8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2015

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware	1-8002	04-2209186
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
81 Wyman Street
Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

(781) 622-1000

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on July 25, 2013, Thermo Fisher Scientific Inc. (the “Company”) entered into a 5-year senior unsecured revolving credit facility (the “Credit Agreement”), among the Company, certain Subsidiaries of the Company from time to time party thereto, Bank of America, N.A., and each lender from time to time party thereto.

On February 23, 2015, the Company entered into an Incremental Facility Amendment (the “Amendment”) which amended the Credit Agreement to increase the amount of revolving loans available thereunder from $1,500,000,000 to an aggregate of up to $2,000,000,000. The foregoing description of the Amendment is subject to, and qualified in its entirety by, reference to the full text of the Amendment which is filed as Exhibit 10.1 hereto. Except as amended by the Amendment, the terms of the Credit Agreement remain in full force and effect.

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

The information set forth above under Item 1.01 is incorporated by reference into this Item 2.03.

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

Compensatory Arrangements of Certain Officers

On February 25, 2015, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company took the actions summarized below relating to the compensation of the following executives of the Company:

• Marc N. Casper, President and Chief Executive Officer; Peter M. Wilver, Senior Vice President, Chief Financial Officer; Alan J. Malus, Executive Vice President; and Thomas W. Loewald, Senior Vice President (each of whom is a named executive officer of the Company for the year ended December 31, 2013);

• Mark P. Stevenson, Executive Vice President, who became an executive officer in 2014; and

• Stephen Williamson, Vice President, Financial Operations of the Company, who as previously reported will become Senior Vice President and Chief Financial Officer of the Company, effective August 1, 2015.

Annual Cash Incentive Plans - Approval of Payout of Cash Bonuses for 2014. The Compensation Committee approved the payout of cash bonuses for 2014 to executive officers including Messrs. Casper, Wilver, Malus, Stevenson and Loewald under the Company’s 2013 Annual Incentive Award Plan (the “162(m) Plan”), which was approved by the stockholders of the Company at its 2013 Annual Meeting of Stockholders. The Compensation Committee exercised its discretion to lower the amount of the cash bonuses payable under the 162(m) Plan based on its determinations as to the level of achievement of the applicable supplemental performance metrics and goals for 2014 under the Company’s annual cash incentive program, which operates in connection with the 162(m) Plan. The amount of cash bonuses approved by the Compensation Committee is set forth in the table below.

Annual Cash Incentive Plans - Establishment of Criteria for 2015 Bonus. The Compensation Committee established the performance goal under the 162(m) Plan for 2015 as earnings before interest, taxes and amortization, excluding the impact of (i) extraordinary items and any other unusual or non-recurring items, (ii) discontinued operations, (iii) gains or losses on the dispositions of discontinued operations, (iv) the cumulative effects of changes in accounting principles, (v) the writedown of any asset, (vi) charges for restructuring and rationalization programs, (vii) other non-cash charges or items, (viii) gains or losses related to financing activities, (ix) the effect of acquisitions, or (x) gains or losses as a result of foreign currency conversions or fluctuations in foreign currency exchange rates, and certain other unusual or nonrecurring items (“Adjusted Operating Income”); and determined the percentage of Adjusted Operating Income that each executive officer is entitled to receive as a cash bonus for 2015 under the Plan, subject to the Compensation Committee’s right to lower, but not raise, the actual cash bonus to be paid to such officer for the year. The Compensation Committee’s determination as to whether to lower the actual cash bonus to be paid is generally based on the results of its determinations under the Company’s annual cash incentive program for that year (which is described in the next paragraph).

The Compensation Committee also established a target cash bonus amount for each of such executive officers and Mr. Williamson as well as supplemental performance metrics and goals for the Company under the Company’s annual cash incentive program for 2015. The target amount for each of such executive, which is a percentage of base salary (ranging from 45% to 185%), was determined by the Compensation Committee based on the salary level and position of such executive within the Company. The supplemental performance metrics and goals are based on (a) (70%) financial measures for the Company, comprised of (i) growth in revenue (adjusted for the impact of acquisitions and divestitures and for foreign currency changes) (40%), (ii) earnings (adjusted for restructuring charges and certain other items of income or expense) before interest, taxes and amortization as a percentage of revenue at varying percentages of revenue growth (15%) and (iii) earnings (adjusted for restructuring charges and certain other items of income or expense) per share (15%) and (b) (30%) non-financial measures of such executives’ contributions to the achievement of certain business objectives of the Company. For each of the financial measures, the Company’s actual performance will be measured relative to the Company’s internal operating plan for 2015. After giving effect to the weighting of the supplemental performance metrics and individual performance, a range of performance for the financial and non-financial measures, corresponding to a multiplier of 0 to 2, will be applied to the target cash bonus amounts.

Base Salary - Approval of Increases. Effective March 30, 2015, the Compensation Committee set the 2015 base salaries of such executives as set forth below.

Revised Target Bonus for 2015. The Compensation Committee also set the annual target cash bonus amounts, expressed as a percentage of annual base salary of such executives as set forth below.

Name	2014 Cash Bonus		2015 Salary (Effective March 30, 2015)		2015 Target Bonus (% of Base Salary)
Marc N. Casper President and Chief Executive Officer	$	3,353,850	$	1,350,000		185	%
Peter M. Wilver Senior Vice President, Chief Financial Officer	$	880,875	$	675,000		90	%
Alan J. Malus Executive Vice President	$	1,039,650	$	733,500		100	%
Mark P. Stevenson Executive Vice President	$	1,974,000	$	818,500		105	%
Thomas W. Loewald Senior Vice President	$	708,688	$	600,000		85	%

The Compensation Committee approved a base salary of $575,000 for Mr. Williamson, effective March 30, 2015, and a target bonus of 75%.

Restricted Stock Units. The Compensation Committee granted time-based restricted stock units to Messrs. Casper, Wilver, Malus, Stevenson and Loewald, under the Company’s 2008 Stock Incentive Plan. The time-based restricted stock unit grant to Mr. Casper is evidenced by the Company’s standard form of Restricted Stock Unit Agreement with Marc Casper, a copy of which is on file with the SEC, and the time-based restricted stock unit grants to Messrs. Malus, Stevenson and Loewald are evidenced by the Company’s standard form of Restricted Stock Unit Agreement, a copy of which is on file with the SEC. These restricted stock units vest as follows: 15%, 25%, 30% and 30% vesting on the dates six months, eighteen months, thirty months and forty-two months from the date of grant, respectively, so long as the executive officer is employed by the Company on each such date (subject to certain exceptions). As Mr. Wilver will be retiring from the Company in March 2016, the Committee granted him a smaller amount of time-based restricted stock units than he would normally receive, with one-year vesting. The time-based restricted stock unit grant to Mr. Wilver is evidenced by the Restricted Stock Unit Agreement dated February 25, 2015, between the Company and Peter Wilver, which is filed as Exhibit 10.2 to this Current Report.

The Committee also granted performance-based restricted stock units to Messrs. Casper, Wilver, Malus, Stevenson and Loewald, under the Company’s 2008 Stock Incentive Plan. The performance-based restricted stock unit grant to Mr. Casper is evidenced by the Company’s standard form of Performance Restricted Stock Unit Agreement between the Company and Marc Casper, a copy of which is filed with the SEC, and the performance-based restricted stock units to Messrs. Malus, Stevenson and Loewald are evidenced by the Company’s standard form of Performance Restricted Stock Unit Agreement, a copy of which is on file with the SEC. The performance-based restricted stock unit grant to Mr. Wilver is evidenced by the Performance Restricted Stock Unit Agreement dated February 25, 2015, between the Company and Peter Wilver, which is filed as Exhibit 10.3 to this Current Report. In connection with the award of performance-based restricted stock units, the Compensation Committee adopted as performance goals the measures organic revenue growth and adjusted earnings per share for 2015. For each of the performance goals, the Company’s actual performance will be measured relative to the Company’s internal operating plan for 2015. The vesting of the performance-based restricted stock units for Messrs. Casper, Malus, Stevenson and Loewald is as follows: 1/3 on the date the Compensation Committee certifies that the performance goals related to the Company’s organic revenue growth and adjusted earnings per share have been achieved (the “Performance Certification Date”), 1/3 on the one-year anniversary of the Performance Certification Date, and 1/3 on the two-year anniversary of the Performance Certification Date (subject to certain exceptions). The Committee granted Mr. Wilver a smaller amount of performance-based restricted stock units than he would normally receive, with 100% of the grant earned vesting on the Performance Certification Date.

Stock Options. The Compensation Committee also granted stock options to Messrs. Casper, Malus, Stevenson and Loewald, under the Company’s 2008 Stock Incentive Plan. The stock option grant to Mr. Casper is evidenced by the Company’s standard form of Stock Option Agreement with Marc Casper, a copy of which is on file with the SEC, and stock option grants to Messrs. Malus, Stevenson and Loewald are evidenced by the Company’s standard form of Stock Option Agreement (for officers other than Marc Casper), a copy of which is on file with the SEC. The options (a) vest in equal annual installments over the four-year period commencing on the first anniversary of the date of grant (i.e., the first 1/4 of the 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 (subject to certain exceptions), (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 restricted stock unit and stock option grants approved by the Compensation Committee for such executive officers are set forth below.

Name	Securities Underlying February 25, 2015 Performance- Based Restricted Stock Unit Grant						Securities Underlying February 25, 2015 Time-Based Restricted Stock Unit Grant		Securities Underlying February 25, 2015 Stock Option Grant
	Minimum		Target		Maximum
Marc N. Casper President and Chief Executive Officer		0		30,625		45,938		30,625		120,000
Peter M. Wilver Senior Vice President, Chief Financial Officer		0		4,000		6,000		4,000		—
Alan J. Malus Executive Vice President		0		8,400		12,600		8,400		32,300
Mark P. Stevenson Executive Vice President		0		11,100		16,650		11,100		44,000
Thomas W. Loewald Senior Vice President		0		6,900		10,350		6,900		27,900

Mr. Williamson received 4,800 performance-based restricted stock units (with the potential to earn a minimum of 0 and a maximum of 7,200), 4,800 time-based restricted stock units and 19,800 stock options, on the same terms as Messrs. Malus, Stevenson and Loewald.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
10.1	Incremental Facility Amendment, dated February 23, 2015, to the Credit Agreement, dated July 25, 2013, among the Company, certain Subsidiaries of the Company from time to time party thereto, Bank of America, N.A., and each lender from time to time party thereto
10.2	Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Peter Wilver, dated February 25, 2015
10.3	Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Peter Wilver, dated February 25, 2015

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 26th day of February, 2015.

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

EXHIBIT INDEX

Exhibit No.	Description
10.1	Incremental Facility Amendment, dated February 23, 2015, to the Credit Agreement, dated July 25, 2013, among the Company, certain Subsidiaries of the Company from time to time party thereto, Bank of America, N.A., and each lender from time to time party thereto
10.2	Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Peter Wilver, dated February 25, 2015
10.3	Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Peter Wilver, dated February 25, 2015

EX-10.1

Exhibit 10.1

Execution Version

INCREMENTAL FACILITY AMENDMENT

INCREMENTAL FACILITY AMENDMENT, dated as of February 23, 2015 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of July 25, 2013 (as amended or modified from time to time, the “Credit Agreement”), among Thermo Fisher Scientific Inc., a corporation organized under the laws of Delaware (the “Borrower”), certain Subsidiaries of the Company from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, and BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A. and certain other Lenders acting in such capacity from time to time, as L/C Issuers.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, pursuant to Section 2.16 of the Credit Agreement, the Borrower has requested an increase in the Aggregate Commitments under the Credit Agreement in an amount of $500,000,000;

WHEREAS, each Lender signatory to this Incremental Facility Amendment (each, an “Incremental Facility Lender”) has agreed to provide the additional Commitments in the amount set forth opposite to its name in the commitment schedule attached hereto as Schedule A (the “Incremental Commitment Schedule”; such additional Commitments set forth in the Incremental Commitment Schedule, the “Incremental Commitments”) upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Incremental Commitments.

(a) On the Increase Effective Date (as defined below), this Incremental Facility Amendment shall constitute an increase in the Commitments of the Lenders pursuant to section 2.16 of the Credit Agreement, the Incremental Commitments shall constitute additional “Commitments” and any loans made pursuant to the Incremental Commitments shall constitute “Committed Loans” and “Loans” under the Credit Agreement.

(b) The Incremental Commitments shall have the same terms and conditions as those of the Commitments existing prior to the Increase Effective Date under the Credit Agreement. No increase of the Commitments pursuant to this Incremental Facility Amendment increases the Letter of Credit Sublimit or the Swing Line Sublimit set forth in the Credit Agreement.

(c) From the Increase Effective Date until the Maturity Date, all Committed Loans shall be made in accordance with the Commitments of the Lenders after giving effect to the Incremental Commitments. On the Increase Effective Date, each Incremental Facility Lender will automatically and without further act be deemed to have assumed a portion in outstanding L/C Obligations such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations in L/C Obligations held by such Incremental Facility Lender equals

its Applicable Percentage (after giving effect to the Incremental Commitments). For the avoidance of doubt, it is understood that facility fees with respect to the Incremental Commitments shall accrue from the Increase Effective Date.

SECTION 3. Fees. The Borrower agrees to pay on the Increase Effective Date to the Administrative Agent, for the account of each Incremental Facility Lender, fees in the amounts previously communicated by the Borrower and the Arrangers to each such Incremental Facility Lender.

SECTION 4. Amendments to Credit Agreement to Reflect the Incremental Revolving Commitments.

(a) Amendment of Commitment amount. Pursuant to Section 2.16 of the Credit Agreement, the definition of “Commitment” is hereby amended by deleting the current amount of $1,500,000,000 and replacing it with the new amount of $2,000,000,000 and replacing “the date hereof” with “February 23, 2015”.

(b) Amendment of Commitment Schedule. Pursuant to Section 2.16 of the Credit Agreement, Schedule 2.01 of the Credit Agreement is hereby replaced with the revised Commitments and Applicable Percentages schedule attached hereto as Schedule B.

SECTION 5. Effectiveness of Incremental Facility Amendment. This Incremental Facility Amendment shall become effective upon satisfaction of the following conditions precedent (such date, the “Increase Effective Date”):

The Administrative Agent shall have received the following:

(i) counterparts to this Incremental Facility Amendment duly executed by the Borrower and each Incremental Facility Lender;

(ii) a fee for the account of each Incremental Facility Lender that is a party to this Incremental Facility Amendment in accordance with Section 3 hereof;

(iii) all other fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented fees and reasonable, documented, out-of-pocket expenses of legal counsel) required to be paid;

(iv) a certificate of the Borrower dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of Section 2.16 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and

(v) all unpaid Letter of Credit Fees for the account of the Lenders accrued as of the Incremental Effective Date.

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SECTION 6. Representations and Warranties. To induce the other parties hereto to enter into this Incremental Facility Amendment and to provide the Incremental Commitments, the Borrower hereby represents and warrants to the Administrative Agent and to each Incremental Facility Lender, as of the Increase Effective Date:

(a) The Borrower has the power and authority, and the legal right, to make, deliver and perform this Incremental Facility Amendment, and to perform its obligations hereunder. The execution, delivery and performance by the Borrower of this Incremental Facility Amendment has been authorized by all necessary corporate action, and no other corporate or other organizational proceedings on the part of the Borrower is necessary to consummate such transactions.

(b) This Incremental Facility Amendment has been duly executed and delivered on behalf of the Borrower. The Incremental Facility Amendment is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing, and is in full force and effect subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

SECTION 7. Effect on the Credit Agreement. (a) Except as specifically amended above, the Credit Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Incremental Facility Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of any of the Credit Agreement. This Incremental Facility Amendment shall constitute a Loan Document.

SECTION 8. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Incremental Facility Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

SECTION 9. Governing Law. THE INCREMENTAL FACILITY AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE INCREMENTAL FACILITY AMENDMENT, THE RELATIONSHIP OF THE PARTIES AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. EACH PARTY HERETO HEREBY AGREES TO BE BOUND BY THE JURISDICTIONAL AND SERVICE OF PROCESS PROVISIONS OF SECTION 10.14 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 10. Counterparts. This Incremental Facility Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Incremental Facility

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Amendment, the Credit Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Incremental Facility Amendment by facsimile or email shall be effective as delivery of a manually executed counterpart of this Amendment. THIS INCREMENTAL FACILITY AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERCEDE ALL PRIOR ORAL AGREEMENTS OF THE PARTIES.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Incremental Facility Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

THERMO FISHER SCIENTIFIC, INC.
By:	/s/ Anthony H. Smith
	Name:	Anthony H. Smith
	Title:	VP Tax & Treasurer

[Signature Page to Incremental Facility Amendment]

BANK OF AMERICA, N.A., as Administrative Agent and an Incremental Facility Lender
By:	/s/ Joseph L. Corah
Name:	Joseph L. Corah
Title:	Director

[Signature Page to Incremental Facility Amendment]

JP MORGAN CHASE BANK, N.A., as an Incremental Facility Lender
	By:	/s/ Vanessa Chiu
		Name:	Vanessa Chiu
		Title:	Executive Director

[Signature Page to Incremental Facility Amendment]

BARCLAYS BANK PLC, as an Incremental Facility Lender
	By:	/s/ Ronnie Glenn
		Name:	Ronnie Glenn
		Title:	Vice President

[Signature Page to Incremental Facility Amendment]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Incremental Facility Lender
	By:	/s/ Brian McNany
		Name:	Brian McNany
		Title:	Director

[Signature Page to Incremental Facility Amendment]

The Royal Bank of Scotland plc, as an Incremental Facility Lender
	By:	/s/ William McGinty
		William McGinty
		Director

[Signature Page to Incremental Facility Amendment]

BNP Paribas, as an Incremental Facility Lender
	By:	/s/ Mathew Harvey
		Name:	Mathew Harvey
		Title:	Managing Director
BNP Paribas, as an Incremental Facility Lender
	By:	/s/ Todd Rodgers
		Name:	Todd Rodgers
		Title:	Director

[Signature Page to Incremental Facility Amendment]

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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an Incremental Facility Lender
	By:	/s/ MIKHAIL FAYBUSOVICH
		Name:	MIKHAIL FAYBUSOVICH
		Title:	AUTHORIZED SIGNATORY
	By:	/s/ Karim Rahimtoola
		Name:	Karim Rahimtoola
		Title:	Authorized Signatory

[Signature Page to Incremental Facility Amendment]

GOLDMAN SACHS BANK USA, as an Incremental Facility Lender
	By:	/s/ Rebecca Kratz
		Name:	Rebecca Kratz
		Title:	Authorized Signatory

[Signature Page to Incremental Facility Amendment]

Deutsche Bank AG New York Branch, as a Lender
By:	/s/ Andreas Neumeier
Name:	Andreas Neumeier
Title:	Managing Director
By:	/s/ Virginia Cosenza
Name:	Virginia Cosenza
Title:	Vice President

[Signature Page to Incremental Facility Amendment]

HSBC Bank USA, National Association, as an Incremental Facility Lender
	By:	/s/ Elizabeth R. Peck
		Name:	Elizabeth R. Peck
		Title:	Senior Vice President

[Signature Page to Incremental Facility Amendment]

MORGAN STANLEY BANK, N.A., as an Incremental Facility Lender
By:	/s/ Kelly Chin
	Name:	Kelly Chin
	Title:	Authorized Signatory

[Signature Page to Incremental Facility Amendment]

Citibank, N.A., as an Incremental Facility Lender
	By:	/s/ Anthony Pantina
		Name:	Anthony Pantina
		Title:	Vice President

[Signature Page to Incremental Facility Amendment]

Schedule A

Incremental Commitment Schedule

Lender	Incremental Commitment
Bank of America, N.A.	$	32,833,333.34
Barclays Bank PLC	$	32,833,333.33
JP Morgan Chase Bank, N.A.	$	32,833,333.33
Citibank, N.A.	$	63,500,000.00
BNP Paribas	$	46,000,000.00
Credit Suisse AG	$	46,000,000.00
Goldman Sachs Bank USA	$	46,000,000.00
Deutsche Bank AG New York Branch	$	46,000,000.00
HSBC Bank USA, National Association	$	46,000,000.00
Morgan Stanley Bank, N.A.	$	46,000,000.00
Bank of Tokyo-Mitsubishi	$	31,000,000.00
The Royal Bank of Scotland PLC	$	31,000,000.00
Total	$	500,0000,000

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Schedule B

Commitments and Applicable Percentages

Lender	Commitment		Applicable Percentage
Bank of America, N.A.	$	157,833,333.34		7.89	%
JPMorgan Chase Bank, N.A.	$	157,833,333.33		7.89	%
Barclays Bank PLC	$	157,833,333.33		7.89	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	128,500,000.00		6.43	%
The Royal Bank of Scotland plc	$	128,500,000.00		6.43	%
BNP Paribas	$	128,500,000.00		6.43	%
Credit Suisse AG, Cayman Islands Branch	$	128,500,000.00		6.43	%
Deutsche Bank AG New York Branch	$	128,500,000.00		6.43	%
Goldman Sachs Bank USA	$	128,500,000.00		6.43	%
HSBC Bank USA, National Association	$	128,500,000.00		6.43	%
Morgan Stanley Bank, N.A.	$	128,500,000.00		6.43	%
Citibank, N.A.	$	128,500,000.00		6.43	%
Mizuho Bank, Ltd.	$	65,000,000.00		3.25	%
Sumitomo Mitsui Banking Corporation	$	65,000,000.00		3.25	%
U.S. Bank, National Association	$	65,000,000.00		3.25	%
Bank of China, New York Branch	$	25,000,000.00		1.25	%
The Bank of New York Mellon	$	25,000,000.00		1.25	%
The Bank of Nova Scotia	$	25,000,000.00		1.25	%
ING Bank N.V., Dublin Branch	$	25,000,000.00		1.25	%
Intesa Sanpaolo Spa	$	25,000,000.00		1.25	%
KeyBank National Association	$	25,000,000.00		1.25	%
Nordea Bank Finland Plc	$	25,000,000.00		1.25	%
Total	$	2,000,000,000		100.00	%

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EX-10.2

Exhibit 10.2

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK UNIT AGREEMENT

Granted Under

the 2008 Stock Incentive Plan

1. Award of Restricted Stock Units.

This agreement (the “Agreement”) sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation, on February 25, 2015 (the “Award Date”) to Peter M. Wilver (the “Participant”) of 4,000 restricted stock units of the Company (individually, an “RSU” and collectively, the “RSUs”). Each RSU represents the right to receive one share 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 2008 Stock Incentive Plan (the “Plan”). The shares of Common Stock that are issuable in connection with the RSUs are referred to in this Agreement as Shares. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Time-Based Vesting.

Except as otherwise provided in paragraphs (b) and (c) of Section 3, the RSUs shall vest as to 100% of the original number of RSUs on the first anniversary of the Award Date (the “Vesting Date”) provided that on such Vesting 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 (an “Eligible Participant”).

3. Additional Vesting Provisions.

(a) Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason not described in paragraphs (b) or (c) below, RSUs 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 is terminated by reason of death or Disability prior to the Vesting Date, the RSUs shall vest 100% upon the date of such death or Disability.

(c) Change in Control Event. In the event that the Participant’s employment or service is terminated by the Company due to a Qualifying Termination after a Change in Control Event that occurs prior to the Vesting Date, the RSUs shall vest 100% upon the date of such termination.

(d) Discharge for Cause. In the event that the Participant is discharged by the Company for Cause, all unvested RSUs and all vested RSUs that have not been delivered in accordance with Section 4 below 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.

4. Delivery of Shares

(a) The Company shall deliver the Shares that become issuable pursuant to an RSU within the sixty-day period following the date the RSUs vest pursuant to Sections 2 or 3 above.

(b) The Company shall not be obligated to deliver Shares to the Participant unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.

5. Meaning and Use of Certain Terms.

For purposes of this Agreement,

(a) “Change in Control Event” has the meaning ascribed to it in the Plan, except that for purposes of Section 4, the liquidation of the Company shall not be treated as a Change in Control Event. Payments in connection with the liquidation of the Company shall be made only as permitted under section 409A of the Code (“Section 409A”).

(b) “Disability” or “Disabled”. 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; provided however that the Participant shall not be treated as Disabled unless the disability is described under Section 409A.

(c) “Qualifying Termination”. A Participant has a Qualifying Termination if the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason and such termination results in a separation from service under Section 409A.

6. Restrictions on Transfer.

The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any RSUs, or any interest therein, except by will or the laws of descent and distribution.

7. 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.

8. Dividends; Other Corporate Transactions.

(a) If at any time during the period between the Award Date and the date that Shares are delivered after the RSU vests, the Company pays a dividend or other distribution with respect to its Common Stock, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, then on the date the Shares issuable upon vesting of the RSU are delivered, the Company shall pay the Participant, at the time of delivery of the Shares pursuant to Section 4, the dividend or other distribution that would have been paid on such Shares if the Participant had owned such Shares during the period beginning on the Award Date and ending on the respective delivery date. No dividend or other distribution shall be paid with respect to RSUs that are forfeited.

(b) In the event of a Reorganization Event, then the rights of the Company under this Agreement and all other terms of this Agreement (including without limitation vesting provisions) 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 Shares. Such cash, securities or other property shall be delivered or paid at the time provided in Section 4.

(c) Except as set forth in Section 8(a) or (b) above and in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or have any rights or privileges of, a stockholder of the Company in respect of the Shares issuable pursuant to the RSUs granted hereunder until the Shares have been delivered to the Participant.

9. Withholding Taxes; No Section 83(b) Election.

(a) The Participant expressly acknowledges that the delivery of Shares to the Participant will give rise to “wages” subject to withholding. Unless the Participant provides notice to the Company prior to the delivery of the Shares that the Participant will make payment to the Company on the date of delivery to satisfy all required withholding taxes, the Participant hereby authorizes the Company to hold back from the shares to be delivered pursuant to Section 4 of this Agreement that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such delivery of Shares; provided, however, that the total tax withholding where Shares are 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 wages).

(b) The Participant acknowledges that no election under Section 83(b) of the Code may be filed with respect to this Award.

10. No Right To Employment or Other Status. The grant of an award of RSUs shall not be construed as giving the 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 the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

11. 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.

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.

13. Unfunded Rights. The right of the Participant to receive Common Stock pursuant to this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company.

14. Compliance with Section 409A of the Code. This Agreement is intended to provide for deferred compensation that is exempt from or compliant with Section 409A and shall be interpreted consistently with such intent. Accordingly, a Participant shall have no right to designate the taxable year of payment. Notwithstanding any other provision of this Agreement, if and to the extent any portion of any payment under this Agreement to the Participant is payable upon his or her separation from service and the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service”, except as Section 409A may then permit.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under this Agreement are determined to constitute nonqualified deferred compensation subject to Section 409A but do not satisfy the conditions of that section.

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

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/ Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary
/s/ Peter M. Wilver
Peter M. Wilver

EX-10.3

Exhibit 10.3

THERMO FISHER SCIENTIFIC INC.

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

Granted Under

the 2008 Stock Incentive Plan

1. Award of Restricted Stock Units.

This agreement (the “Agreement”) sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on February 25, 2015 (the “Award Date”) to Peter M. Wilver (the “Participant”) of 4,000 restricted stock units of the Company (individually, an “RSU” and collectively, the “RSUs”). Each RSU represents the right to receive one share 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 2008 Stock Incentive Plan (the “Plan”). The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this Agreement as Shares and the number of RSUs shown above is referred to as the “Target Award.” 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 paragraph (b) of Section 3, the RSUs shall vest in accordance with Schedule A attached hereto and incorporated herein provided that on such Vesting Date (as defined 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 (an “Eligible Participant”).

3. Additional Vesting Provisions.

(a) Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than the reason set forth in paragraph (b) below before the Vesting Date (as defined in Schedule A), the RSUs that have not previously vested shall be immediately forfeited to the Company.

(b) Change in Control Event. In the event that the Participant’s employment or service is terminated by the Company due to a Qualifying Termination after a Change in Control Event that occurs prior to the Performance Certification Date, then all unvested RSUs (based on the number of RSUs determined to be eligible to be received assuming the last day of the performance period was the last day of the fiscal quarter immediately prior to the Change in Control Event) shall vest immediately upon such Qualifying Termination (without regard to performance for any periods following the last day of the fiscal quarter immediately prior to the Change in Control Event), provided that the Compensation Committee has certified the achievement of the performance conditions.

(c) Discharge for Cause. In the event that the Participant is discharged by the Company for Cause, all unvested RSUs and all vested RSUs that have not been delivered in accordance with Section 4 below 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.

4. Delivery of Shares

The Company shall deliver the Shares that become issuable pursuant to an RSU within the sixty-day period following the date the RSUs vest pursuant to Sections 2 or 3 above, but in no event later than the last day of the period specified in Treas. Reg. section 1.409A-1(b)(4)(i)(A).

The Company shall not be obligated to deliver Shares to the Participant unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.

5. Meaning and Use of Certain Terms.

For purposes of this Agreement,

(a) “Change in Control Event” has the meaning ascribed to it in the Plan, except that for purposes of Section 4, the liquidation of the Company shall not be treated as a Change in Control Event. Payments in connection with the liquidation of the Company shall be made only as permitted under section 409A of the Code (“Section 409A”).

(b) “Qualifying Termination”. A Participant has a Qualifying Termination if the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason and such termination results in a separation from service under Section 409A.

6. Restrictions on Transfer.

The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any RSUs, or any interest therein, except by will or the laws of descent and distribution.

7. 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.

8. Dividends; Other Corporate Transactions.

(a) If at any time during the period between the Performance Certification Date and the date that Shares are delivered after the RSU vests, the Company pays a dividend or other distribution with respect to its Common Stock, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, then on the date the Shares issuable upon vesting of the RSU are delivered, the Company shall pay the Participant, at the time of delivery of Shares pursuant to Section 4, the dividend or other distribution that would have been paid on such Shares if the Participant had owned such Shares during the period beginning on the Performance Certification Date and ending on the respective delivery date. No dividend or other distribution shall be paid with respect to RSUs that are forfeited.

(b) In the event of a Reorganization Event, then the rights of the Company under this Agreement and all other terms of this Agreement (including without limitation vesting provisions) 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 Shares. Such cash, securities or other property shall be delivered or paid at the time provided in Section 4.

(c) Except as set forth in Section 8(a) or (b) above and in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or have any rights or privileges of, a stockholder of the Company in respect of the Shares issuable pursuant to the RSUs granted hereunder until the Shares have been delivered to the Participant.

9. Withholding Taxes; No Section 83(b) Election.

(a) The Participant expressly acknowledges that the delivery of Shares to the Participant will give rise to “wages” subject to withholding. Unless the Participant provides notice to the Company prior to the delivery of the Shares that the Participant will make payment to the Company on the date of delivery to satisfy all required withholding taxes, the Participant hereby authorizes the Company to hold back from the shares to be delivered pursuant to Section 4 of this Agreement that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such delivery of Shares; provided, however, that the total tax withholding where Shares are 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 wages).

(b) The Participant acknowledges that no election under Section 83(b) of the Code may be filed with respect to this Award.

10. No Right To Employment or Other Status. The grant of an award of RSUs shall not be construed as giving the 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 the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

11. 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.

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.

13. Unfunded Rights. The right of the Participant to receive Common Stock pursuant to this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company.

14. Compliance with Section 409A of the Code. This Agreement is intended to provide for deferred compensation that is exempt from or compliant with Section 409A and shall be interpreted consistently with such intent. Accordingly, a Participant shall have no right to designate the taxable year of payment. Notwithstanding any other provision of this Agreement, if and to the extent any portion of any payment under this Agreement to the Participant is payable upon his or her separation from service and the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service”, except as Section 409A may then permit.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under this Agreement are determined to constitute nonqualified deferred compensation subject to Section 409A but do not satisfy the conditions of that section.

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

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/ Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary
/s/ Peter M. Wilver
Peter M. Wilver