Exhibit 10.26


 


FORM OF


 


INDEMNIFICATION
AGREEMENT


 


INDEMNIFICATION AGREEMENT, effective as of [             ],
2008, by and between Applera Corporation, a Delaware corporation (the “Company”),
and
                            
(the “Indemnitee”).


 


WHEREAS, the Company has entered into a Separation Agreement with
Celera, dated as of May 8, 2008 (the “Separation Agreement”;
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Separation Agreement), pursuant to which the Celera Group
will be separated from Applera by means of a redemption of all of the
outstanding shares of Celera Group Common Stock, in exchange for all of the
shares of Celera Common Stock; and


 


WHEREAS, it is essential that Celera retain and attract the most
capable persons available to serve as directors of Celera; and


 


WHEREAS, Indemnitee is a director of Celera; and


 


WHEREAS, pursuant to the terms of the Separation Agreement, the Company
has agreed to enter into this Agreement with Indemnitee in order to indemnify
Indemnitee for Transaction Liabilities (as hereinafter defined); and


 


WHEREAS, in furtherance of the foregoing and in recognition of
Indemnitee’s need for substantial protection against personal liability for
Transaction Liabilities, the Company wishes to provide in this Agreement for
the indemnification of and the advancing of expenses to Indemnitee in respect
of any Transaction Liabilities.


 


NOW, THEREFORE, in consideration of the premises and of Indemnitee’s
service as a director of Celera, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.                                       Certain
Definitions:


 


(a)                                  “Claim” shall mean any threatened, pending or
completed action, suit or proceeding, or any inquiry or investigation, whether
instituted by the Company or any other party, that Indemnitee in good faith
believes might lead to the institution of any such action, suit or proceeding,
whether civil, criminal, administrative, investigative or other.


 


(b)                                 “Expenses” shall mean attorneys’ fees and all other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in, any Claim
relating to any Indemnifiable Event.


 


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(c)                                  “Indemnifiable Event” shall mean  any event or occurrence related to the fact
that Indemnitee is or was a director of Celera, or by reason of anything done
or not done by Indemnitee in such capacity, in each case, arising out of,
relating to or resulting from, directly or indirectly, the Transaction
Liabilities.


 


(d)                                 “Transaction Liabilities” shall mean any and all
Liabilities arising out of or relating to the Separation, the Redemption and/or
the Registration Statement.


 


2.                                       Basic
Indemnification Arrangement. The Company shall
indemnify Indemnitee to the fullest extent permitted by law against any and all
Expenses, judgments, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses, judgments, fines, penalties or amounts paid in
settlement) (and, if requested by Indemnitee, shall promptly advance such
Expenses to Indemnitee) of any Claims for Indemnifiable Events.


 


3.                                       Partial
Indemnity, Etc.  If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the Expenses, judgments, fines,
penalties and amounts paid in settlement of a Claim but not, however, for all
of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.


 


4.                                       Nonexclusivity..  The rights of the Indemnitee hereunder shall
be in addition to any other rights Indemnitee may have under Celera’s
Certificate of Incorporation or By-laws or the Delaware General Corporation Law
or otherwise.


 


5.                                       Liability
Insurance.  The Company
shall maintain directors’ and officers’ insurance programs providing coverage
(in at least the same amounts as are provided to the Company’s directors and
officers on the date hereof) to the Indemnitee for Claims for Indemnifiable
Events for a period of no less than six (6) years following the Redemption
Date; provided however, that in no event shall the Company be required to pay
with respect to such insurance programs in respect of any policy year, more
than two hundred percent (200%) of the annual premium paid by the Company for
such insurance for the fiscal year ending June 30, 2008 (the “Current
Premium”); provided, further, that if such insurance programs in respect of
any policy year are at an annual premium in excess of 200% of the Current
Premium, then the Company shall obtain as much coverage as can be obtained for
such policy year for a premium that is 200% of the Current Premium.


 


6.                                       Amendments, Etc.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.


 


7.                                       Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to 


 


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secure such rights, including the execution of such documents necessary
to enable the Company effectively to bring suit to enforce such rights.


 


8.                                       No Duplication
of Payments.  The Company
shall not be liable under this Agreement to make any payment in connection with
any Claim made against Indemnitee to the extent Indemnitee has otherwise
actually received payment (under any insurance policy, By-law, Certificate of
Incorporation provision or otherwise) of the amounts otherwise indemnifiable
hereunder.


 


9.                                       Binding Effect,
Etc.  This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
executors and personal and legal representatives. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as a director of
Celera.


 


10.                                 Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable in any
respect, and the validity and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired and shall remain enforceable to the fullest extent permitted by law.


 


11.                                 Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement this [      ]
day of [                ],
2008.


 


	
   

  	
  APPLERA
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Indemnitee

  



 


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