the Company without Cause or by the Grantee for Good Reason, in each case within eighteen (18) months following a Change in Control:

     (i) any Award carrying a right to exercise that was not previously vested and exercisable shall become fully vested and exercisable and all outstanding Awards shall remain exercisable for one (1) year following such date of termination of employment or service but in no event beyond the original term of the Award and shall thereafter terminate; and

     (ii) the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any Award other than an Award described in (i) granted under the Plan shall lapse and such Awards shall be deemed fully vested, and any performance conditions imposed with respect to Awards shall be deemed to be achieved at the higher of (x) the target level for the applicable performance period or (y) the level of achievement of such performance conditions for the most recently concluded performance period.

     (b) Notwithstanding the foregoing, in the event of a Change in Control, the Committee shall have the discretion to:

     (i) accelerate the vesting or payment of any Award effective immediately upon the occurrence of a Change in Control; or

     (ii) convert the vesting of performance-based Awards to a time-based vesting schedule as deemed appropriate by the Committee;

in each case only to the extent that such action would not cause any Award to

Page A-13

result in deferred compensation that is subject to the additional twenty percent (20%) tax under Section 409A of the Code.

     (c) A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

     (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or

     (ii) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on November 9, 2006 or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

     (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in

Page A-14

such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or

     (iv) the approval by the stockholders of the Company of the complete liquidation or dissolution of the Company.

     (d) The Committee may, in its sole discretion, provide in an Award Agreement or otherwise for specific treatment of any outstanding Award in the event that any payment or benefit under this Plan would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) or any interest or penalties with respect to such excise tax. Such treatment may include the payment by the Company of a gross-up payment in an amount equal to such excise tax, interest and penalties or the imposition of a cutback in payments or benefits.

     (e) Unless otherwise provided by the Committee or set forth in a Grantee’s Award Agreement, notwithstanding the provisions of this Plan, in the event that any payment or benefit received or to be received by the Grantee in connection with a Change in Control or the termination of the Grantee’s employment or service (whether pursuant to the terms of this Plan or any other plan, arrangement or agreement with the Company, any Subsidiary, any Affiliate, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, “‘Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the payment or benefit to be received by the Grantee upon a Change in Control shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments).

8. General Provisions.

     (a) Nontransferability, Deferrals and Settlements. Unless otherwise

Page A-15

determined by the Committee or provided in an Award Agreement, Awards shall not be transferable by a Grantee except by will or the laws of descent and distribution and shall be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal representative. If, and to the extent, so determined by the Committee, the Options granted under the Plan may be transferred either for or without consideration; provided, however, that any contemplated program resulting in the transfer of options for consideration to third parties in excess of one percent (l%) of Stock outstanding shall be subject to shareholder approval prior to any such transfer. Any Option which is transferable for consideration shall be counted as a Full Value Award under the Plan’s Share Limit. Any Award shall be null and void and without effect upon any attempted assignment or transfer, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, trustee process or similar process, whether legal or equitable, upon such Award. The Committee may require or permit Grantees to elect to defer the issuance of shares of Stock, or the settlement of Awards in cash under such rules and procedures as established under the Plan to the extent that such deferral complies with Section 409A of the Code and any regulations or guidance promulgated thereunder. It may also provide that deferred settlements include the payment or crediting of interest on the deferral amounts.

     (b) No Right to Continued Employment, etc. Nothing in the Plan or in any Award granted or any Award Agreement, promissory note or other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Company, any Subsidiary or any Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement, promissory note or other agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee’s employment or service.

     (c) Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property with a Fair Market Value not in excess of the minimum amount required to be withheld and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations.

     (d) Stockholder Approval; Amendment and Termination. The Plan shall take effect on the Effective Date but the Plan (and any grants of Awards made prior to the stockholder approval mentioned herein) shall be subject to the requisite approval of the stockholders of the Company, which approval must occur within twelve (12) months of the date that the Plan is adopted by the Board. In the event that the stockholders of the Company do not ratify the Plan at a meeting of the

Page A-16

stockholders at which such issue is considered and voted upon, then upon such event the Plan and all rights hereunder shall immediately terminate and no Grantee (or any permitted transferee thereof) shall have any remaining rights under the Plan or any Award Agreement entered into in connection herewith. The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Grantee under any Award theretofore granted without such Grantee’s consent, or that without the approval of the stockholders (as described below) would, except as provided in Section 5, increase the total number of shares of Stock reserved for the purpose of the Plan. In addition, stockholder approval shall be required with respect to any amendment that materially increases benefits provided under the Plan or materially alters the eligibility provisions of the Plan. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on the tenth anniversary of its Effective Date. No Awards shall be granted under the Plan after such termination date.

     (e) No Rights to Awards; No Stockholder Rights. No Grantee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of a stock certificate to him for such shares.

     (f) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any rights that are greater than those of a general creditor of the Company.

     (g) No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

     (h) Regulations and Other Approvals.

     (i) The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Company.

     (ii) Each Award is subject to the requirement that, if at any time the Company determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any

Page A-17

governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company.

     (iii) In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

     (i) Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

Page A-18

EX-10.11

EXHIBIT 10.11

FISHER SCIENTIFIC INTERNATIONAL INC.

2005 EQUITY AND INCENTIVE PLAN, AS AMENDED FOR AWARDS
GRANTED ON OR AFTER NOVEMBER 9, 2006

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

     THIS AGREEMENT is made by and between THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the “Company”), and [___], (“Optionee”), as of [___].

RECITALS

     A. The Company has adopted and approved the Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006 (the “Plan”), a copy of which is attached to this Agreement; and

     B. The Committee appointed to administer the Plan has determined that Optionee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the Option provided for herein to Optionee; and

     C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

     D. Optionee has accepted the grant of the Option and agreed to the terms and conditions hereinafter stated.

     NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

ARTICLE I

GRANT OF OPTION

Section 1.1 — Grant of Option.

     Subject to the provisions of this Agreement, the provisions of the Plan, the provisions of the Company’s current agreement relating to intellectual property, confidential information, competitive activities, non-solicitation and dispute resolution in effect at the time between the Company and [          ], the Company has granted

effective [___] (the “Grant Date”) to Optionee the right and option to purchase all or any part of [ ] shares of common stock, par value $1.00 per share (“Stock”), of the Company. The Option granted pursuant to this Agreement is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 1.2 — Exercise Price.

     The exercise price of the Option shall be $[ ] per share of Stock subject to the Option.

ARTICLE II

VESTING AND EXERCISABILITY

Section 2.1 — Vesting and Exercisability.

     (i) Vesting Schedule. Except as otherwise provided herein or in the Plan, the Option shall become 100 percent vested three years from the date of grant, if Optionee has continuously provided services to the Company, a Subsidiary or Affiliate or has been continuously employed by the Company, a Subsidiary or Affiliate until such date. Prior to becoming 100 percent vested, the Option shall become exercisable in three cumulative installments as follows and shall remain exercisable until the seventh anniversary of the date of grant (the “Option Term”), subject to the forfeiture provisions set forth in Section 2.2(a):

		Date First Available
%	Number of Shares	For Exercise
[ ]%	[ ]	[ ]
[ ]%	[ ]	[ ]
[ ]%	[ ]	[ ]

     (ii) Accelerated Vesting. If the Optionee’s employment or service terminates because of Optionee’s death or Disability during the Option Term, the Option shall become 100 percent vested and exercisable (regardless of the extent to which such Option was then vested) as of the date of termination of the Optionee’s employment or service.

Section 2.2 — Expiration of Option.

     (a) Except as set forth herein or in subsections (b), (c), (d) or (e) below, an Option may not be exercised unless the Optionee is then in the employ of, maintains an independent contractor relationship with, or is a director of, the Company or a Subsidiary

or an Affiliate (or a company or a parent or subsidiary company of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Optionee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the Option.

     (b) If the Optionee’s employment or service terminates because of Optionee’s death or Disability, all of the Optionee’s Options (regardless of the extent to which such Options are then exercisable) shall be exercisable as of such date of termination and remain outstanding until the earlier of (i) one (1) year from the date of termination or (ii) the expiration of the term of the Option.

     (c) If the Optionee’s employment or service terminates upon the Optionee’s retirement from the Company or a Subsidiary or an Affiliate prior to the expiration of the term of the Option then, subject to Section 2.2(e) below, this option shall vest and become 100% exercisable upon the date of such retirement and the right to exercise this option shall terminate eighteen months following such date (but in no event after the expiration of the term of the Option), provided that the retirement date occurs at least one year after the date of grant. For the purposes of this Agreement, an Optionee shall be deemed to have “retired” (i) in the event of a non-employee director of the Company, when he or she ceases to be a director of the Company and (ii) in the event of an employee of the Company or a Subsidiary or an Affiliate, upon his or her resignation from employment with the Company or a Subsidiary or an Affiliate either (A) after the age of 55 and the completion of 10 continuous years of service to the Company or a Subsidiary or an Affiliate comprising at least 20 hours per week or (B) after the age of 60 and the completion of 5 continuous years of service to the Company or a Subsidiary or an Affiliate comprising at least 20 hours per week.

     (d) If the Optionee’s employment or service is terminated for Cause, all vested and unvested outstanding Options granted to such Optionee shall terminate on the date of the Optionee’s termination of employment or service.

     (e) If the Optionee’s employment or service with the Company and its Affiliates and Subsidiaries terminates (including by reason of the Affiliate or Subsidiary which employs the Optionee ceasing to be an Affiliate or Subsidiary of the Company) other than as described in subsections (b), (c) and (d) above, the portions of outstanding Options granted to the Optionee that are exercisable as of the date of such termination of employment or service shall remain exercisable until the earlier of (i) three (3) months following the date of such termination of employment or service and (ii) expiration of the term of the Option and shall thereafter terminate. All additional portions of outstanding Options granted to such Optionee which are not exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service.

ARTICLE III

EXERCISE OF OPTION

Section 3.1 — Manner of Exercise.

     (a) The Option, to the extent then vested and exercisable, shall be exercisable by delivery to the Company of a notice in form acceptable to the Company stating the number of shares as to which the Option is exercised pursuant to this Agreement and a designation of the method of payment of the exercise price with respect to Stock to be purchased.

     (b) The exercise price of the Option, or portion thereof, with respect to Stock to be purchased, shall be paid in full at the time of exercise; payment may be made in cash, which may be paid by check, or other instrument or in any other manner acceptable to the Company. In addition, any amount necessary to satisfy applicable federal, state or local tax requirements shall be paid promptly upon notification of the amount due. The Company may permit, in its sole discretion, such amounts to be paid in Stock previously owned by the employee, or a portion of Stock that otherwise would be distributed to such employee upon exercise of the Option, or a combination of cash and such Stock.

ARTICLE IV

MISCELLANEOUS

Section 4.1 — Transferability of Option.

     Unless the Committee determines otherwise, the Option is nontransferable except by will or the laws of descent and distribution.

Section 4.2 — Taxes and Withholdings.

     Not later than the date of exercise of the Option granted hereunder, Optionee shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option. The Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to Optionee any obligations due to the Company and federal, state, and local taxes of any kind required by law to be withheld upon the exercise of such option.

Section 4.3 — Restrictive Covenants.

     If the Optionee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan (including the Company’s current agreement relating to intellectual property, confidential information, competitive activities, non-solicitation and dispute resolution in effect at the time), then such conduct shall also be deemed to be a breach of

the terms of the Plan and this Agreement. Upon such breach the Option shall be cancelled and, if and to the extent the Option was exercised within a period of 12 months prior to such breach, the Optionee shall be required to return to the Company, upon demand, any cash or equity acquired by Optionee upon such exercise or sale.

Section 4.4 — Governing Law.

     This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Optionee and the Optionee’s legal representative in respect of any questions arising under the Plan or this Agreement.

Section 4.5 — Effect of Agreement.

     Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

Section 4.6 — Conflicts and Interpretations.

     In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern.

Section 4.7 — Amendment.

     This Agreement may not be amended in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of such party of a provision of this Agreement.

(Remainder of page intentionally left blank)

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Optionee has hereunto set Optionee’s hand.

	THERMO FISHER SCIENTIFIC INC.
	BY:
Signature of Optionee:
[                      ]
Address
Social Security Number

EX-10.12

EXHIBIT 10.12

[D&O Form as of 11/9/06]

[Text that appears in brackets should be added to the agreement as appropriate.]

THERMO FISHER SCIENTIFIC INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Granted Under

[NAME OF EQUITY INCENTIVE PLAN]

1. Grant of Option.

     This agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on [          ], 200[ ] (the “Grant Date”) to [          ] (the “Participant”), an employee, officer, consultant, or director of the Company or one of its Subsidiaries, of an Option to purchase, in whole or in part, on the terms provided herein and in the Company’s [Name of Equity Incentive Plan] (the “Plan”), a total of [          ] shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) at $[          ] per Share. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on [___] (the “Final Exercise Date”).

     It is intended that the Option evidenced by this agreement shall not be an incentive stock Option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule. Except as otherwise provided in paragraphs (d) through (g) of Section 3 below and the Plan, this Option will become exercisable (“vest”) as to___. [The vesting of this Option shall be in accordance with the provision of the Plan. In the event of this Option vests based solely on the passage of time, insert the following in the blank above: “[     ] % of the original number of Shares on the [___] anniversary of the Grant Date and as to an additional [          ] % of the original number of Shares at the end of [each] anniversary of the Grant Date following the first anniversary of the Grant Date until the [___] anniversary of the Grant Date”] The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof.

3. Exercise of Option.

     (a) Form of Exercise. Each election to exercise this Option shall be in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time. The Participant may purchase less

than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share.

     (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive Option grants under the Plan (an “Eligible Participant”).

     (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d)-(g) below, the right to exercise this Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation.

     (d) Death or Disability. If the Participant dies or becomes disabled (as defined below) prior to the Final Exercise Date while he or she is an Eligible Participant, this Option shall vest and become 100% exercisable upon the date of such death or disability and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

     (e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company or a Subsidiary for “Cause” (as defined in the Plan), the right to exercise this Option shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

     (f) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Exercise Date then, subject to Section 3(e) above, this Option shall vest and become 100% exercisable upon the date of such retirement and the right to exercise this Option shall terminate eighteen months following such date (but in no event after the Final Exercise Date), provided that the retirement date occurs at least one year after the Grant Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” (i) in the event of a non-employee director of the Company, when he or she ceases to be a director of the Company and (ii) in the event of an employee of the Company or a Subsidiary, upon his or her resignation from employment with the Company or a Subsidiary either (A) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (B) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

     (g) Change in Control Event. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) or by the Participant for “Good Reason” (as defined in the Plan), in each case within 18 months following a Change in Control Event, this Option shall vest and become 100% exercisable upon the date of

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such termination of employment or service and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date).

4. Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option in accordance with the instructions therefor described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time; provided, however, except as otherwise permitted by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

5. Nontransferability of Option. This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of this Option by the Participant to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member thereof; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Option under the Securities Act of 1933, as amended; and provided further that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

6. Provisions of the Plan. This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.

7. No Right To Employment or Other Status. The grant of this Option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

8. Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary under any agreement, policy or plan of the Company or any Subsidiary, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this Option shall be cancelled and, to the extent some or all of this Option was exercised within a period of 12 months prior to such breach, the Participant shall be required to forfeit to the Company, upon demand, any cash or Shares acquired by the Participant upon such exercise or sale.

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9. Governing Law. This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

       IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

	THERMO FISHER SCIENTIFIC INC.
Dated:	By:
		Name:
		Title:

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EX-10.13

EXHIBIT 10.13

THERMO FISHER SCIENTIFIC INC.

2005 STOCK INCENTIVE PLAN,

as amended and restated on November 9, 2006

STOCK OPTION AGREEMENT

Marijn E. Dekkers
Optionee

	$
Number of Shares of	Exercise Price
Common Stock Subject	Per Share
to the Option (“Option Shares”)

Vesting Schedule

# of Shares	Vesting Date(s)
%
%
%
%
%

 November 9, 2006
Grant Date November 9, 2013
Expiration Date

     Thermo Fisher Scientific Inc. (the “Company”) confirms the grant to you of an option (the “Option”) to acquire the number of shares of common stock (the “Common Stock”) specified above, of the Company, subject to the provisions of the 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 (the “Plan”) and the terms, conditions and restrictions contained in this agreement (the “Agreement”). You acknowledge receipt of the Plan and the Agreement for your records.

THERMO FISHER SCIENTIFIC INC.

By:                                                            

     1. Grant of Option. This Agreement contains the terms and conditions of a grant of a nonqualified stock option to purchase the shares of the common stock of the Company (the “Option Shares”) made to the Optionee, pursuant to the Plan. Attached is a copy of the Plan, which is incorporated in this Agreement by reference and made a part hereof. This Option is intended to be a non-statutory stock option under the Internal Revenue Code of 1986, as amended. For purposes of this Agreement, the defined terms used herein and not otherwise defined shall have the meaning set forth in that certain Amended and Restated Employment Agreement, dated as of November 21, 2002, by and between the Optionee and the Company, as the same may be amended from time to time (the “Employment Agreement”).

     2. Exercisability and Vesting of Option. The Option may be exercised only to the extent the Option shall have vested in accordance with this Agreement. The Option shall vest and become exercisable in accordance with the terms of this Section 2.

     (a) General Rule. Except as otherwise provided in this Section 2, the Option shall vest and be exercisable in accordance with the vesting schedule set forth on the first page of this Agreement, provided that on each vesting date the Optionee is then, and has been since the Grant Date, continuously employed by the Company or its Affiliates.

     (b) Exceptions. Notwithstanding subsection (a) above, the Option shall fully vest and become exercisable as to 100% of the Option Shares in the following circumstances:

     (i) In the event of the Optionee’s death or Disability, all Option Shares that have not previously vested shall immediately vest; provided that the Optionee was employed by the Company or its Affiliates immediately prior to the date of death or Disability.

     (ii) In the event the Optionee’s employment is terminated by the Company without Cause (as the term “Cause” is defined in paragraph (c) below) or in the event the Optionee terminates employment for Good Reason (it being understood in this context, a termination of employment by the Company without Cause or by the Optionee with Good Reason does not include a termination due to the Optionee’s death or Disability or termination with Cause or without Good Reason), all Option Shares that have not previously vested shall immediately vest.

          (c) Forfeiture. In the event (i) the Company terminates the Optionee’s employment for Cause, notwithstanding anything to the contrary set forth in the Employment Agreement all Option Shares underlying this Option that have not previously vested on such date and all unexercised Option Shares underlying this Option on such date shall be immediately forfeited to the Company, (ii) the Optionee terminates employment on his own initiative (it being understood that in this context, a termination of employment on the Optionee’s own initiative does not include termination due to his death, Disability or with Good Reason), all Option Shares underlying this Option that have not previously vested on such date shall be immediately forfeited to the Company or (iii) the Optionee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company

2

under any agreement, policy or plan of the Company, such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement and upon such breach, this Option shall be cancelled and, to the extent some or all of this Option was exercised within a period of 12 months prior to such breach, the Optionee shall be required to forfeit to the Company, upon demand, any cash or Option Shares acquired by the Optionee upon such exercise or sale. For the purposes of this Agreement and notwithstanding anything to the contrary set forth in the Employment Agreement, “cause” shall mean (i) the commitment of a felony or any crime involving moral turpitude by the Optionee, that is materially injurious to the Company or (ii) in carrying out the Optionee’s duties, the Optionee intentionally engages in conduct that constitutes gross neglect or gross misconduct that is materially injurious to the Company. The Optionee shall be considered to have been discharged for cause if the Company determines, within 30 days after the Optionee’s resignation, that discharge for cause was warranted.

     3. Termination of Option. This Option shall terminate on the date that is the earliest of: (a) the Expiration Date of the Option set forth on the first page of this Agreement, (b) three (3) years after the Termination Date if the Optionee is terminated due to death or Disability, or the Optionee is terminated by the Company without Cause, or the Optionee’s employment terminates upon the expiration of the Term, or the Optionee terminates employment for Good Reason, (c) notwithstanding anything to the contrary set forth in the Employment Agreement, the Termination Date in the event the Company terminates the Optionee’s employment for Cause, or (d) 90 days after the Termination Date in the event the Optionee terminates employment on his own initiative (it being understood that in this context, a termination of employment on the Optionee’s own initiative does not include termination due to his death, Disability or with Good Reason).

     4. No Assignment of Rights. Except for assignments or transfers by will or applicable laws of descent and distribution, the Optionee’s rights and interests under this Agreement and the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise, including without limitation by way of execution, levy, garnishment, attachment, pledge or bankruptcy, and no such rights or interests shall be subject to any of the Optionee’s obligations or liabilities. Notwithstanding the foregoing, the Company consents to the transfer of this Option by the Optionee to an immediate member of his family, a family trust or family partnership, provided that the Company shall not be required to recognize any such transfer or assignment until such time as the Company, the transferee and the Optionee execute a written assignment of the Option in the form specified by the Company and upon the terms satisfactory to the Company.

     5. Exercise of Option; Delivery and Deposit of Certificate(s). The Optionee (or in the case of his death, his legal representative) may exercise the Option (to the extent the Option has vested) in whole or in part in accordance with the instructions described in “The Guide for employees of Thermo Fisher Scientific Inc. Stock Option Plans,” as may be amended from time to time (the “Guide”).

     6. Rights With Respect to Option Shares. Prior to the date the Option is exercised, the Optionee shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the Option Shares. Upon issuance to the Optionee of the Option Shares,

3

the Optionee shall have ownership of such Option Shares, including the right to vote and receive dividends, subject, however, to the other restrictions and limitations imposed thereon pursuant to the Plan and this Agreement and which may be now or hereafter imposed by the Certificate of Incorporation or the By-Laws of the Company.

     7. Adjustments in the Event of Certain Transactions. The provisions of the Plan covering the treatment of Options in the event of (a) stock dividends, stock splits, or combination of shares, or other distribution with respect to holders of Common Stock other than normal cash dividends occurring after the date of this Agreement and (b) recapitalizations, mergers or consolidations involving the Company, any transaction in which the Company becomes a subsidiary of another entity, any sale or other disposition of all or a substantial portion of the assets of the Company or any similar transaction, as determined by the Board, (any of the foregoing, a “covered transaction” as defined in the Plan) occurring while the Option is outstanding, are hereby made applicable hereunder and are incorporated herein by reference.

     8. Reservation of Shares. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of the Common Stock as will be sufficient to satisfy the requirements of this Agreement and shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and the issuance of Option Shares.

     9. Taxes. No later than the date on which part or all of the value of any Option Shares received under the Plan first becomes includible in the Optionee’s gross income for income tax purposes, the Optionee shall satisfy his obligations to pay any federal, state or local taxes required to be withheld with respect to such income in accordance with the provisions of the Guide.

     10. Determination of Rights. Any dispute or disagreement that may arise under or as a result of or pursuant to the Plan or this Agreement shall be determined by the Board, in its sole discretion, and any decision made by the Board (as defined by the Plan) in good faith shall be conclusive on all parties. The interpretation and construction by the Board of any provision of, and the determination of any question arising under, this Agreement, the Plan, or any rule or regulation adopted pursuant to the Plan, shall be final and conclusive. Notwithstanding the foregoing, any dispute relating to the vesting provisions in Section 2(b) of this Agreement shall be determined in accordance with Section 14 of the Employment Agreement.

     11. Limitation of Employment Rights. The award of this Option does not entitle the Optionee to any benefit other than that granted under the Plan; any benefits granted under the Plan are not part of the Optionee’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

     12. Communications. Any communication or notice required or permitted to be given under this Agreement shall be in writing, and mailed by registered or certified mail or delivered in hand, if to the Company to its Stock Option Manager c/o Thermo Fisher Scientific Inc., 81 Wyman Street, Post Office Box 9046, Waltham, Massachusetts 02454-9046, and if to the Optionee, to the address last furnished by the Optionee to the Company.

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EX-10.14 22 y27121exv10w14.htm EX-10.14: CASPER STOCK OPTION AGREEMENT

EXHIBIT 10.14

THERMO FISHER SCIENTIFIC INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Grant of Option.

     This agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Grant Date”) to Marc N. Casper (the “Participant”), an employee and officer of the Company, of an Option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”), a total of 251,900 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) at $43.37 per Share. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on November 9, 2013 (the “Final Exercise Date”).

     It is intended that the Option evidenced by this agreement shall not be an incentive stock Option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule. Except as otherwise provided in paragraphs (d) through (h) of Section 3 below and the Plan, this Option will become exercisable (“vest”) as to 20% of the original number of Shares on the first anniversary of the Grant Date and as to an additional 20% of the original number of Shares at the end of each anniversary of the Grant Date following the first anniversary of the Grant Date until the fifth anniversary of the Grant Date. The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof.

3. Exercise of Option.

     (a) Form of Exercise. Each election to exercise this Option shall be in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share.

     (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he

or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive Option grants under the Plan (an “Eligible Participant”).

     (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d)-(h) below, the right to exercise this Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation.

     (d) Death or Disability. If the Participant dies or becomes disabled (as defined below) prior to the Final Exercise Date while he or she is an Eligible Participant, this Option shall vest and become 100% exercisable upon the date of such death or disability and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

     (e) Discharge Without Cause. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) prior to the Final Exercise Date, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate three months following such date (but in no event after the Final Exercise Date).

     (f) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company or a Subsidiary for “Cause” (as defined in the Plan), the right to exercise this Option shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

     (g) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Exercise Date then, subject to Section 3(e) above, this Option shall vest and become 100% exercisable upon the date of such retirement and the right to exercise this Option shall terminate eighteen months following such date (but in no event after the Final Exercise Date), provided that the retirement date occurs at least one year after the Grant Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” (i) in the event of a non-employee director of the Company, when he or she ceases to be a director of the Company and (ii) in the event of an employee of the Company or a Subsidiary, upon his or her resignation from employment with the Company or a Subsidiary either (A) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (B) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

     (h) Change in Control Event. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) or by the Participant for “Good Reason” (as defined in the Plan), in each case within 18 months following

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a Change in Control Event, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date).

     4. Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option in accordance with the instructions therefor described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time; provided, however, except as otherwise permitted by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

     5. Nontransferability of Option. This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of this Option by the Participant to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member thereof; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Option under the Securities Act of 1933, as amended; and provided further that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

     6. Provisions of the Plan. This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.

     7. No Right To Employment or Other Status. The grant of this Option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

     8. Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary under any agreement, policy or plan of the Company or any Subsidiary, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this Option shall be cancelled and, to the extent some or all of this Option was exercised within a period of 12 months prior to such breach, the Participant shall be required to forfeit to the Company, upon demand, any cash or Shares acquired by the Participant upon such exercise or sale.

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9. Governing Law. This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

      IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

	THERMO FISHER SCIENTIFIC INC.
Dated: November 9, 2006	By:	/s/ Steve Sheehan
			Name:	Steve Sheehan
			Title:	Senior Vice President, Human Resources

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EX-10.15 23 y27121exv10w15.htm EX-10.15: BROADBENT STOCK OPTION AGREEMENT

EXHIBIT 10.15

THERMO FISHER SCIENTIFIC INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Grant of Option.

      This agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Grant Date”) to Guy Broadbent (the “Participant”), an employee and officer of the Company, of an Option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”), a total of 151,400 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) at $43.37 per Share. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on November 9, 2013 (the “Final Exercise Date”).

      It is intended that the Option evidenced by this agreement shall not be an incentive stock Option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule. Except as otherwise provided in paragraphs (d) through (h) of Section 3 below and the Plan, this Option will become exercisable (“vest”) as to 20% of the original number of Shares on the first anniversary of the Grant Date and as to an additional 20% of the original number of Shares at the end of each anniversary of the Grant Date following the first anniversary of the Grant Date until the fifth anniversary of the Grant Date. The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof.

3. Exercise of Option.

      (a) Form of Exercise. Each election to exercise this Option shall be in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share.

      (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he

or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive Option grants under the Plan (an “Eligible Participant”).

      (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d)-(h) below, the right to exercise this Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation.

      (d) Death or Disability. If the Participant dies or becomes disabled (as defined below) prior to the Final Exercise Date while he or she is an Eligible Participant, this Option shall vest and become 100% exercisable upon the date of such death or disability and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

      (e) Discharge Without Cause. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) prior to the Final Exercise Date, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate three months following such date (but in no event after the Final Exercise Date).

      (f) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company or a Subsidiary for “Cause” (as defined in the Plan), the right to exercise this Option shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

      (g) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Exercise Date then, subject to Section 3(e) above, this Option shall vest and become 100% exercisable upon the date of such retirement and the right to exercise this Option shall terminate eighteen months following such date (but in no event after the Final Exercise Date), provided that the retirement date occurs at least one year after the Grant Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” (i) in the event of a non-employee director of the Company, when he or she ceases to be a director of the Company and (ii) in the event of an employee of the Company or a Subsidiary, upon his or her resignation from employment with the Company or a Subsidiary either (A) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (B) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

      (h) Change in Control Event. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) or by the Participant for “Good Reason” (as defined in the Plan), in each case within 18 months following

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a Change in Control Event, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date).

4. Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option in accordance with the instructions therefor described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time; provided, however, except as otherwise permitted by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

5. Nontransferability of Option. This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of this Option by the Participant to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member thereof; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Option under the Securities Act of 1933, as amended; and provided further that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

6. Provisions of the Plan. This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.

7. No Right To Employment or Other Status. The grant of this Option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

8. Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary under any agreement, policy or plan of the Company or any Subsidiary, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this Option shall be cancelled and, to the extent some or all of this Option was exercised within a period of 12 months prior to such breach, the Participant shall be required to forfeit to the Company, upon demand, any cash or Shares acquired by the Participant upon such exercise or sale.

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9. Governing Law. This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

      IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

	THERMO FISHER SCIENTIFIC INC.
Dated: November 9, 2006	By:	/s/ Steve Sheehan
	Name:  Steve Sheehan
	Title:    Senior Vice President, Human Resources

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EX-10.16 24 y27121exv10w16.htm EX-10.16: FORM OF RESTRICTED STOCK AGREEMENT

EXHIBIT 10.16

[Text that appears in brackets should be added to the agreement as appropriate.]

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK AGREEMENT

Granted Under
[NAME OF EQUITY INCENTIVE PLAN]

1. Award of Restricted Shares.

     This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on                     , 200[ ] (the “Award Date”) to                                          (the “Participant”) of ___shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 [Name of Equity Incentive Plan] (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

     Except as otherwise provided in paragraphs (b) through (d) of Section 3, the restrictions set forth in this Agreement shall lapse and the Restricted Shares shall                     . [The vesting of Restricted Shares shall be in accordance with the provision of the Plan. For a Restricted Stock Award that vests based solely on the passage of time, insert the following in the blank above: “vest as to [ ]% of the original number of Restricted Shares on the [___] anniversary of the Award Date and as to an additional [ ] % of the original number of Restricted Shares at the end of [each] anniversary of the Award Date following the first anniversary of the Award Date until the [                    ] anniversary of the Award Date (the “Final Vesting Date”)”]; provided, that on each such date the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture.

     (a) Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (d) below prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company.

     (b) Death or Disability. In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the date of such death or disability. For the purposes of this Agreement, a

Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

     (c) Discharge by the Company other than for Cause. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Company or such Subsidiary other than for “Cause” (as defined in the Plan) or by the Participant for “Good Reason”, in each case, within 18 months of a Change in Control Event, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

     (d) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such retirement, provided that the retirement date occurs at least one year after the Award Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” upon his or her resignation from employment with the Company or a Subsidiary either (i) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (ii) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

4. Restrictions on Transfer.

     The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

     (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary

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or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c) Duties of Escrow Agent.

          The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

6. Restrictive Legends.

     (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

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“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

     As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

9. Dividends and Voting Rights.

     The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to

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the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

     (a) The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

     (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

     THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant

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free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.

By:

Title:

Address:

[Name of Participant]

Address:

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EX-10.17 25 y27121exv10w17.htm EX-10.17: FORM OF DEKKERS RESTRICTED STOCK AGREEMENT

EXHIBIT 10.17

THERMO FISHER SCIENTIFIC INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

Marijn E. Dekkers
Name of Recipient

[                    ]
Number of Restricted Shares of Common Stock
Awarded

Vesting Schedule for Restricted Shares Awarded:

# of Shares	Vesting Date
[                    ]	November 9, 2007
[                    ]	November 9, 2008
[                    ]	November 9, 2009

November 9, 2006
Grant Date

     Thermo Fisher Scientific Inc. (the “Company”) has selected you to receive the restricted stock award identified above, subject to the provisions of the 2005 Stock Incentive Plan (the “Plan”) and the terms, conditions and restrictions contained in this agreement (the “Agreement”). Please confirm your acceptance of this Award, your agreement to other terms of the Plan and this Agreement, your receipt of a copy of the Plan, and your receipt of a memorandum regarding the tax treatment of awards of restricted stock, by signing both copies of this Agreement. You should keep one copy for your records and return the other copy promptly to the Stock Option Manager of the Company, c/o Thermo Fisher Scientific Inc., 81 Wyman Street, Post Office Box 9046, Waltham, Massachusetts 02454-9046.

THERMO FISHER SCIENTIFIC INC.
By:
	Stephen G. Sheehan
	Senior Vice President, Human Resources

Accepted and Agreed:

Marijn E. Dekkers

1. Preamble. This Agreement contains the terms and conditions of an award of shares of restricted stock of the Company (the “Restricted Shares”) made to the Recipient identified on the first page of this Agreement pursuant to the Plan. Any consideration due to the Company on the issuance of the Restricted Shares has been deemed to be satisfied by past services rendered by the Recipient to the Company. For purposes of this Agreement, the defined terms used herein and not otherwise defined shall have the meaning set forth in that certain Amended and Restated Employment Agreement dated as of November 21, 2002 by and between the Recipient and the Company, as the same may be amended from time to time (the “Employment Agreement”).

2. Restrictions on Transfer. The Restricted Shares shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of, until and unless the Restricted Shares shall have vested as provided in Section 3 of this Agreement.

3. Vesting. The term “vest” as used in this Agreement means the lapsing of the restrictions that are described in this Agreement with respect to the Restricted Shares. The Restricted Shares shall vest in accordance with the schedule set forth on the first page of this Agreement, provided in each case that the Recipient is then, and since the Grant Date has continuously been, employed by the Company or its Affiliates. Notwithstanding the foregoing, the Recipient shall become vested in the Restricted Shares prior to the vesting dates set forth on the first page of this Agreement in the following circumstances:

     (a) In the event of the Recipient’s death or Disability, all Restricted Shares that have not previously been forfeited shall immediately vest; provided that the Recipient was employed by the Company or its Affiliates immediately prior to the date of death or Disability.

     (b) In the event Recipient’s employment is terminated by the Company without Cause or in the event the Recipient terminates employment for Good Reason (it being understood that in this context, a termination of employment by the Company without Cause or by the Recipient with Good Reason does not include a termination due to the Recipient’s death or Disability or a termination with Cause or without Good Reason), all Restricted Shares that have not previously been forfeited shall immediately vest.

4. Forfeiture. In the event the Company terminates the Recipient’s employment for Cause or the Recipient terminates his employment on his own initiative (it being understood that in this context, a termination of employment on the Recipient’s own initiative does not include a termination due to his death or Disability or with Good Reason), all Restricted Shares that have not previously been forfeited on such date shall be immediately forfeited to the Company.

5. Dividends and Voting Rights. The Recipient shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided however, that any property (other than cash) distributed with respect to Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be promptly forfeited to the Company if and when the Restricted Shares are so forfeited.

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6. Certificates.

     (a) Legended Certificates. The Recipient is executing and delivering to the Company blank stock powers to be used in the event of forfeiture. Any certificates representing unvested Restricted Shares shall be held by the Company, and any such certificate (and, to the extent determined by the Company, any other evidence of ownership of unvested Restricted Shares) shall contain the following legend:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF AN EQUITY INCENTIVE PLAN OF THERMO FISHER SCIENTIFIC INC. AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THERMO FISHER SCIENTIFIC INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF THERMO FISHER SCIENTIFIC INC.

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Recipient agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Recipient hereby (i) acknowledges that the Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares. As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a), to be issued and delivered to the Recipient, subject to the payment by the Recipient by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Recipient understands that once a certificate has been delivered to the Recipient in respect of Restricted Shares which have vested, the Recipient will be free to sell the shares of common stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Tax Withholding. The Recipient expressly acknowledges that the award or vesting of the Restricted Shares will give rise to “wages” subject to withholding. The Recipient expressly acknowledges and agrees that the Recipient’s rights hereunder are subject to the Recipient’s paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including by the delivery of previously acquired shares of common stock of the Company or by having the Company hold back from the shares to be delivered, shares of the Company’s common stock having a value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with

3

such award or vesting. If the withholding obligation is not satisfied by the Recipient promptly, the Company may, without further consent from the Recipient, have the right to deduct such taxes from any payment of any kind otherwise due to the Recipient, including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting.

9. Administration. The Board of Directors of the Company, or the Compensation Committee or other committee designated in the Plan, shall have the authority to manage and control the operation and administration of this Agreement. Any interpretation of the Agreement by any of the entities specified in the preceding sentence and any decision made by any of them with respect to the Agreement is final and binding. Notwithstanding the foregoing, any dispute relating to the vesting provisions in Section 3 of this Agreement shall be determined in accordance with Section 14 of the Employment Agreement.

10. Plan Definitions. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which has already been provided to the Recipient.

11. Amendment. This Agreement may be amended only by written agreement between the Recipient and the Company, without the consent of any other person.

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EX-10.18 26 y27121exv10w18.htm EX-10.18: CASPER RESTRICTED STOCK AGREEMENT

EXHIBIT 10.18

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Award of Restricted Shares.

     This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Award Date”) to Marc N. Casper (the “Participant”) of 21,600 shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

     Except as otherwise provided in paragraphs (b) through (e) of Section 3, the restrictions set forth in this Agreement shall lapse and the Restricted Shares shall vest as to 33.3% of the original number of Restricted Shares on the first anniversary of the Award Date and as to an additional 33.3% of the original number of Restricted Shares at the end of each anniversary of the Award Date following the first anniversary of the Award Date until the third anniversary of the Award Date (the “Final Vesting Date”); provided, that on each such date the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture.

     (a)  Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (e) below prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company.

     (b) Death or Disability. In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the date of such death or disability. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

     (c) Discharge by the Company other than for Cause. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Company or such Subsidiary other than for “Cause” (as defined in the Plan), the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

     (d) Change in Control Event. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Participant for “Good Reason” (as defined in the Plan) within 18 months of a Change in Control Event, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

     (e) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such retirement, provided that the retirement date occurs at least one year after the Award Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” upon his or her resignation from employment with the Company or a Subsidiary either (i) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (ii) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

4. Restrictions on Transfer.

     The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

     (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby

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irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c) Duties of Escrow Agent.

          The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

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6.Restrictive Legends.

     (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

     As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

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9. Dividends and Voting Rights.

     The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

     (a)  The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

     (b)  The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

     THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION

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UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Steve Sheehan
Title:	Senior Vice President, Human Resources
Address:
/s/ Marc N. Casper
Marc N. Casper
Address:

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EX-10.19 27 y27121exv10w19.htm EX-10.19: BROADBENT RESTRICTED STOCK AGREEMENT

EXHIBIT 10.19

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Award of Restricted Shares.

      This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Award Date”) to Guy Broadbent (the “Participant”) of 13,000 shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

      Except as otherwise provided in paragraphs (b) through (e) of Section 3, the restrictions set forth in this Agreement shall lapse and the Restricted Shares shall vest as to 33.3% of the original number of Restricted Shares on the first anniversary of the Award Date and as to an additional 33.3% of the original number of Restricted Shares at the end of each anniversary of the Award Date following the first anniversary of the Award Date until the third anniversary of the Award Date (the “Final Vesting Date”); provided, that on each such date the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture.

      (a) Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (e) below prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company.

      (b) Death or Disability. In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the date of such death or disability. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

      (c) Discharge by the Company other than for Cause. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Company or such Subsidiary other than for “Cause” (as defined in the Plan), the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

      (d) Change in Control Event. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Participant for “Good Reason” (as defined in the Plan) within 18 months of a Change in Control Event, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

      (e) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such retirement, provided that the retirement date occurs at least one year after the Award Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” upon his or her resignation from employment with the Company or a Subsidiary either (i) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (ii) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

4. Restrictions on Transfer.

      The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

      (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby

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irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

      (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

      (c) Duties of Escrow Agent.

          The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

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      6. Restrictive Legends.

      (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

      (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

      As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

      This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

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9. Dividends and Voting Rights.

      The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

      (a) The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

      (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

      THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION

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UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Steve Sheehan
Title: Senior Vice President, Human Resources
Address: 81 Wyman Street Waltham, MA 02454
/s/ Guy Broadbent
Guy Broadbent
Address: 37 Lettery Circle Sudbury, MA 01776

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EX-10.20 28 y27121exv10w20.htm EX-10.20: FORM OF PERFORMANCE RESTRICTED STOCK AGREEMENT

EXHIBIT 10.20

THERMO FISHER SCIENTIFIC INC.

PERFORMANCE RESTRICTED STOCK AGREEMENT

Granted Under
2005 Stock Incentive Plan

1. Award of Restricted Shares.

     This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on                     , 200[ ] (the “Award Date”) to                                          (the “Participant”) of ___ shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

     The restrictions set forth in this Agreement shall lapse and the Restricted Shares shall vest in accordance with Schedule A attached hereto and incorporated herein; provided, that on each date referenced in Schedule A, the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”). The foregoing notwithstanding, if a Participant ceases to be an Eligible Participant (i) after the First Revenue Vesting Date but before the Second Revenue Vesting Date and/or (ii) after the First EPS Vesting Date but before the Second EPS Vesting Date, in either case as of result of (x) the termination of an Eligible Participant’s employment due to death or “disability” (as defined below), (y) the termination of an Eligible Participant’s employment by the Company without “Cause” (as defined in the Plan) or (z) the termination by the Eligible Participant of his or her employment for “Good Reason” (as defined in the Plan) after a Change in Control Event, then the Restricted Shares that would have otherwise vested on the Second Revenue Vesting Date or the Second EPS Vesting Date, as the case may be, shall vest on the date the Participant ceases to be an Eligible Participant. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

3. Forfeiture.

     Except as provided in Section 2 above, in the event that the Participant ceases to be an Eligible Participant for any reason, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company. For the avoidance of doubt and notwithstanding the provisions of Section 9(b)(5) of the Plan, if a Participant’s employment with the Company terminates for any reason (and regardless of whether a Change in Control Event has occurred)

prior to the First Revenue Vesting Date or the First EPS Vesting Date, all Restricted Shares shall be forfeited at the time of employment termination.

4. Restrictions on Transfer.

     The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

     (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c) Duties of Escrow Agent. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good

judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

6. Restrictive Legends.

     (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other

actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

     As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

     This Agreement is subject to the provisions of the Plan, including without limitation, the provisions of Section 10(i) thereof pertaining to Section 162(m) of the Code.

9. Dividends and Voting Rights.

     The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

     (a) The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right

(without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

     (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

     THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

     11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

     12. Conflicts With Other Agreements. In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

     13. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.

By:

Title:

Address:

[Name of Participant]

Address:

EX-10.21 29 y27121exv10w21.htm EX-10.21: DIRECTORS STOCK OPTION PLAN

EXHIBIT 10.21

THERMO FISHER SCIENTIFIC INC.

DIRECTORS STOCK OPTION PLAN

As amended and restated effective as of November 9, 2006

1. Purpose

     The purpose of this Directors Stock Option Plan (the “Plan”) of Thermo Fisher Scientific Inc. (the “Company”) is to encourage ownership in the Company by outside directors of the Company whose services are considered essential to the Company’s growth and progress and to provide them with a further incentive to become directors and to continue as directors of the Company. The Plan is intended to be a nonstatutory stock option plan.

2. Administration

     The Board of Directors (the “Board”), or a Committee (the “Committee”) consisting of one or more directors of the Company appointed by the Board, shall supervise and administer the Plan. Grants of stock options under the Plan and the amount and nature of the options to be granted shall be automatic in accordance with Section 5. However, all questions of interpretation of the Plan or of any stock options granted under it shall be determined by the Board or the Committee and such determination shall be final and binding upon all persons having an interest in the Plan.

3. Participation in the Plan

     Directors of the Company who are not employees of the Company or any subsidiary or parent of the Company shall be eligible to participate in the Plan. Directors who receive grants of stock options in accordance with this Plan are sometimes referred to herein as “Optionees.”

4. Stock Subject to the Plan

     The maximum number of shares that may be issued under the Plan shall be 773,330 shares of the Company’s Common Stock (the “Common Stock”), subject to adjustment as provided in Section 9. Shares to be issued upon the exercise of options granted under the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. If any option expires or terminates for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for options thereafter to be granted.

5. Terms and Conditions

     A. Annual Stock Option Grants

     Each Director of the Company who meets the requirements of Section 3 and who is holding office immediately following the Annual Meeting of Stockholders commencing with the Annual Meeting of Stockholders held in calendar year 1993, shall be granted an option to

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purchase shares of Common Stock at the close of business on the date of such Annual Meeting, except that (i) the grant of options for 2003 shall be made as of the close of business on May 15, 2003 and (ii) no options shall be awarded in connection with the 2007 Annual Meeting. Prior to 2003, the annual option granted to each eligible Director shall be exercisable to purchase 1,000 shares of Common Stock. Commencing with the annual grant in 2003, each eligible Director shall be granted an option to purchase 7,500 shares of Common Stock. In 2006, each eligible Director shall be granted an option to purchase 10,500 shares of Common Stock.

     B. General Terms and Conditions Applicable to Grants During 2008 and Thereafter.

          1. Options granted during 2008 and thereafter shall be exercisable to the extent they are vested. Each option shall vest in equal annual installments on the first, second and third anniversaries of the grant date, provided that on each vesting date, the Optionee is a Director of the Company. Vested options may be exercised prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder during 2008 and thereafter shall be the closing price on the national securities exchange on which the Common Stock is principally traded on the date the option is granted or, if such security is not traded on an exchange, the last reported sale price on the NASDAQ National Market List on the date the option is granted, or the closing bid price last quoted by an established quotation service for over-the-counter securities on the date the option is granted or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

     C. General Terms and Conditions Applicable to Grants During 2005 and 2006.

          1. Options granted during 2005 and 2006 shall be exercisable to the extent they are vested. Each option shall vest in equal annual installments on the first, second and third anniversaries of the grant date, provided that on each vesting date, the Optionee is a Director of the Company. Vested options may be exercised prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder during 2005 and 2006 shall be the average of the opening and closing prices on the national securities exchange on which the Common Stock is principally traded on the date the option is granted or, if such security is not traded on an exchange, the average of the opening and last reported sale price on

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the NASDAQ National Market List on the date the option is granted, or the average of the opening and closing bid prices last quoted by an established quotation service for over-the-counter securities on the date the option is granted, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

     D. General Terms and Conditions Applicable to Grants After 2002 but Before 2005.

          1. Options granted after 2002 but before 2005 shall be exercisable to the extent they are vested. Each option shall vest in equal annual installments on the first, second and third anniversaries of the grant date, provided that on each vesting date, the Optionee is a Director of the Company. Vested options may be exercised prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder after 2002 but before 2005 shall be the average of the closing prices reported by the national securities exchange on which the Common Stock is principally traded for the five trading days immediately preceding and including the date the option is granted or, if such security is not traded on an exchange, the average last reported sale price for the five-day period on the NASDAQ National Market List, or the average of the closing bid prices for the five-day period last quoted by an established quotation service for over-the-counter securities, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

     E. General Terms and Conditions Applicable to Grants in 2002.

          1. Options granted in 2002 shall be immediately exercisable at any time from and after the grant date and prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company, (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder in 2002 shall be the average of the closing prices reported by the national securities exchange on which the Common Stock is principally traded for the five trading days immediately preceding and including the date the option is granted or, if such security is not traded on an exchange, the average last reported sale price for the five-day period on the NASDAQ National Market List, or the average of the closing bid prices for the five-day period last quoted by an established quotation service for over-the-counter securities, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

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     F. General Terms and Conditions Applicable to Grants Prior to 2002.

          1. Options granted prior to 2002 shall be immediately exercisable at any time from and after the grant date and prior to the date which is the earliest of:

               (a) three years after the grant date, (b) two years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder prior to 2002 shall be the average of the closing prices reported by the national securities exchange on which the Common Stock is principally traded for the five trading days immediately preceding and including the date the option is granted or, if such security is not traded on an exchange, the average last reported sale price for the five-day period on the NASDAQ National Market List, or the average of the closing bid prices for the five-day period last quoted by an established quotation service for over-the-counter securities, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

6. Exercise of Options

     A. Exercise/Consideration

     An option may be exercised in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” and any supplement thereto as they may be amended from time to time (the “Guide”). Upon exercise of the option in accordance with the aforementioned instructions, the Company shall deliver or cause to be delivered to the Optionee the number of shares then being purchased, registered in the name of the Optionee or other person exercising the option. If any law or applicable regulation of the Securities and Exchange Commission or other body having jurisdiction in the premises shall require the Company or the Director to take any action in connection with shares being purchased upon exercise of the option, exercise of the option and delivery of the certificate or certificates for such shares shall be postponed until completion of the necessary action, which shall be taken at the Company’s expense.

     B. Tax Withholding

     No later than the date on which part or all of the value of any shares received upon the exercise of an option first becomes includible in an Optionee’s gross income for income tax purposes, the Optionee shall satisfy his or her obligations to pay any federal, state or local taxes required to be withheld with respect to such income in accordance with the provisions of the Guide. Notwithstanding the foregoing, no election to use shares for the payment of withholding taxes shall be effective unless made in compliance with any applicable requirements of Rule 16b-3.

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7. Transferability

     Except as may be authorized by the Board or the Committee, in its sole discretion, no option may be transferred other than by will or the laws of descent and distribution, and during an Optionee’s lifetime an option may be exercised only by him or her (or in the event of incapacity, the person or persons properly appointed to act on his or her behalf). The Board or the Committee may, in its discretion, determine the extent to which options granted to an Optionee shall be transferable.

8. Limitation of Rights to Continue as a Director

     Neither the Plan, nor the quantity of shares subject to options granted under the Plan, nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a Director for any period of time, or at any particular rate of compensation.

9. Adjustments in the Event of Certain Transactions

     (a) In the event of a stock dividend, stock split or combination of shares, or other distribution with respect to holders of Common Stock other than normal cash dividends, the Board or the Committee will make (i) equitable adjustments to the maximum number of shares that may be delivered under the Plan under Section 4 above, and (ii) equitable adjustments to the number and kind of shares of stock or securities subject to options then outstanding or subsequently granted, any exercise prices relating to options and any other provisions of options affected by such change.

     (b) In the event of any recapitalization, merger or consolidation involving the Company, any transaction in which the Company becomes a subsidiary of another entity, any sale or other disposition of all or a substantial portion of the assets of the Company or any similar transaction, as determined by the Board, the Board in its discretion may make adjustments to outstanding options, including, without limitation: (i) accelerate the exercisability of the option, or (ii) adjust the terms of the option (whether or not in a manner that complies with the requirements of Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”)), or (iii) if there is a survivor or acquiror entity, provide for the assumption of the option by such survivor or acquiror or an affiliate thereof or for the grant of one or more replacement options by such survivor or acquiror or an affiliate thereof, in each case on such terms (which may, but need not, comply with the requirements of Section 424(a) of the Code) as the Board may determine, or (iv) terminate the option (provided, that if the Board terminates the option, it shall, in connection therewith, either (A) accelerate the exercisability of the option prior to such termination, or (B) provide for a payment to the holder of the option of cash or other property or a combination of cash or other property in an amount reasonably determined by the Board to approximate the value of the option assuming an exercise immediately prior to the transaction, or (C) if there is a survivor or acquiror entity, provide for the grant of one or more replacement options pursuant to clause (iii) above), or (v) provide for none of, or any combination of, the foregoing.

     (c) No fraction of a share or fractional shares shall be purchasable or deliverable pursuant to this Section 9.

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10. Limitation of Rights in Option Stock

     The Optionee shall have no rights as a stockholder in respect of shares as to which his or her options shall not have been exercised, certificates issued and delivered and payment as herein provided made in full, and shall have no rights with respect to such shares not expressly conferred by this Plan.

11. Stock Reserved

     The Company shall at all times during the term of the options reserve and keep available such number of shares of the Common Stock as will be sufficient to permit the exercise in full of all options granted under this Plan and shall pay all other fees and expenses necessarily incurred by the Company in connection therewith.

12. Securities Laws Restrictions

     A. Investment Representations.

     The Company may require any person to whom an option is granted, as a condition of exercising such option, to give written assurances in substance and form satisfactory to the Company to the effect that such person is acquiring the Common Stock subject to the option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws.

     B. Compliance with Securities Laws.

     Each option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board or the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.

13. Change in Control

     A. Impact of Event

     In the event of a “Change in Control” as defined in Section 13(B)(1), the following provisions shall apply.

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          1. Options Granted before November 9, 2006. If a Change in Control occurs while any options are outstanding, then, effective upon the Change in Control, each outstanding option under the Plan that was not previously vested shall become immediately exercisable in full.

          2. Options Granted on or after November 9, 2006. In the event that an Optionee ceases to be a Director of the Company within eighteen (18) months following a Change in Control, each outstanding option granted under the Plan on or after November 9, 2006 that was not previously vested shall become immediately exercisable in full.

     B. Definition of “Change in Control”

     “Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

     (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (i) the then-outstanding Common Stock (the “Outstanding TMO Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of Directors (the “Outstanding TMO Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this definition; or

     (b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board as of May 14, 2003 or (ii) who was nominated or elected subsequent to such date by at least a majority of the Directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the Directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

     (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who

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were the beneficial owners of the Outstanding TMO Common Stock and Outstanding TMO Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of Common Stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding TMO Common Stock and Outstanding TMO Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or

     (d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

14. Amendment of the Plan

     The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that (i) no amendment that would require stockholder approval under the rules of the New York Stock Exchange (“NYSE”) may be made effective unless and until such amendment shall have been approved by the Company’s stockholders, and (ii) if the NYSE amends its corporate governance rules so that such rules no longer require stockholder approval of “material revisions” to equity compensation plans, then, from and after the effective date of such amendment to the NYSE rules, no amendment to the Plan (A) materially increasing the number of shares authorized under the Plan, (B) expanding the types of Awards that may be granted under the Plan, (C) materially expanding the class of participants eligible to participate in the Plan, or (D) deleting or limiting any provisions prohibiting repricing of options shall be effective unless stockholder approval is obtained. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval.

15. Effective Date of the Plan

     The Plan was approved by the Board on March 29, 1993 and approved by the Stockholders on May 25, 1993.

16. Notice

     Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Secretary of the Company and shall become effective when it is received.

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17. Governing Law

     The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.

EX-10.22 30 y27121exv10w22.htm EX-10.22: SUMMARY OF ANNUAL DIRECTOR COMPENSATION

EXHIBIT 10.22

SUMMARY OF ANNUAL NON-MANAGEMENT DIRECTOR COMPENSATION

I.	Board Members (Other than the Chairman)
A.	Annual Cash Compensation (effective November 9, 2006)

Annual Cash Retainer:	$	70,000
Additional Cash Retainer for Presiding Director:	$	3,000
Additional Cash Retainer for Chairman of Audit Committee:	$	20,000
Additional Cash Retainer for Chairman of Compensation Committee:	$	10,000
Additional Cash Retainer for Chairs of Nominating and Corporate Governance Committee and Strategy Committee:	$	5,000

B.	Meeting Fees
	If a Board Committee meets more than six times during a calendar year, then the members thereof shall receive the following fees for attending meetings that exceed six in number:

Committee Meeting Fees:	$1,500 per meeting attended in person, on a day other than a day on which the Board meets
	$1,000 per meeting attended in person, on the same day as a Board meeting
Telephone Committee Meeting Fees:	$750 per meeting attended by conference telephone

Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings.

C. Stock Options

Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.

II. Chairman of the Board

A. Annual Cash Compensation

Annual Cash Compensation (in lieu of annual retainer and meeting fees): $250,000

B. Stock Options

Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.

EX-23.1 31 y27121exv23w1.htm EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Thermo Fisher Scientific Inc. (formerly Thermo Electron Corporation) Registration Statement Nos. 33-37867, 33-51189, 33-54347, 33-54453, 33-61561, 333-90761, 333-90823, 333-48432, 333-43702, 333-43698, 333-40578, 333-40576, 333-33070, 333-33068, 333-33064, 333-33058, 333-33066, 333-33060, 333-33072, 333-62004, 333-76670, 333-83470, 333-127246, and 333-134868 on Form S-8 of our report dated February 17, 2006 (May 11, 2006 as to the effect of the Laboratory Workstations discontinued operations described in Notes 2 and 3 and the subsequent events described in Note 23), relating to the consolidated financial statements and financial statement schedule of Fisher Scientific International Inc. appearing in the Current Report on Form 8-K of Fisher Scientific International Inc. filed May 11, 2006 and our report dated February 17, 2006 on management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Fisher Scientific International Inc. for the year ended December 31, 2005 and incorporated by reference in the Current Report on Form 8-K of Thermo Fisher Scientific Inc. dated November 14, 2006.

/s/ Deloitte & Touche LLP
New York, New York
November 14, 2006

EX-99.1 32 y27121exv99w1.htm EX-99.1: PRESS RELEASE

EXHIBIT 99.1

News

FOR IMMEDIATE RELEASE
Media Contact Information:	Investor Contact Information:
Lori Gorski	Ken Apicerno
Phone: 781-622-1062	Phone: 781-622-1111
E-mail: lori.gorski@thermofisher.com	E-mail: ken.apicerno@thermofisher.com
Website: www.thermofisher.com

Merger of Thermo Electron and Fisher Scientific Completed,
Forming Thermo Fisher Scientific;
New combined company creates the leading provider of products and services in the high-growth life,
laboratory and health sciences industry

WALTHAM, Mass., (November 9, 2006) – Thermo Electron Corporation (NYSE: TMO) and Fisher Scientific International Inc. (NYSE: FSH) today announced that the merger of the two companies has been completed, creating Thermo Fisher Scientific Inc., the world leader in serving science. The companies combined in a tax-free, stock-for-stock transaction following anti-trust clearance received from the European Commission earlier today. The new company, headquartered in Waltham, Mass., has approximately $9 billion in revenues and 30,000 employees. Thermo Fisher Scientific will trade on the New York Stock Exchange under the symbol “TMO.”

“This is a historic day for both companies, as two industry leaders join forces to create Thermo Fisher Scientific,” said Marijn E. Dekkers, president and chief executive officer of Thermo Fisher Scientific. “The new company combines Thermo’s industry-leading analytical instrumentation with Fisher’s world-renowned laboratory reagents and consumables. As a result, we can deliver advanced technological solutions and integrated workflows to help our customers push the boundaries of scientific discovery, with increased efficiency. In addition, we have unprecedented access to our customers across the globe through the largest sales force in the industry, and through our catalog and e-commerce channels. With a seasoned leadership team in place, we now look forward to realizing the benefits of this combination quickly and seamlessly, while working toward the long-term success of our new organization.”

Under the terms of the agreement, Fisher shareholders received 2.00 shares of Thermo common stock for each share of Fisher common stock they own. Thermo’s shareholders own approximately 39 percent of the combined company, and Fisher shareholders own approximately 61 percent.

“With this transaction, we have created the world’s only provider of fully integrated, end-to-end solutions in the life, laboratory and health sciences industry,” said Paul M. Meister, chairman of the board of Thermo Fisher Scientific and previously vice chairman of Fisher Scientific. “We are uniquely positioned to accelerate earnings growth for our shareholders, enhance our capabilities for customers and multiply opportunities for our employees.”

Thermo Fisher Scientific will provide more details about the company, including an update to its 2007 guidance, at an Analyst Day to be held in New York City on December 14, 2006.

About Thermo Fisher Scientific
Thermo Fisher Scientific (NYSE: TMO) is the world leader in serving science, enabling our customers to make the world healthier, cleaner and safer. With annual sales of more than $9 billion, we employ 30,000 people and serve over 350,000 customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental and industrial process control settings. Serving customers through two premier brands, Thermo Scientific and Fisher Scientific, we help solve analytical challenges from routine testing to complex research and discovery. Thermo Scientific offers customers a complete range of high-end analytical instruments as well as laboratory equipment, software, services, consumables and reagents to enable integrated laboratory workflow solutions. Fisher Scientific provides a complete portfolio of laboratory equipment, chemicals, supplies and services used in healthcare, scientific research, safety and education. Together, we offer the most convenient purchasing options to customers and continuously advance our technologies to accelerate the pace of scientific discovery, enhance value for customers and fuel growth for shareholders and employees alike. Visit www.thermofisher.com.

Information set forth in this press release contains forward-looking statements, which involve a number of risks and uncertainties. Thermo Fisher Scientific cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Thermo Electron and Fisher Scientific, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Electron’s and Fisher Scientific’s filings with the SEC, including their respective Quarterly Reports on Form 10-Q for the third quarter of 2006. These include risks and uncertainties relating to: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products and adapt to significant technological change; implementation of strategies for improving internal growth; use and protection of intellectual property; dependence on customers’ capital spending policies and government funding policies; realization of potential future savings from new productivity initiatives; dependence on customers that operate in cyclical industries; general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; exposure to product liability claims in excess of insurance coverage; and the effect of exchange rate fluctuations on international operations. Thermo Fisher Scientific undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

###

EX-99.5 33 y27121exv99w5.htm EX-99.5: PRO FORMA FINANCIAL INFORMATION

Exhibit 99.5

THERMO FISHER SCIENTIFIC INC.

UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

     On November 9, 2006, Thermo Fisher Scientific Inc. (formerly Thermo Electron Corporation) (the “company” or “Thermo Fisher”) merged with Fisher Scientific International Inc. (“Fisher”) pursuant to the Agreement and Plan of Merger dated as of May 7, 2006. The unaudited pro forma condensed combined financial statements have been prepared to give effect to the merger.

     The unaudited pro forma condensed combined balance sheet as of September 30, 2006, and the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2006 and the year ended December 31, 2005, are presented herein. The unaudited pro forma condensed combined balance sheet combines the unaudited condensed balance sheets of the company and Fisher and gives effect to the merger as if it had been completed on September 30, 2006. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2006 and the year ended December 31, 2005 combine the historical results of the company and Fisher and give effect to the merger as if it had occurred on January 1, 2005. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2005 also gives effect to the company’s May 2005 acquisition of the Kendro Laboratory Products business as if it had occurred on January 1, 2005.

     The unaudited pro forma condensed combined financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations would actually have been if the merger occurred as of the dates indicated or what such financial position or results would be for any future periods. The unaudited pro forma condensed combined financial statements are based upon the respective historical consolidated financial statements of the company and Fisher, and should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined financial statements;

• the separate historical financial statements of the company as of and for the three and nine months ended September 30, 2006 included in the company’s quarterly report on Form 10-Q for the three months ended September 30, 2006;

• the separate historical financial statements of the company as of and for the year ended December 31, 2005 included in the company’s annual report on Form 10-K for the year ended December 31, 2005;

• the separate historical financial statements of Fisher as of and for the three and nine months ended September 30, 2006 included in Fisher’s quarterly report on Form 10-Q for the three months ended September 30, 2006, which is incorporated by reference to Exhibit 99.4 to the company’s Current Report on Form 8-K filed on November 14, 2006; and

• the separate historical financial statements of Fisher as of and for the year ended December 31, 2005 included in Fisher’s current report on Form 8-K filed May 11, 2006, to reflect the account balances and activities of the laboratory workstations business as discontinued operations, which is incorporated by reference to Exhibit 99.3 to the company’s Current Report on Form 8-K filed on November 14, 2006.

     The unaudited pro forma condensed combined financial information was prepared by using the purchase method of accounting. Based upon the terms of the merger and other factors, such as the composition of the combined company’s board and senior management, the company is treated as the acquirer of Fisher. Accordingly, we have adjusted the historical consolidated financial information to give effect to the impact of the consideration issued in connection with the merger. In the unaudited pro forma condensed combined balance sheet, the company’s cost to acquire Fisher has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as the date of the merger. Any differences between fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill. The amounts allocated to acquired assets and liabilities in the unaudited pro forma condensed combined financial statements are based on management’s preliminary internal valuation estimates. Definitive allocations will

1

be performed and finalized based on certain valuations and other studies that will be performed by the company with the services of outside valuation specialists. Accordingly, the purchase price allocation adjustments and related amortization reflected in the following unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value. For example, if the value of the definite lived intangible assets increased by 10%, annual pro forma income from continuing operations would decrease by $42 million.

     The unaudited pro forma condensed combined statements of income also include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired intangible assets.

     The unaudited pro forma condensed combined statements of income do not include the impacts of any revenue, cost or other operating synergies that may result from the merger or any related restructuring costs. Cost savings, if achieved, could result from material sourcing and elimination of redundant costs including headcount and facilities.

     The unaudited pro forma condensed combined financial statements do not reflect the impact of financing, liquidity or other balance sheet repositioning that may be undertaken in connection with or subsequent to the merger.

     The unaudited pro forma condensed combined financial statements do not reflect certain amounts resulting from the merger because we consider them to be of a non-recurring nature. Such amounts will be comprised of charges for the sale of inventories revalued at the date of acquisition as well as restructuring and other exit and non-recurring costs related to the integration of the Thermo Electron and Fisher businesses. To the extent the exit costs relate to the Fisher business and meet certain criteria, they will be recognized in the opening balance sheet in accordance with EITF Issue No 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” To the extent that such costs relate to Thermo Electron businesses, they will not meet the criteria in EITF Issue No 95-3, and will be recorded as expenses pursuant to SFAS No. 146.

     Based on the company’s review of Fisher’s summary of significant accounting policies disclosed in Fisher’s financial statements, the nature and amount of any adjustments to the historical financial statements of Fisher to conform their accounting policies to those of the company are not expected to be significant.

2

THERMO FISHER SCIENTIFIC INC.

Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2006

	Thermo
	Electron			Fisher			Pro Forma					Pro Forma
	As Reported			As Reported			Adjustments					Combined
	(In millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	158.0		$	279.2		$	(112.3	)	(A	)	$	324.9
Short-term available-for-sale investments		14.7			—								14.7
Accounts receivable, net		539.8			805.3			(16.5	)	(J	)		1,328.6
Inventories		407.5			646.1			204.6		(B	)		1,258.2
Deferred tax assets		80.1			153.0			14.9		(E	)		248.0
Other current assets		78.5			126.7			40.2		(F	)		245.4
Current assets held for sale		—			41.3								41.3
		1,278.6			2,051.6			130.9					3,461.1
Property, Plant and Equipment, Net		280.5			843.3								1,123.8
Acquisition-related Intangible Assets		405.4			1,710.0			(1,710.0	)	(C	)		5,397.7
								4,992.3		(D	)
Other Assets		219.7			314.9			126.5		(E	)		538.4
								(102.0	)	(F	)
								(20.7	)	(G	)
Goodwill		2,014.0			4,100.6			(4,100.6	)	(C	)		9,810.6
								7,796.6		(D	)
Long-term Assets Held for Sale		—			53.5								53.5
	$	4,198.2		$	9,073.9		$	7,113.0				$	20,385.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term obligations and current maturities of long-term obligations	$	68.7		$	38.2		$					$	106.9
Accounts payable		154.5			489.5			(16.5	)	(J	)		627.5
Other accrued expenses		499.6			452.0			90.6		(E	)		1,082.4
								40.2		(F	)
Current liabilities held for sale		—			25.4								25.4
		722.8			1,005.1			114.3					1,842.2
Deferred Income Taxes		42.6			688.9			(595.9	)	(C	)		1,881.3
								1,745.7		(E	)
Other Long-term Liabilities		147.9			343.8			34.9		(F	)		526.6
Long-term Obligations		469.9			2,111.9			26.1		(G	)		2,607.9
Long-term Liabilities Held for Sale		—			8.1								8.1
Shareholders’ Equity:
Common stock		163.4			1.2			(1.2	)	(H	)		417.4
								254.0		(I	)
Capital in excess of par value		971.8			4,312.2			434.8		(G	)		11,421.8
								(4,312.2	)	(H	)
								10,015.2		(I	)
Retained earnings		1,748.1			506.0			(506.0	)	(H	)		1,748.1
Treasury stock at cost		(145.8	)		(3.9	)		3.9		(H	)		(145.8	)
Accumulated other comprehensive items		77.5			100.6			(100.6	)	(H	)		77.5
		2,815.0			4,916.1			5,787.9					13,519.0
	$	4,198.2		$	9,073.9		$	7,113.0				$	20,385.1

See accompanying notes to unaudited pro forma condensed combined financial statements.

3

THERMO FISHER SCIENTIFIC INC.

Unaudited Pro Forma Condensed Combined Statement of Income
Nine Months Ended September 30, 2006

	Thermo
	Electron			Fisher			Pro Forma					Pro Forma
	As Reported			As Reported			Adjustments					Combined
	(In millions except per share amounts)
Revenues	$	2,122.7		$	4,386.3		$	(95.1	)	(J	)	$	6,413.9
Costs and Operating Expenses:
Cost of revenues		1,148.7			2,787.1			(95.1	)	(J	)		3,840.7
Selling, general and administrative expenses		627.3			996.3			(52.1	)	(C	)		2,066.1
								494.6		(D	)
Research and development expenses		118.0			40.2								158.2
Restructuring and other income, net		13.6			5.3								18.9
		1,907.6			3,828.9			347.4					6,083.9
Operating Income		215.1			557.4			(442.5	)				330.0
Other Income (Expense), Net		(12.9	)		(72.9	)		(4.5	)	(A	)		(85.0	)
								5.3		(G	)
Income from Continuing Operations Before Provision for Income Taxes		202.2			484.5			(441.7	)				245.0
(Provision for)Benefit from Income Taxes		(60.8	)		(107.6	)		163.4		(L	)		(5.0	)
Income from Continuing Operations	$	141.4		$	376.9		$	(278.3	)			$	240.0
Earnings per Share from Continuing Operations:
Basic	$	0.88		$	3.03							$	0.59
Diluted	$	0.86		$	2.86							$	0.56
Weighted Average Shares:
Basic		160.7			124.3			124.3		(M	)		409.3
Diluted		164.9			131.7			131.7		(M	)		428.3

See accompanying notes to unaudited pro forma condensed combined financial statements.

4

THERMO FISHER SCIENTIFIC INC.

Unaudited Pro Forma Condensed Combined Statement of Income
Year Ended December 31, 2005

												Thermo
	Thermo											Electron
	Electron			Kendro			Pro Forma					Pro Forma			Fisher			Pro Forma					Pro Forma
	As Reported			Jan. 1 - May 8			Adjustments					Combined			As Reported			Adjustments					Combined
	(In millions except per share amounts)
Revenues	$	2,633.0		$	128.3		$	—				$	2,761.3		$	5,386.3		$	(121.3	)	(J	)	$	8,026.3
Costs and Operating Expenses:
Cost of revenues		1,438.1			78.5								1,516.6			3,503.4			(121.3	)	(J	)		4,898.7
Selling, general and administrative expenses		761.8			27.0			22.4		(N	)		811.2			1,156.0			(53.3	)	(C	)		2,582.1
																			659.5		(D	)
																			8.7		(K	)
Research and development expenses		152.7			4.2								156.9			44.2								201.1
Restructuring and other costs, net		16.9			0.1								17.0			22.4								39.4
		2,369.5			109.8			22.4					2,501.7			4,726.0			493.6					7,721.3
Operating Income		263.5			18.5			(22.4	)				259.6			660.3			(614.9	)				305.0
Other Income (Expense), Net		22.4			2.7			(12.3	)	(O	)		12.8			(169.8	)		(3.6	)	(A	)		(153.7	)
																			6.9		(G	)
Income from Continuing Operations Before Provision for Income Taxes		285.9			21.2			(34.7	)				272.4			490.5			(611.6	)				151.3
(Provision for) Benefit from Income Taxes		(87.6	)		(5.3	)		7.3		(P	)		(85.6	)		(116.3	)		226.3		(L	)		24.4
Income from Continuing Operations	$	198.3		$	15.9		$	(27.4	)			$	186.8		$	374.2		$	(385.3	)			$	175.7
Earnings per Share from Continuing Operations:
Basic	$	1.23										$	1.16		$	3.08							$	0.43
Diluted	$	1.21										$	1.14		$	2.93							$	0.42
Weighted Average Shares:
Basic		161.6											161.6			121.5			121.5		(M	)		404.6
Diluted		165.3											165.3			127.5			127.5		(M	)		420.3

See accompanying notes to unaudited pro forma condensed combined financial statements.

5

THERMO FISHER SCIENTIFIC INC.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Basis of Presentation

     The unaudited pro forma condensed combined balance sheet was prepared using the historical balance sheets of the company and Fisher as of September 30, 2006. The unaudited pro forma condensed combined statements of income were prepared using the historical statements of income of the company for the nine months ended September 30, 2006 and for the year ended December 31, 2005; of Kendro for the period from January 1, 2005 to May 8, 2005; and of Fisher for the nine months ended September 30, 2006 and for the year ended December 31, 2005.

     The unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting. Based upon the terms of the merger and other factors, such as the composition of the combined company’s board and senior management, the company is treated as the acquirer of Fisher. Accordingly, we have adjusted the historical consolidated financial information to give effect to the impact of the consideration issued in connection with the merger. In the unaudited pro forma condensed combined balance sheet, the company’s cost to acquire Fisher has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of the merger. Any differences between fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill. The amounts allocated to acquired assets and liabilities in the unaudited pro forma condensed combined financial statements are based on management’s preliminary internal valuation estimates. Definitive allocations will be performed and finalized based on certain valuations and other studies that will be performed by the company with the services of outside valuation specialists. Accordingly, the purchase price allocation adjustments and related amortization reflected in the foregoing unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value. For example, if the value of the definite-lived intangible assets increased by 10%, annual pro forma income from continuing operations would decrease by $42 million.

2. Purchase Price

     The following is a preliminary estimate of the purchase price for Fisher:

	(In millions)
Estimated number of Fisher shares to be acquired (in thousands) (a)		126,984
Exchange ratio		2.00
Number of shares of Thermo Fisher to be issued to the holders of Fisher stock (in thousands)		253,968
Multiplied by the assumed price per share of Thermo Fisher common stock (b)	$	38.93	$	9,887.0
Estimated fair value of outstanding Fisher stock options to be exchanged for Thermo Fisher stock options				382.2
Estimated transaction costs				112.3
Estimated purchase price			$	10,381.5

     For purposes of this pro forma analysis, the above purchase price has been allocated based on a preliminary estimate of the fair value of net assets acquired.

6

Purchase Price Allocation	(In millions)
Book value of net assets acquired	$	4,916.1
Less: write-off of existing deferred financing costs, goodwill and intangible assets, including related deferred taxes		(5,235.4	)
Adjusted book value of assets acquired		(319.3	)
Remaining allocation:
Increase inventory to fair value		204.6
Increase pension obligation to fair value		(136.9	)
Adjust debt to fair value		(460.9	)
Identifiable intangible assets at fair value		4,992.3
Deferred taxes		(1,694.9	)
Goodwill		7,796.6
Estimated purchase price	$	10,381.5

(a)	Includes 125.0 million shares outstanding, 1.4 million shares assumed issued to satisfy outstanding warrants (calculated using the treasury stock method) and 0.5 million shares to satisfy restricted stock units.
(b)	Represents the average Thermo Fisher closing stock price beginning 2 days before and ending 2 days after May 8, 2006, the date of the public announcement of the merger agreement.

3. Pro Forma Adjustments

     The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:

(A)	To record the cash paid for the merger transaction costs and to record the related estimated decrease in interest income earned.
(B)	To adjust Fisher’s inventory to fair value. The cost of sales impact of the write-up of inventory to fair value has been excluded from the pro forma condensed combined statement of income as it is a non-recurring item.
(C)	To eliminate Fisher’s existing goodwill, intangible assets, related deferred tax liability and amortization of the intangible assets.
(D)	To record goodwill and $ 5.0 billion of acquired intangible assets ($3.9 billion with definite lives and $1.1 billion with indefinite lives), and amortization of definite-lived intangible assets over a weighted average life of 6 years.
(E)	To record deferred taxes related to identified intangible assets and fair value adjustments, where required, at 37%, the estimated weighted average statutory tax rate.
(F)	To adjust Fisher’s pension and other post-retirement obligations and any associated assets to fair value.
(G)	To adjust Fisher’s long-term debt to fair value, write-off Fisher’s deferred financing costs and related deferred tax asset, record the related adjustment to interest expense, and to increase stockholders’ equity for the fair value attributable to the beneficial conversion feature of Fisher’s convertible debt.
(H)	To remove the historical equity accounts of Fisher.
(I)	To record the issuance of company common stock and to record the fair value of Fisher’s stock options.
(J)	To eliminate revenues, cost of revenues and the associated accounts receivable and payable for sales between the company and Fisher.

7

(K)	To record stock option compensation expense based on the intrinsic value of Fisher’s non-vested stock options.
(L)	To record a tax benefit on pro forma adjustments to income related to the merger, at 37%, the estimated weighted average statutory tax rate.
(M)	To reflect the exchange ratio of 2 shares of Thermo Fisher for each share of Fisher.
(N)	To reflect the amortization of the Kendro acquisition-related intangible assets for the period from January 1, 2005 to May 8, 2005.
(O)	To reflect additional interest expense for the period from January 1, 2005 to May 8, 2005 related to the debt issued in connection with the acquisition of Kendro.
(P)	To record a tax benefit on pro forma adjustments to income related to the Kendro acquisition.

8

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EX-10.14

EXHIBIT 10.14

THERMO FISHER SCIENTIFIC INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Grant of Option.

     This agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Grant Date”) to Marc N. Casper (the “Participant”), an employee and officer of the Company, of an Option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”), a total of 251,900 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) at $43.37 per Share. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on November 9, 2013 (the “Final Exercise Date”).

     It is intended that the Option evidenced by this agreement shall not be an incentive stock Option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule. Except as otherwise provided in paragraphs (d) through (h) of Section 3 below and the Plan, this Option will become exercisable (“vest”) as to 20% of the original number of Shares on the first anniversary of the Grant Date and as to an additional 20% of the original number of Shares at the end of each anniversary of the Grant Date following the first anniversary of the Grant Date until the fifth anniversary of the Grant Date. The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof.

3. Exercise of Option.

     (a) Form of Exercise. Each election to exercise this Option shall be in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share.

     (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he

or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive Option grants under the Plan (an “Eligible Participant”).

     (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d)-(h) below, the right to exercise this Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation.

     (d) Death or Disability. If the Participant dies or becomes disabled (as defined below) prior to the Final Exercise Date while he or she is an Eligible Participant, this Option shall vest and become 100% exercisable upon the date of such death or disability and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

     (e) Discharge Without Cause. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) prior to the Final Exercise Date, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate three months following such date (but in no event after the Final Exercise Date).

     (f) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company or a Subsidiary for “Cause” (as defined in the Plan), the right to exercise this Option shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

     (g) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Exercise Date then, subject to Section 3(e) above, this Option shall vest and become 100% exercisable upon the date of such retirement and the right to exercise this Option shall terminate eighteen months following such date (but in no event after the Final Exercise Date), provided that the retirement date occurs at least one year after the Grant Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” (i) in the event of a non-employee director of the Company, when he or she ceases to be a director of the Company and (ii) in the event of an employee of the Company or a Subsidiary, upon his or her resignation from employment with the Company or a Subsidiary either (A) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (B) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

     (h) Change in Control Event. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) or by the Participant for “Good Reason” (as defined in the Plan), in each case within 18 months following

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a Change in Control Event, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date).

     4. Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option in accordance with the instructions therefor described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time; provided, however, except as otherwise permitted by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

     5. Nontransferability of Option. This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of this Option by the Participant to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member thereof; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Option under the Securities Act of 1933, as amended; and provided further that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

     6. Provisions of the Plan. This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.

     7. No Right To Employment or Other Status. The grant of this Option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

     8. Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary under any agreement, policy or plan of the Company or any Subsidiary, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this Option shall be cancelled and, to the extent some or all of this Option was exercised within a period of 12 months prior to such breach, the Participant shall be required to forfeit to the Company, upon demand, any cash or Shares acquired by the Participant upon such exercise or sale.

-3-

9. Governing Law. This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

      IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

	THERMO FISHER SCIENTIFIC INC.
Dated: November 9, 2006	By:	/s/ Steve Sheehan
			Name:	Steve Sheehan
			Title:	Senior Vice President, Human Resources

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EX-10.15

EXHIBIT 10.15

THERMO FISHER SCIENTIFIC INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Grant of Option.

      This agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Grant Date”) to Guy Broadbent (the “Participant”), an employee and officer of the Company, of an Option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”), a total of 151,400 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) at $43.37 per Share. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on November 9, 2013 (the “Final Exercise Date”).

      It is intended that the Option evidenced by this agreement shall not be an incentive stock Option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule. Except as otherwise provided in paragraphs (d) through (h) of Section 3 below and the Plan, this Option will become exercisable (“vest”) as to 20% of the original number of Shares on the first anniversary of the Grant Date and as to an additional 20% of the original number of Shares at the end of each anniversary of the Grant Date following the first anniversary of the Grant Date until the fifth anniversary of the Grant Date. The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof.

3. Exercise of Option.

      (a) Form of Exercise. Each election to exercise this Option shall be in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share.

      (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he

or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive Option grants under the Plan (an “Eligible Participant”).

      (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d)-(h) below, the right to exercise this Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation.

      (d) Death or Disability. If the Participant dies or becomes disabled (as defined below) prior to the Final Exercise Date while he or she is an Eligible Participant, this Option shall vest and become 100% exercisable upon the date of such death or disability and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

      (e) Discharge Without Cause. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) prior to the Final Exercise Date, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate three months following such date (but in no event after the Final Exercise Date).

      (f) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company or a Subsidiary for “Cause” (as defined in the Plan), the right to exercise this Option shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

      (g) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Exercise Date then, subject to Section 3(e) above, this Option shall vest and become 100% exercisable upon the date of such retirement and the right to exercise this Option shall terminate eighteen months following such date (but in no event after the Final Exercise Date), provided that the retirement date occurs at least one year after the Grant Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” (i) in the event of a non-employee director of the Company, when he or she ceases to be a director of the Company and (ii) in the event of an employee of the Company or a Subsidiary, upon his or her resignation from employment with the Company or a Subsidiary either (A) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (B) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

      (h) Change in Control Event. If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) or by the Participant for “Good Reason” (as defined in the Plan), in each case within 18 months following

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a Change in Control Event, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date).

4. Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option in accordance with the instructions therefor described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time; provided, however, except as otherwise permitted by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

5. Nontransferability of Option. This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of this Option by the Participant to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member thereof; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Option under the Securities Act of 1933, as amended; and provided further that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

6. Provisions of the Plan. This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.

7. No Right To Employment or Other Status. The grant of this Option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

8. Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary under any agreement, policy or plan of the Company or any Subsidiary, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this Option shall be cancelled and, to the extent some or all of this Option was exercised within a period of 12 months prior to such breach, the Participant shall be required to forfeit to the Company, upon demand, any cash or Shares acquired by the Participant upon such exercise or sale.

- 3 -

9. Governing Law. This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

      IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

	THERMO FISHER SCIENTIFIC INC.
Dated: November 9, 2006	By:	/s/ Steve Sheehan
	Name:  Steve Sheehan
	Title:    Senior Vice President, Human Resources

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EX-10.16

EXHIBIT 10.16

[Text that appears in brackets should be added to the agreement as appropriate.]

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK AGREEMENT

Granted Under
[NAME OF EQUITY INCENTIVE PLAN]

1. Award of Restricted Shares.

     This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on                     , 200[ ] (the “Award Date”) to                                          (the “Participant”) of ___shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 [Name of Equity Incentive Plan] (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

     Except as otherwise provided in paragraphs (b) through (d) of Section 3, the restrictions set forth in this Agreement shall lapse and the Restricted Shares shall                     . [The vesting of Restricted Shares shall be in accordance with the provision of the Plan. For a Restricted Stock Award that vests based solely on the passage of time, insert the following in the blank above: “vest as to [ ]% of the original number of Restricted Shares on the [___] anniversary of the Award Date and as to an additional [ ] % of the original number of Restricted Shares at the end of [each] anniversary of the Award Date following the first anniversary of the Award Date until the [                    ] anniversary of the Award Date (the “Final Vesting Date”)”]; provided, that on each such date the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture.

     (a) Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (d) below prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company.

     (b) Death or Disability. In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the date of such death or disability. For the purposes of this Agreement, a

Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

     (c) Discharge by the Company other than for Cause. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Company or such Subsidiary other than for “Cause” (as defined in the Plan) or by the Participant for “Good Reason”, in each case, within 18 months of a Change in Control Event, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

     (d) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such retirement, provided that the retirement date occurs at least one year after the Award Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” upon his or her resignation from employment with the Company or a Subsidiary either (i) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (ii) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

4. Restrictions on Transfer.

     The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

     (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary

- 2 -

or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c) Duties of Escrow Agent.

          The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

6. Restrictive Legends.

     (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

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“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

     As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

9. Dividends and Voting Rights.

     The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to

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the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

     (a) The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

     (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

     THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant

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free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.

By:

Title:

Address:

[Name of Participant]

Address:

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EX-10.17

EXHIBIT 10.17

THERMO FISHER SCIENTIFIC INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

Marijn E. Dekkers
Name of Recipient

[                    ]
Number of Restricted Shares of Common Stock
Awarded

Vesting Schedule for Restricted Shares Awarded:

# of Shares	Vesting Date
[                    ]	November 9, 2007
[                    ]	November 9, 2008
[                    ]	November 9, 2009

November 9, 2006
Grant Date

     Thermo Fisher Scientific Inc. (the “Company”) has selected you to receive the restricted stock award identified above, subject to the provisions of the 2005 Stock Incentive Plan (the “Plan”) and the terms, conditions and restrictions contained in this agreement (the “Agreement”). Please confirm your acceptance of this Award, your agreement to other terms of the Plan and this Agreement, your receipt of a copy of the Plan, and your receipt of a memorandum regarding the tax treatment of awards of restricted stock, by signing both copies of this Agreement. You should keep one copy for your records and return the other copy promptly to the Stock Option Manager of the Company, c/o Thermo Fisher Scientific Inc., 81 Wyman Street, Post Office Box 9046, Waltham, Massachusetts 02454-9046.

THERMO FISHER SCIENTIFIC INC.
By:
	Stephen G. Sheehan
	Senior Vice President, Human Resources

Accepted and Agreed:

Marijn E. Dekkers

1. Preamble. This Agreement contains the terms and conditions of an award of shares of restricted stock of the Company (the “Restricted Shares”) made to the Recipient identified on the first page of this Agreement pursuant to the Plan. Any consideration due to the Company on the issuance of the Restricted Shares has been deemed to be satisfied by past services rendered by the Recipient to the Company. For purposes of this Agreement, the defined terms used herein and not otherwise defined shall have the meaning set forth in that certain Amended and Restated Employment Agreement dated as of November 21, 2002 by and between the Recipient and the Company, as the same may be amended from time to time (the “Employment Agreement”).

2. Restrictions on Transfer. The Restricted Shares shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of, until and unless the Restricted Shares shall have vested as provided in Section 3 of this Agreement.

3. Vesting. The term “vest” as used in this Agreement means the lapsing of the restrictions that are described in this Agreement with respect to the Restricted Shares. The Restricted Shares shall vest in accordance with the schedule set forth on the first page of this Agreement, provided in each case that the Recipient is then, and since the Grant Date has continuously been, employed by the Company or its Affiliates. Notwithstanding the foregoing, the Recipient shall become vested in the Restricted Shares prior to the vesting dates set forth on the first page of this Agreement in the following circumstances:

     (a) In the event of the Recipient’s death or Disability, all Restricted Shares that have not previously been forfeited shall immediately vest; provided that the Recipient was employed by the Company or its Affiliates immediately prior to the date of death or Disability.

     (b) In the event Recipient’s employment is terminated by the Company without Cause or in the event the Recipient terminates employment for Good Reason (it being understood that in this context, a termination of employment by the Company without Cause or by the Recipient with Good Reason does not include a termination due to the Recipient’s death or Disability or a termination with Cause or without Good Reason), all Restricted Shares that have not previously been forfeited shall immediately vest.

4. Forfeiture. In the event the Company terminates the Recipient’s employment for Cause or the Recipient terminates his employment on his own initiative (it being understood that in this context, a termination of employment on the Recipient’s own initiative does not include a termination due to his death or Disability or with Good Reason), all Restricted Shares that have not previously been forfeited on such date shall be immediately forfeited to the Company.

5. Dividends and Voting Rights. The Recipient shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided however, that any property (other than cash) distributed with respect to Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be promptly forfeited to the Company if and when the Restricted Shares are so forfeited.

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6. Certificates.

     (a) Legended Certificates. The Recipient is executing and delivering to the Company blank stock powers to be used in the event of forfeiture. Any certificates representing unvested Restricted Shares shall be held by the Company, and any such certificate (and, to the extent determined by the Company, any other evidence of ownership of unvested Restricted Shares) shall contain the following legend:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF AN EQUITY INCENTIVE PLAN OF THERMO FISHER SCIENTIFIC INC. AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THERMO FISHER SCIENTIFIC INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF THERMO FISHER SCIENTIFIC INC.

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Recipient agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Recipient hereby (i) acknowledges that the Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares. As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a), to be issued and delivered to the Recipient, subject to the payment by the Recipient by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Recipient understands that once a certificate has been delivered to the Recipient in respect of Restricted Shares which have vested, the Recipient will be free to sell the shares of common stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Tax Withholding. The Recipient expressly acknowledges that the award or vesting of the Restricted Shares will give rise to “wages” subject to withholding. The Recipient expressly acknowledges and agrees that the Recipient’s rights hereunder are subject to the Recipient’s paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including by the delivery of previously acquired shares of common stock of the Company or by having the Company hold back from the shares to be delivered, shares of the Company’s common stock having a value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with

3

such award or vesting. If the withholding obligation is not satisfied by the Recipient promptly, the Company may, without further consent from the Recipient, have the right to deduct such taxes from any payment of any kind otherwise due to the Recipient, including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting.

9. Administration. The Board of Directors of the Company, or the Compensation Committee or other committee designated in the Plan, shall have the authority to manage and control the operation and administration of this Agreement. Any interpretation of the Agreement by any of the entities specified in the preceding sentence and any decision made by any of them with respect to the Agreement is final and binding. Notwithstanding the foregoing, any dispute relating to the vesting provisions in Section 3 of this Agreement shall be determined in accordance with Section 14 of the Employment Agreement.

10. Plan Definitions. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which has already been provided to the Recipient.

11. Amendment. This Agreement may be amended only by written agreement between the Recipient and the Company, without the consent of any other person.

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EX-10.18

EXHIBIT 10.18

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Award of Restricted Shares.

     This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Award Date”) to Marc N. Casper (the “Participant”) of 21,600 shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

     Except as otherwise provided in paragraphs (b) through (e) of Section 3, the restrictions set forth in this Agreement shall lapse and the Restricted Shares shall vest as to 33.3% of the original number of Restricted Shares on the first anniversary of the Award Date and as to an additional 33.3% of the original number of Restricted Shares at the end of each anniversary of the Award Date following the first anniversary of the Award Date until the third anniversary of the Award Date (the “Final Vesting Date”); provided, that on each such date the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture.

     (a)  Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (e) below prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company.

     (b) Death or Disability. In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the date of such death or disability. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

     (c) Discharge by the Company other than for Cause. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Company or such Subsidiary other than for “Cause” (as defined in the Plan), the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

     (d) Change in Control Event. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Participant for “Good Reason” (as defined in the Plan) within 18 months of a Change in Control Event, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

     (e) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such retirement, provided that the retirement date occurs at least one year after the Award Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” upon his or her resignation from employment with the Company or a Subsidiary either (i) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (ii) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

4. Restrictions on Transfer.

     The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

     (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby

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irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c) Duties of Escrow Agent.

          The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

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6.Restrictive Legends.

     (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

     As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

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9. Dividends and Voting Rights.

     The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

     (a)  The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

     (b)  The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

     THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION

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UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Steve Sheehan
Title:	Senior Vice President, Human Resources
Address:
/s/ Marc N. Casper
Marc N. Casper
Address:

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EX-10.19

EXHIBIT 10.19

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK AGREEMENT

Granted Under
2005 Stock Incentive Plan,
as amended and restated on November 9, 2006

1. Award of Restricted Shares.

      This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 9, 2006 (the “Award Date”) to Guy Broadbent (the “Participant”) of 13,000 shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006, (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

      Except as otherwise provided in paragraphs (b) through (e) of Section 3, the restrictions set forth in this Agreement shall lapse and the Restricted Shares shall vest as to 33.3% of the original number of Restricted Shares on the first anniversary of the Award Date and as to an additional 33.3% of the original number of Restricted Shares at the end of each anniversary of the Award Date following the first anniversary of the Award Date until the third anniversary of the Award Date (the “Final Vesting Date”); provided, that on each such date the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture.

      (a) Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (e) below prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company.

      (b) Death or Disability. In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the date of such death or disability. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

      (c) Discharge by the Company other than for Cause. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Company or such Subsidiary other than for “Cause” (as defined in the Plan), the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

      (d) Change in Control Event. In the event that the Participant’s employment with the Company or a Subsidiary, as the case may be, is terminated by the Participant for “Good Reason” (as defined in the Plan) within 18 months of a Change in Control Event, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such termination.

      (e) Retirement. If the Participant “retires” from the Company or a Subsidiary prior to the Final Vesting Date, the Restricted Shares that have not previously vested shall vest 100% upon the effective date of such retirement, provided that the retirement date occurs at least one year after the Award Date. For the purposes of this Agreement, a Participant shall be deemed to have “retired” upon his or her resignation from employment with the Company or a Subsidiary either (i) after the age of 55 and the completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week or (ii) after the age of 60 and the completion of 5 continuous years service to the Company or a Subsidiary comprising at least 20 hours per week.

4. Restrictions on Transfer.

      The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

      (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby

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irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

      (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

      (c) Duties of Escrow Agent.

          The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

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      6. Restrictive Legends.

      (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

      (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

      As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

      This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

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9. Dividends and Voting Rights.

      The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

      (a) The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

      (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

      THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION

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UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.
By:	/s/ Steve Sheehan
Title: Senior Vice President, Human Resources
Address: 81 Wyman Street Waltham, MA 02454
/s/ Guy Broadbent
Guy Broadbent
Address: 37 Lettery Circle Sudbury, MA 01776

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EX-10.20

EXHIBIT 10.20

THERMO FISHER SCIENTIFIC INC.

PERFORMANCE RESTRICTED STOCK AGREEMENT

Granted Under
2005 Stock Incentive Plan

1. Award of Restricted Shares.

     This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on                     , 200[ ] (the “Award Date”) to                                          (the “Participant”) of ___ shares (the “Restricted Shares”) of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule.

     The restrictions set forth in this Agreement shall lapse and the Restricted Shares shall vest in accordance with Schedule A attached hereto and incorporated herein; provided, that on each date referenced in Schedule A, the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”). The foregoing notwithstanding, if a Participant ceases to be an Eligible Participant (i) after the First Revenue Vesting Date but before the Second Revenue Vesting Date and/or (ii) after the First EPS Vesting Date but before the Second EPS Vesting Date, in either case as of result of (x) the termination of an Eligible Participant’s employment due to death or “disability” (as defined below), (y) the termination of an Eligible Participant’s employment by the Company without “Cause” (as defined in the Plan) or (z) the termination by the Eligible Participant of his or her employment for “Good Reason” (as defined in the Plan) after a Change in Control Event, then the Restricted Shares that would have otherwise vested on the Second Revenue Vesting Date or the Second EPS Vesting Date, as the case may be, shall vest on the date the Participant ceases to be an Eligible Participant. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

3. Forfeiture.

     Except as provided in Section 2 above, in the event that the Participant ceases to be an Eligible Participant for any reason, the Restricted Shares that have not previously vested shall be immediately forfeited to the Company. For the avoidance of doubt and notwithstanding the provisions of Section 9(b)(5) of the Plan, if a Participant’s employment with the Company terminates for any reason (and regardless of whether a Change in Control Event has occurred)

prior to the First Revenue Vesting Date or the First EPS Vesting Date, all Restricted Shares shall be forfeited at the time of employment termination.

4. Restrictions on Transfer.

     The Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of except by will or laws of descent and distribution unless and until such Restricted Shares shall have vested as provided in this Agreement and in the Plan. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of the Restricted Shares that have not vested to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of Common Stock constituting the Restricted Shares under the Securities Act of 1933, as amended; and provided further that such Restricted Shares shall remain subject to the terms and conditions of this Agreement (including without limitation forfeiture and restrictions on transfer) and the Company shall not be required to recognize any such transfer until such time as the Participant and the permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

5. Escrow.

     (a) Appointment. The Participant irrevocably authorizes the Company to deposit with the Secretary of the Company (in such capacity, the “Escrow Agent”) any certificates evidencing Restricted Shares, to be held by the Escrow Agent hereunder, and any additions and substitutions to said Restricted Shares. For purposes of this Section 5, “Restricted Shares” shall be deemed to include any additional or substitute property. The Participant does hereby irrevocably constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Restricted Shares all documents necessary or appropriate to make such Restricted Shares negotiable and to complete any transaction herein contemplated. Subject to the terms of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company while the Restricted Shares are held by the Escrow Agent. The Participant shall, upon request of the Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in blank, in the form provided by the Company, and hereby instructs the Company to deliver to the Escrow Agent, on behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b) Withdrawal. The Participant shall have the right to withdraw from escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c) Duties of Escrow Agent. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good

judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

6. Restrictive Legends.

     (a) Legended Certificates. All certificates representing unvested Restricted Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE ISSUER.”

     (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Participant hereby (i) acknowledges that the unvested Restricted Shares may be held in book entry form on the books of the Company’s depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other

actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder.

7. Unrestricted Shares.

     As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.

8. Provisions of the Plan.

     This Agreement is subject to the provisions of the Plan, including without limitation, the provisions of Section 10(i) thereof pertaining to Section 162(m) of the Code.

9. Dividends and Voting Rights.

     The Participant shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided, however, that any property (other than cash) distributed with respect to the Restricted Shares, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be forfeited to the Company if and when the Restricted Shares are so forfeited.

10. Withholding Taxes; Section 83(b) Election.

     (a) The Participant expressly acknowledges that the award of the Restricted Shares to the Participant or the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the delivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, shares of Common Stock having a Fair Market Value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right

(without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting).

     (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of award.

     THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

     11. No Right To Employment or Other Status. The grant of an award of Restricted Shares shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or a Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

     12. Conflicts With Other Agreements. In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

     13. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.

By:

Title:

Address:

[Name of Participant]

Address:

EX-10.21

EXHIBIT 10.21

THERMO FISHER SCIENTIFIC INC.

DIRECTORS STOCK OPTION PLAN

As amended and restated effective as of November 9, 2006

1. Purpose

     The purpose of this Directors Stock Option Plan (the “Plan”) of Thermo Fisher Scientific Inc. (the “Company”) is to encourage ownership in the Company by outside directors of the Company whose services are considered essential to the Company’s growth and progress and to provide them with a further incentive to become directors and to continue as directors of the Company. The Plan is intended to be a nonstatutory stock option plan.

2. Administration

     The Board of Directors (the “Board”), or a Committee (the “Committee”) consisting of one or more directors of the Company appointed by the Board, shall supervise and administer the Plan. Grants of stock options under the Plan and the amount and nature of the options to be granted shall be automatic in accordance with Section 5. However, all questions of interpretation of the Plan or of any stock options granted under it shall be determined by the Board or the Committee and such determination shall be final and binding upon all persons having an interest in the Plan.

3. Participation in the Plan

     Directors of the Company who are not employees of the Company or any subsidiary or parent of the Company shall be eligible to participate in the Plan. Directors who receive grants of stock options in accordance with this Plan are sometimes referred to herein as “Optionees.”

4. Stock Subject to the Plan

     The maximum number of shares that may be issued under the Plan shall be 773,330 shares of the Company’s Common Stock (the “Common Stock”), subject to adjustment as provided in Section 9. Shares to be issued upon the exercise of options granted under the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. If any option expires or terminates for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for options thereafter to be granted.

5. Terms and Conditions

     A. Annual Stock Option Grants

     Each Director of the Company who meets the requirements of Section 3 and who is holding office immediately following the Annual Meeting of Stockholders commencing with the Annual Meeting of Stockholders held in calendar year 1993, shall be granted an option to

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purchase shares of Common Stock at the close of business on the date of such Annual Meeting, except that (i) the grant of options for 2003 shall be made as of the close of business on May 15, 2003 and (ii) no options shall be awarded in connection with the 2007 Annual Meeting. Prior to 2003, the annual option granted to each eligible Director shall be exercisable to purchase 1,000 shares of Common Stock. Commencing with the annual grant in 2003, each eligible Director shall be granted an option to purchase 7,500 shares of Common Stock. In 2006, each eligible Director shall be granted an option to purchase 10,500 shares of Common Stock.

     B. General Terms and Conditions Applicable to Grants During 2008 and Thereafter.

          1. Options granted during 2008 and thereafter shall be exercisable to the extent they are vested. Each option shall vest in equal annual installments on the first, second and third anniversaries of the grant date, provided that on each vesting date, the Optionee is a Director of the Company. Vested options may be exercised prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder during 2008 and thereafter shall be the closing price on the national securities exchange on which the Common Stock is principally traded on the date the option is granted or, if such security is not traded on an exchange, the last reported sale price on the NASDAQ National Market List on the date the option is granted, or the closing bid price last quoted by an established quotation service for over-the-counter securities on the date the option is granted or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

     C. General Terms and Conditions Applicable to Grants During 2005 and 2006.

          1. Options granted during 2005 and 2006 shall be exercisable to the extent they are vested. Each option shall vest in equal annual installments on the first, second and third anniversaries of the grant date, provided that on each vesting date, the Optionee is a Director of the Company. Vested options may be exercised prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder during 2005 and 2006 shall be the average of the opening and closing prices on the national securities exchange on which the Common Stock is principally traded on the date the option is granted or, if such security is not traded on an exchange, the average of the opening and last reported sale price on

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the NASDAQ National Market List on the date the option is granted, or the average of the opening and closing bid prices last quoted by an established quotation service for over-the-counter securities on the date the option is granted, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

     D. General Terms and Conditions Applicable to Grants After 2002 but Before 2005.

          1. Options granted after 2002 but before 2005 shall be exercisable to the extent they are vested. Each option shall vest in equal annual installments on the first, second and third anniversaries of the grant date, provided that on each vesting date, the Optionee is a Director of the Company. Vested options may be exercised prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder after 2002 but before 2005 shall be the average of the closing prices reported by the national securities exchange on which the Common Stock is principally traded for the five trading days immediately preceding and including the date the option is granted or, if such security is not traded on an exchange, the average last reported sale price for the five-day period on the NASDAQ National Market List, or the average of the closing bid prices for the five-day period last quoted by an established quotation service for over-the-counter securities, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

     E. General Terms and Conditions Applicable to Grants in 2002.

          1. Options granted in 2002 shall be immediately exercisable at any time from and after the grant date and prior to the date which is the earliest of:

               (a) seven years after the grant date, (b) three years after the Optionee ceases to serve as a Director of the Company, (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder in 2002 shall be the average of the closing prices reported by the national securities exchange on which the Common Stock is principally traded for the five trading days immediately preceding and including the date the option is granted or, if such security is not traded on an exchange, the average last reported sale price for the five-day period on the NASDAQ National Market List, or the average of the closing bid prices for the five-day period last quoted by an established quotation service for over-the-counter securities, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

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     F. General Terms and Conditions Applicable to Grants Prior to 2002.

          1. Options granted prior to 2002 shall be immediately exercisable at any time from and after the grant date and prior to the date which is the earliest of:

               (a) three years after the grant date, (b) two years after the Optionee ceases to serve as a Director of the Company (one year in the event the Optionee ceases to meet the requirements of this Subsection by reason of his or her death), or (c) the date of dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder prior to 2002 shall be the average of the closing prices reported by the national securities exchange on which the Common Stock is principally traded for the five trading days immediately preceding and including the date the option is granted or, if such security is not traded on an exchange, the average last reported sale price for the five-day period on the NASDAQ National Market List, or the average of the closing bid prices for the five-day period last quoted by an established quotation service for over-the-counter securities, or if none of the above shall apply, the last price paid for shares of the Common Stock by independent investors in a private placement.

6. Exercise of Options

     A. Exercise/Consideration

     An option may be exercised in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” and any supplement thereto as they may be amended from time to time (the “Guide”). Upon exercise of the option in accordance with the aforementioned instructions, the Company shall deliver or cause to be delivered to the Optionee the number of shares then being purchased, registered in the name of the Optionee or other person exercising the option. If any law or applicable regulation of the Securities and Exchange Commission or other body having jurisdiction in the premises shall require the Company or the Director to take any action in connection with shares being purchased upon exercise of the option, exercise of the option and delivery of the certificate or certificates for such shares shall be postponed until completion of the necessary action, which shall be taken at the Company’s expense.

     B. Tax Withholding

     No later than the date on which part or all of the value of any shares received upon the exercise of an option first becomes includible in an Optionee’s gross income for income tax purposes, the Optionee shall satisfy his or her obligations to pay any federal, state or local taxes required to be withheld with respect to such income in accordance with the provisions of the Guide. Notwithstanding the foregoing, no election to use shares for the payment of withholding taxes shall be effective unless made in compliance with any applicable requirements of Rule 16b-3.

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7. Transferability

     Except as may be authorized by the Board or the Committee, in its sole discretion, no option may be transferred other than by will or the laws of descent and distribution, and during an Optionee’s lifetime an option may be exercised only by him or her (or in the event of incapacity, the person or persons properly appointed to act on his or her behalf). The Board or the Committee may, in its discretion, determine the extent to which options granted to an Optionee shall be transferable.

8. Limitation of Rights to Continue as a Director

     Neither the Plan, nor the quantity of shares subject to options granted under the Plan, nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a Director for any period of time, or at any particular rate of compensation.

9. Adjustments in the Event of Certain Transactions

     (a) In the event of a stock dividend, stock split or combination of shares, or other distribution with respect to holders of Common Stock other than normal cash dividends, the Board or the Committee will make (i) equitable adjustments to the maximum number of shares that may be delivered under the Plan under Section 4 above, and (ii) equitable adjustments to the number and kind of shares of stock or securities subject to options then outstanding or subsequently granted, any exercise prices relating to options and any other provisions of options affected by such change.

     (b) In the event of any recapitalization, merger or consolidation involving the Company, any transaction in which the Company becomes a subsidiary of another entity, any sale or other disposition of all or a substantial portion of the assets of the Company or any similar transaction, as determined by the Board, the Board in its discretion may make adjustments to outstanding options, including, without limitation: (i) accelerate the exercisability of the option, or (ii) adjust the terms of the option (whether or not in a manner that complies with the requirements of Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”)), or (iii) if there is a survivor or acquiror entity, provide for the assumption of the option by such survivor or acquiror or an affiliate thereof or for the grant of one or more replacement options by such survivor or acquiror or an affiliate thereof, in each case on such terms (which may, but need not, comply with the requirements of Section 424(a) of the Code) as the Board may determine, or (iv) terminate the option (provided, that if the Board terminates the option, it shall, in connection therewith, either (A) accelerate the exercisability of the option prior to such termination, or (B) provide for a payment to the holder of the option of cash or other property or a combination of cash or other property in an amount reasonably determined by the Board to approximate the value of the option assuming an exercise immediately prior to the transaction, or (C) if there is a survivor or acquiror entity, provide for the grant of one or more replacement options pursuant to clause (iii) above), or (v) provide for none of, or any combination of, the foregoing.

     (c) No fraction of a share or fractional shares shall be purchasable or deliverable pursuant to this Section 9.

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10. Limitation of Rights in Option Stock

     The Optionee shall have no rights as a stockholder in respect of shares as to which his or her options shall not have been exercised, certificates issued and delivered and payment as herein provided made in full, and shall have no rights with respect to such shares not expressly conferred by this Plan.

11. Stock Reserved

     The Company shall at all times during the term of the options reserve and keep available such number of shares of the Common Stock as will be sufficient to permit the exercise in full of all options granted under this Plan and shall pay all other fees and expenses necessarily incurred by the Company in connection therewith.

12. Securities Laws Restrictions

     A. Investment Representations.

     The Company may require any person to whom an option is granted, as a condition of exercising such option, to give written assurances in substance and form satisfactory to the Company to the effect that such person is acquiring the Common Stock subject to the option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws.

     B. Compliance with Securities Laws.

     Each option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board or the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.

13. Change in Control

     A. Impact of Event

     In the event of a “Change in Control” as defined in Section 13(B)(1), the following provisions shall apply.

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          1. Options Granted before November 9, 2006. If a Change in Control occurs while any options are outstanding, then, effective upon the Change in Control, each outstanding option under the Plan that was not previously vested shall become immediately exercisable in full.

          2. Options Granted on or after November 9, 2006. In the event that an Optionee ceases to be a Director of the Company within eighteen (18) months following a Change in Control, each outstanding option granted under the Plan on or after November 9, 2006 that was not previously vested shall become immediately exercisable in full.

     B. Definition of “Change in Control”

     “Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

     (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (i) the then-outstanding Common Stock (the “Outstanding TMO Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of Directors (the “Outstanding TMO Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this definition; or

     (b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board as of May 14, 2003 or (ii) who was nominated or elected subsequent to such date by at least a majority of the Directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the Directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

     (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who

8

were the beneficial owners of the Outstanding TMO Common Stock and Outstanding TMO Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of Common Stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding TMO Common Stock and Outstanding TMO Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or

     (d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

14. Amendment of the Plan

     The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that (i) no amendment that would require stockholder approval under the rules of the New York Stock Exchange (“NYSE”) may be made effective unless and until such amendment shall have been approved by the Company’s stockholders, and (ii) if the NYSE amends its corporate governance rules so that such rules no longer require stockholder approval of “material revisions” to equity compensation plans, then, from and after the effective date of such amendment to the NYSE rules, no amendment to the Plan (A) materially increasing the number of shares authorized under the Plan, (B) expanding the types of Awards that may be granted under the Plan, (C) materially expanding the class of participants eligible to participate in the Plan, or (D) deleting or limiting any provisions prohibiting repricing of options shall be effective unless stockholder approval is obtained. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval.

15. Effective Date of the Plan

     The Plan was approved by the Board on March 29, 1993 and approved by the Stockholders on May 25, 1993.

16. Notice

     Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Secretary of the Company and shall become effective when it is received.

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17. Governing Law

     The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.

EX-10.22

EXHIBIT 10.22

SUMMARY OF ANNUAL NON-MANAGEMENT DIRECTOR COMPENSATION

I.	Board Members (Other than the Chairman)
A.	Annual Cash Compensation (effective November 9, 2006)

Annual Cash Retainer:	$	70,000
Additional Cash Retainer for Presiding Director:	$	3,000
Additional Cash Retainer for Chairman of Audit Committee:	$	20,000
Additional Cash Retainer for Chairman of Compensation Committee:	$	10,000
Additional Cash Retainer for Chairs of Nominating and Corporate Governance Committee and Strategy Committee:	$	5,000

B.	Meeting Fees
	If a Board Committee meets more than six times during a calendar year, then the members thereof shall receive the following fees for attending meetings that exceed six in number:

Committee Meeting Fees:	$1,500 per meeting attended in person, on a day other than a day on which the Board meets
	$1,000 per meeting attended in person, on the same day as a Board meeting
Telephone Committee Meeting Fees:	$750 per meeting attended by conference telephone

Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings.

C. Stock Options

Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.

II. Chairman of the Board

A. Annual Cash Compensation

Annual Cash Compensation (in lieu of annual retainer and meeting fees): $250,000

B. Stock Options

Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Thermo Fisher Scientific Inc. (formerly Thermo Electron Corporation) Registration Statement Nos. 33-37867, 33-51189, 33-54347, 33-54453, 33-61561, 333-90761, 333-90823, 333-48432, 333-43702, 333-43698, 333-40578, 333-40576, 333-33070, 333-33068, 333-33064, 333-33058, 333-33066, 333-33060, 333-33072, 333-62004, 333-76670, 333-83470, 333-127246, and 333-134868 on Form S-8 of our report dated February 17, 2006 (May 11, 2006 as to the effect of the Laboratory Workstations discontinued operations described in Notes 2 and 3 and the subsequent events described in Note 23), relating to the consolidated financial statements and financial statement schedule of Fisher Scientific International Inc. appearing in the Current Report on Form 8-K of Fisher Scientific International Inc. filed May 11, 2006 and our report dated February 17, 2006 on management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Fisher Scientific International Inc. for the year ended December 31, 2005 and incorporated by reference in the Current Report on Form 8-K of Thermo Fisher Scientific Inc. dated November 14, 2006.

/s/ Deloitte & Touche LLP
New York, New York
November 14, 2006

EX-99.1

EXHIBIT 99.1

News

FOR IMMEDIATE RELEASE
Media Contact Information:	Investor Contact Information:
Lori Gorski	Ken Apicerno
Phone: 781-622-1062	Phone: 781-622-1111
E-mail: lori.gorski@thermofisher.com	E-mail: ken.apicerno@thermofisher.com
Website: www.thermofisher.com

Merger of Thermo Electron and Fisher Scientific Completed,
Forming Thermo Fisher Scientific;
New combined company creates the leading provider of products and services in the high-growth life,
laboratory and health sciences industry

WALTHAM, Mass., (November 9, 2006) – Thermo Electron Corporation (NYSE: TMO) and Fisher Scientific International Inc. (NYSE: FSH) today announced that the merger of the two companies has been completed, creating Thermo Fisher Scientific Inc., the world leader in serving science. The companies combined in a tax-free, stock-for-stock transaction following anti-trust clearance received from the European Commission earlier today. The new company, headquartered in Waltham, Mass., has approximately $9 billion in revenues and 30,000 employees. Thermo Fisher Scientific will trade on the New York Stock Exchange under the symbol “TMO.”

“This is a historic day for both companies, as two industry leaders join forces to create Thermo Fisher Scientific,” said Marijn E. Dekkers, president and chief executive officer of Thermo Fisher Scientific. “The new company combines Thermo’s industry-leading analytical instrumentation with Fisher’s world-renowned laboratory reagents and consumables. As a result, we can deliver advanced technological solutions and integrated workflows to help our customers push the boundaries of scientific discovery, with increased efficiency. In addition, we have unprecedented access to our customers across the globe through the largest sales force in the industry, and through our catalog and e-commerce channels. With a seasoned leadership team in place, we now look forward to realizing the benefits of this combination quickly and seamlessly, while working toward the long-term success of our new organization.”

Under the terms of the agreement, Fisher shareholders received 2.00 shares of Thermo common stock for each share of Fisher common stock they own. Thermo’s shareholders own approximately 39 percent of the combined company, and Fisher shareholders own approximately 61 percent.

“With this transaction, we have created the world’s only provider of fully integrated, end-to-end solutions in the life, laboratory and health sciences industry,” said Paul M. Meister, chairman of the board of Thermo Fisher Scientific and previously vice chairman of Fisher Scientific. “We are uniquely positioned to accelerate earnings growth for our shareholders, enhance our capabilities for customers and multiply opportunities for our employees.”

Thermo Fisher Scientific will provide more details about the company, including an update to its 2007 guidance, at an Analyst Day to be held in New York City on December 14, 2006.

About Thermo Fisher Scientific
Thermo Fisher Scientific (NYSE: TMO) is the world leader in serving science, enabling our customers to make the world healthier, cleaner and safer. With annual sales of more than $9 billion, we employ 30,000 people and serve over 350,000 customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental and industrial process control settings. Serving customers through two premier brands, Thermo Scientific and Fisher Scientific, we help solve analytical challenges from routine testing to complex research and discovery. Thermo Scientific offers customers a complete range of high-end analytical instruments as well as laboratory equipment, software, services, consumables and reagents to enable integrated laboratory workflow solutions. Fisher Scientific provides a complete portfolio of laboratory equipment, chemicals, supplies and services used in healthcare, scientific research, safety and education. Together, we offer the most convenient purchasing options to customers and continuously advance our technologies to accelerate the pace of scientific discovery, enhance value for customers and fuel growth for shareholders and employees alike. Visit www.thermofisher.com.

Information set forth in this press release contains forward-looking statements, which involve a number of risks and uncertainties. Thermo Fisher Scientific cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Thermo Electron and Fisher Scientific, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Electron’s and Fisher Scientific’s filings with the SEC, including their respective Quarterly Reports on Form 10-Q for the third quarter of 2006. These include risks and uncertainties relating to: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products and adapt to significant technological change; implementation of strategies for improving internal growth; use and protection of intellectual property; dependence on customers’ capital spending policies and government funding policies; realization of potential future savings from new productivity initiatives; dependence on customers that operate in cyclical industries; general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; exposure to product liability claims in excess of insurance coverage; and the effect of exchange rate fluctuations on international operations. Thermo Fisher Scientific undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

###

EX-99.5

Exhibit 99.5

THERMO FISHER SCIENTIFIC INC.

UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

     On November 9, 2006, Thermo Fisher Scientific Inc. (formerly Thermo Electron Corporation) (the “company” or “Thermo Fisher”) merged with Fisher Scientific International Inc. (“Fisher”) pursuant to the Agreement and Plan of Merger dated as of May 7, 2006. The unaudited pro forma condensed combined financial statements have been prepared to give effect to the merger.

     The unaudited pro forma condensed combined balance sheet as of September 30, 2006, and the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2006 and the year ended December 31, 2005, are presented herein. The unaudited pro forma condensed combined balance sheet combines the unaudited condensed balance sheets of the company and Fisher and gives effect to the merger as if it had been completed on September 30, 2006. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2006 and the year ended December 31, 2005 combine the historical results of the company and Fisher and give effect to the merger as if it had occurred on January 1, 2005. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2005 also gives effect to the company’s May 2005 acquisition of the Kendro Laboratory Products business as if it had occurred on January 1, 2005.

     The unaudited pro forma condensed combined financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations would actually have been if the merger occurred as of the dates indicated or what such financial position or results would be for any future periods. The unaudited pro forma condensed combined financial statements are based upon the respective historical consolidated financial statements of the company and Fisher, and should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined financial statements;

• the separate historical financial statements of the company as of and for the three and nine months ended September 30, 2006 included in the company’s quarterly report on Form 10-Q for the three months ended September 30, 2006;

• the separate historical financial statements of the company as of and for the year ended December 31, 2005 included in the company’s annual report on Form 10-K for the year ended December 31, 2005;

• the separate historical financial statements of Fisher as of and for the three and nine months ended September 30, 2006 included in Fisher’s quarterly report on Form 10-Q for the three months ended September 30, 2006, which is incorporated by reference to Exhibit 99.4 to the company’s Current Report on Form 8-K filed on November 14, 2006; and

• the separate historical financial statements of Fisher as of and for the year ended December 31, 2005 included in Fisher’s current report on Form 8-K filed May 11, 2006, to reflect the account balances and activities of the laboratory workstations business as discontinued operations, which is incorporated by reference to Exhibit 99.3 to the company’s Current Report on Form 8-K filed on November 14, 2006.

     The unaudited pro forma condensed combined financial information was prepared by using the purchase method of accounting. Based upon the terms of the merger and other factors, such as the composition of the combined company’s board and senior management, the company is treated as the acquirer of Fisher. Accordingly, we have adjusted the historical consolidated financial information to give effect to the impact of the consideration issued in connection with the merger. In the unaudited pro forma condensed combined balance sheet, the company’s cost to acquire Fisher has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as the date of the merger. Any differences between fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill. The amounts allocated to acquired assets and liabilities in the unaudited pro forma condensed combined financial statements are based on management’s preliminary internal valuation estimates. Definitive allocations will

1

be performed and finalized based on certain valuations and other studies that will be performed by the company with the services of outside valuation specialists. Accordingly, the purchase price allocation adjustments and related amortization reflected in the following unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value. For example, if the value of the definite lived intangible assets increased by 10%, annual pro forma income from continuing operations would decrease by $42 million.

     The unaudited pro forma condensed combined statements of income also include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired intangible assets.

     The unaudited pro forma condensed combined statements of income do not include the impacts of any revenue, cost or other operating synergies that may result from the merger or any related restructuring costs. Cost savings, if achieved, could result from material sourcing and elimination of redundant costs including headcount and facilities.

     The unaudited pro forma condensed combined financial statements do not reflect the impact of financing, liquidity or other balance sheet repositioning that may be undertaken in connection with or subsequent to the merger.

     The unaudited pro forma condensed combined financial statements do not reflect certain amounts resulting from the merger because we consider them to be of a non-recurring nature. Such amounts will be comprised of charges for the sale of inventories revalued at the date of acquisition as well as restructuring and other exit and non-recurring costs related to the integration of the Thermo Electron and Fisher businesses. To the extent the exit costs relate to the Fisher business and meet certain criteria, they will be recognized in the opening balance sheet in accordance with EITF Issue No 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” To the extent that such costs relate to Thermo Electron businesses, they will not meet the criteria in EITF Issue No 95-3, and will be recorded as expenses pursuant to SFAS No. 146.

     Based on the company’s review of Fisher’s summary of significant accounting policies disclosed in Fisher’s financial statements, the nature and amount of any adjustments to the historical financial statements of Fisher to conform their accounting policies to those of the company are not expected to be significant.

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THERMO FISHER SCIENTIFIC INC.

Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2006

	Thermo
	Electron			Fisher			Pro Forma					Pro Forma
	As Reported			As Reported			Adjustments					Combined
	(In millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	158.0		$	279.2		$	(112.3	)	(A	)	$	324.9
Short-term available-for-sale investments		14.7			—								14.7
Accounts receivable, net		539.8			805.3			(16.5	)	(J	)		1,328.6
Inventories		407.5			646.1			204.6		(B	)		1,258.2
Deferred tax assets		80.1			153.0			14.9		(E	)		248.0
Other current assets		78.5			126.7			40.2		(F	)		245.4
Current assets held for sale		—			41.3								41.3
		1,278.6			2,051.6			130.9					3,461.1
Property, Plant and Equipment, Net		280.5			843.3								1,123.8
Acquisition-related Intangible Assets		405.4			1,710.0			(1,710.0	)	(C	)		5,397.7
								4,992.3		(D	)
Other Assets		219.7			314.9			126.5		(E	)		538.4
								(102.0	)	(F	)
								(20.7	)	(G	)
Goodwill		2,014.0			4,100.6			(4,100.6	)	(C	)		9,810.6
								7,796.6		(D	)
Long-term Assets Held for Sale		—			53.5								53.5
	$	4,198.2		$	9,073.9		$	7,113.0				$	20,385.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term obligations and current maturities of long-term obligations	$	68.7		$	38.2		$					$	106.9
Accounts payable		154.5			489.5			(16.5	)	(J	)		627.5
Other accrued expenses		499.6			452.0			90.6		(E	)		1,082.4
								40.2		(F	)
Current liabilities held for sale		—			25.4								25.4
		722.8			1,005.1			114.3					1,842.2
Deferred Income Taxes		42.6			688.9			(595.9	)	(C	)		1,881.3
								1,745.7		(E	)
Other Long-term Liabilities		147.9			343.8			34.9		(F	)		526.6
Long-term Obligations		469.9			2,111.9			26.1		(G	)		2,607.9
Long-term Liabilities Held for Sale		—			8.1								8.1
Shareholders’ Equity:
Common stock		163.4			1.2			(1.2	)	(H	)		417.4
								254.0		(I	)
Capital in excess of par value		971.8			4,312.2			434.8		(G	)		11,421.8
								(4,312.2	)	(H	)
								10,015.2		(I	)
Retained earnings		1,748.1			506.0			(506.0	)	(H	)		1,748.1
Treasury stock at cost		(145.8	)		(3.9	)		3.9		(H	)		(145.8	)
Accumulated other comprehensive items		77.5			100.6			(100.6	)	(H	)		77.5
		2,815.0			4,916.1			5,787.9					13,519.0
	$	4,198.2		$	9,073.9		$	7,113.0				$	20,385.1

See accompanying notes to unaudited pro forma condensed combined financial statements.

3

THERMO FISHER SCIENTIFIC INC.

Unaudited Pro Forma Condensed Combined Statement of Income
Nine Months Ended September 30, 2006

	Thermo
	Electron			Fisher			Pro Forma					Pro Forma
	As Reported			As Reported			Adjustments					Combined
	(In millions except per share amounts)
Revenues	$	2,122.7		$	4,386.3		$	(95.1	)	(J	)	$	6,413.9
Costs and Operating Expenses:
Cost of revenues		1,148.7			2,787.1			(95.1	)	(J	)		3,840.7
Selling, general and administrative expenses		627.3			996.3			(52.1	)	(C	)		2,066.1
								494.6		(D	)
Research and development expenses		118.0			40.2								158.2
Restructuring and other income, net		13.6			5.3								18.9
		1,907.6			3,828.9			347.4					6,083.9
Operating Income		215.1			557.4			(442.5	)				330.0
Other Income (Expense), Net		(12.9	)		(72.9	)		(4.5	)	(A	)		(85.0	)
								5.3		(G	)
Income from Continuing Operations Before Provision for Income Taxes		202.2			484.5			(441.7	)				245.0
(Provision for)Benefit from Income Taxes		(60.8	)		(107.6	)		163.4		(L	)		(5.0	)
Income from Continuing Operations	$	141.4		$	376.9		$	(278.3	)			$	240.0
Earnings per Share from Continuing Operations:
Basic	$	0.88		$	3.03							$	0.59
Diluted	$	0.86		$	2.86							$	0.56
Weighted Average Shares:
Basic		160.7			124.3			124.3		(M	)		409.3
Diluted		164.9			131.7			131.7		(M	)		428.3

See accompanying notes to unaudited pro forma condensed combined financial statements.

4

THERMO FISHER SCIENTIFIC INC.

Unaudited Pro Forma Condensed Combined Statement of Income
Year Ended December 31, 2005

												Thermo
	Thermo											Electron
	Electron			Kendro			Pro Forma					Pro Forma			Fisher			Pro Forma					Pro Forma
	As Reported			Jan. 1 - May 8			Adjustments					Combined			As Reported			Adjustments					Combined
	(In millions except per share amounts)
Revenues	$	2,633.0		$	128.3		$	—				$	2,761.3		$	5,386.3		$	(121.3	)	(J	)	$	8,026.3
Costs and Operating Expenses:
Cost of revenues		1,438.1			78.5								1,516.6			3,503.4			(121.3	)	(J	)		4,898.7
Selling, general and administrative expenses		761.8			27.0			22.4		(N	)		811.2			1,156.0			(53.3	)	(C	)		2,582.1
																			659.5		(D	)
																			8.7		(K	)
Research and development expenses		152.7			4.2								156.9			44.2								201.1
Restructuring and other costs, net		16.9			0.1								17.0			22.4								39.4
		2,369.5			109.8			22.4					2,501.7			4,726.0			493.6					7,721.3
Operating Income		263.5			18.5			(22.4	)				259.6			660.3			(614.9	)				305.0
Other Income (Expense), Net		22.4			2.7			(12.3	)	(O	)		12.8			(169.8	)		(3.6	)	(A	)		(153.7	)
																			6.9		(G	)
Income from Continuing Operations Before Provision for Income Taxes		285.9			21.2			(34.7	)				272.4			490.5			(611.6	)				151.3
(Provision for) Benefit from Income Taxes		(87.6	)		(5.3	)		7.3		(P	)		(85.6	)		(116.3	)		226.3		(L	)		24.4
Income from Continuing Operations	$	198.3		$	15.9		$	(27.4	)			$	186.8		$	374.2		$	(385.3	)			$	175.7
Earnings per Share from Continuing Operations:
Basic	$	1.23										$	1.16		$	3.08							$	0.43
Diluted	$	1.21										$	1.14		$	2.93							$	0.42
Weighted Average Shares:
Basic		161.6											161.6			121.5			121.5		(M	)		404.6
Diluted		165.3											165.3			127.5			127.5		(M	)		420.3

See accompanying notes to unaudited pro forma condensed combined financial statements.

5

THERMO FISHER SCIENTIFIC INC.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Basis of Presentation

     The unaudited pro forma condensed combined balance sheet was prepared using the historical balance sheets of the company and Fisher as of September 30, 2006. The unaudited pro forma condensed combined statements of income were prepared using the historical statements of income of the company for the nine months ended September 30, 2006 and for the year ended December 31, 2005; of Kendro for the period from January 1, 2005 to May 8, 2005; and of Fisher for the nine months ended September 30, 2006 and for the year ended December 31, 2005.

     The unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting. Based upon the terms of the merger and other factors, such as the composition of the combined company’s board and senior management, the company is treated as the acquirer of Fisher. Accordingly, we have adjusted the historical consolidated financial information to give effect to the impact of the consideration issued in connection with the merger. In the unaudited pro forma condensed combined balance sheet, the company’s cost to acquire Fisher has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of the merger. Any differences between fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill. The amounts allocated to acquired assets and liabilities in the unaudited pro forma condensed combined financial statements are based on management’s preliminary internal valuation estimates. Definitive allocations will be performed and finalized based on certain valuations and other studies that will be performed by the company with the services of outside valuation specialists. Accordingly, the purchase price allocation adjustments and related amortization reflected in the foregoing unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value. For example, if the value of the definite-lived intangible assets increased by 10%, annual pro forma income from continuing operations would decrease by $42 million.

2. Purchase Price

     The following is a preliminary estimate of the purchase price for Fisher:

	(In millions)
Estimated number of Fisher shares to be acquired (in thousands) (a)		126,984
Exchange ratio		2.00
Number of shares of Thermo Fisher to be issued to the holders of Fisher stock (in thousands)		253,968
Multiplied by the assumed price per share of Thermo Fisher common stock (b)	$	38.93	$	9,887.0
Estimated fair value of outstanding Fisher stock options to be exchanged for Thermo Fisher stock options				382.2
Estimated transaction costs				112.3
Estimated purchase price			$	10,381.5

     For purposes of this pro forma analysis, the above purchase price has been allocated based on a preliminary estimate of the fair value of net assets acquired.

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Purchase Price Allocation	(In millions)
Book value of net assets acquired	$	4,916.1
Less: write-off of existing deferred financing costs, goodwill and intangible assets, including related deferred taxes		(5,235.4	)
Adjusted book value of assets acquired		(319.3	)
Remaining allocation:
Increase inventory to fair value		204.6
Increase pension obligation to fair value		(136.9	)
Adjust debt to fair value		(460.9	)
Identifiable intangible assets at fair value		4,992.3
Deferred taxes		(1,694.9	)
Goodwill		7,796.6
Estimated purchase price	$	10,381.5

(a)	Includes 125.0 million shares outstanding, 1.4 million shares assumed issued to satisfy outstanding warrants (calculated using the treasury stock method) and 0.5 million shares to satisfy restricted stock units.
(b)	Represents the average Thermo Fisher closing stock price beginning 2 days before and ending 2 days after May 8, 2006, the date of the public announcement of the merger agreement.

3. Pro Forma Adjustments

     The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:

(A)	To record the cash paid for the merger transaction costs and to record the related estimated decrease in interest income earned.
(B)	To adjust Fisher’s inventory to fair value. The cost of sales impact of the write-up of inventory to fair value has been excluded from the pro forma condensed combined statement of income as it is a non-recurring item.
(C)	To eliminate Fisher’s existing goodwill, intangible assets, related deferred tax liability and amortization of the intangible assets.
(D)	To record goodwill and $ 5.0 billion of acquired intangible assets ($3.9 billion with definite lives and $1.1 billion with indefinite lives), and amortization of definite-lived intangible assets over a weighted average life of 6 years.
(E)	To record deferred taxes related to identified intangible assets and fair value adjustments, where required, at 37%, the estimated weighted average statutory tax rate.
(F)	To adjust Fisher’s pension and other post-retirement obligations and any associated assets to fair value.
(G)	To adjust Fisher’s long-term debt to fair value, write-off Fisher’s deferred financing costs and related deferred tax asset, record the related adjustment to interest expense, and to increase stockholders’ equity for the fair value attributable to the beneficial conversion feature of Fisher’s convertible debt.
(H)	To remove the historical equity accounts of Fisher.
(I)	To record the issuance of company common stock and to record the fair value of Fisher’s stock options.
(J)	To eliminate revenues, cost of revenues and the associated accounts receivable and payable for sales between the company and Fisher.

7

(K)	To record stock option compensation expense based on the intrinsic value of Fisher’s non-vested stock options.
(L)	To record a tax benefit on pro forma adjustments to income related to the merger, at 37%, the estimated weighted average statutory tax rate.
(M)	To reflect the exchange ratio of 2 shares of Thermo Fisher for each share of Fisher.
(N)	To reflect the amortization of the Kendro acquisition-related intangible assets for the period from January 1, 2005 to May 8, 2005.
(O)	To reflect additional interest expense for the period from January 1, 2005 to May 8, 2005 related to the debt issued in connection with the acquisition of Kendro.
(P)	To record a tax benefit on pro forma adjustments to income related to the Kendro acquisition.

8