Exhibit 10.22


 


FORM OF


 


CELERA CORPORATION 2008 STOCK INCENTIVE PLAN


 


FORM OF RESTRICTED STOCK UNIT AWARD  AGREEMENT


 


RESTRICTED
STOCK UNIT AWARD  AGREEMENT
dated as of [Grant Date], by and between Celera Corporation, a Delaware
corporation (the “Company”), and [Name], a regular salaried employee of the
Company or one of its subsidiaries (“you”).


 


1. Grant of Restricted Stock Units. The Company hereby grants to
you [Total Number] Restricted Stock Units (each a “Unit”). Upon vesting, each
Unit entitles you to receive one share of Celera Corporation Common Stock, par
value $.01 per share (the “Celera Stock”), under the terms of the Celera
Corporation 2008 Stock Incentive Plan (the “Plan”). Each Unit will remain
subject to forfeiture unless and until such Unit has vested in accordance with
the Plan and this Agreement, and will remain restricted as to transferability
until such Unit is settled.


 


2. Vesting. Your Units will vest subject to either the attainment
of the performance goals specified in Exhibit A, attached hereto (the “Performance
Goals”), or meeting the vesting schedule set forth on Exhibit A, attached
hereto, in either case as established by the Compensation Committee of the
Board of Directors of the Company (the “Committee”).


 


3. Termination of Employment. If your employment with the
Company or a subsidiary is terminated by you or the Company for any reason
prior to the vesting of all or a portion of the Units, the Units which have not
vested will be forfeited and will revert back to the Company without payment to
you of any consideration.  The foregoing
notwithstanding, with respect to Units that vest based upon achievement of
Performance Goals, if you remain employed by the Company or a subsidiary as of
the last day of any Measurement Year but your employment terminates during the
period between the end of the Measurement Year and the Vesting Date for the
Units that are eligible for vesting based on Performance Goals for that year,
you will continue to be eligible to vest in your Units attributable to that
Measurement Year to the same extent you would have been eligible to vest in
those Units had you remained employed through the Vesting Date for those Units.
Upon the Committee determination regarding the vesting of Units based on the
Performance Goals applicable to any Measurement Year, the Units for that
Measurement Year which will not vest based on that determination will thereupon
be forfeited and will revert back to the Company without payment to you of any
consideration.


 


4. Stockholder Rights. Prior to the time that your
Units vest and the Company has issued shares of Celera Stock relating to such
Units, you will not be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Celera Stock deliverable with respect
to such Units.


 


5. Non-Transferability. Prior to the time that your
Units vest and the Company has issued shares of Celera Stock relating to such
Units, none of the shares of Celera Stock subject to the Units may be sold,
assigned, bequeathed, transferred, pledged, hypothecated, or otherwise disposed
of in any way.


 


6. Change of Control. Subject to the terms of the
Plan, all outstanding Units will be deemed vested (without regard to the
vesting dates) upon the occurrence of any of the events set forth in Section 11
of the Plan.


 


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7. No Right to Continued Employment. Neither the Units nor this
Agreement confer upon you any right to continue to be an employee of the
Company or any of its subsidiaries or interferes in any way with the right of
the Company or any of its subsidiaries to terminate your employment at any
time. Subject to Section 3 above, the Units will terminate upon the
termination of your employment for any reason. The Units will not be reinstated
if you are subsequently reinstated as an employee of the Company or any
subsidiary.


 


8. No Right to Future Benefits. The Plan and the benefits
offered under the Plan are provided by the Company on an entirely discretionary
basis, and the Plan creates no vested rights in participants. Neither the Units
nor this Agreement confer upon you any benefit other than as specifically set
forth in this Agreement and the Plan. You understand and agree that the
benefits offered under the Units and the Plan are not part of your salary and
that receipt of the Units does not entitle you to any future benefits under the
Plan or any other plan or program of the Company. The award of Units is not
part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension, or retirement benefits or similar payments.


 


9. Compliance with Law. No shares of Celera Stock
will be delivered to you upon the vesting of the Units unless counsel for the
Company is satisfied that such delivery will be in compliance with all
applicable laws.


 


10. Entire Agreement. This Agreement
and the Plan contain the entire agreement between you and the Company regarding
the Units and supersede all cotemporaneous or prior arrangements or
understandings with respect thereto.


 


11. Terms of Plan Govern. This Agreement and the
terms of the Units will be governed by the terms of the Plan which is hereby
incorporated by reference in this Agreement. In the event of any ambiguity in
this Agreement or any inconsistency between the terms of this Agreement and the
terms of the Plan, the terms of the Plan will govern. By your signature below,
you acknowledge receipt of the Plan Summary and agree to be bound by all of the
terms of the Plan.


 


12. Amendments. The Units or the Plan may,
subject to certain exceptions, be amended by the Committee at any time in any
manner. However, no amendment of the Units or the Plan will adversely affect in
any material manner any of your rights under the Units without your consent.


 


13. Governing Law. This Agreement will be
governed by and construed in accordance with the internal laws of the State of
Delaware.


 


14. Withholding. By signing this Agreement,
you agree that the Company may, in its sole discretion (but subject to any
limitations imposed by law), require you to satisfy any tax, social insurance
or social security withholding obligations arising in connection with the Units
or your participation in the Plan by: (a) paying the Company or your
employer, as the case may be, an amount sufficient to satisfy any applicable
tax, social insurance and social security withholding obligations; (b) deducting
from your salary or any other cash payments due to you a sum equal to any
applicable tax, social insurance and social security withholding obligations; (c) withholding
a number of shares of Celera Stock, or Units corresponding to that number of
shares, with a fair market value equal to any applicable tax, social insurance
and social security withholding obligations; or (d) any combination of the
foregoing.


 


15. Data Privacy. By signing this Agreement,
you consent to the collection, use, processing and transfer of personal data as
described in this paragraph. You understand that the Company and its
subsidiaries hold certain personal information about you, including your name,
home address and


 


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telephone number, date of
birth, social security number, social insurance number or other employee identification
number, salary, nationality, job title, any shares of stock or directorships
held in the Company, details of all options or any other entitlement to shares
of stock awarded, canceled, purchased, vested, unvested or outstanding in your
favor, for the purpose of managing and administering the Plan (“Data”). You
further understand that the Company and/or its subsidiaries will transfer Data
amongst themselves as necessary for the purpose of implementation,
administration and management of your participation in the Plan, and that the
Company and/or any of its subsidiaries may each further transfer Data to any
third parties assisting the Company in the implementation, administration and
management of the Plan. You understand that these recipients may be located in
the United States and elsewhere. You authorize them to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data as may be required for the
administration of the Plan and/or the subsequent holding of shares of stock on
your behalf to a broker or other third party with whom you may elect to deposit
any shares of stock acquired pursuant to the Plan. You understand and further
authorize the Company and/or any of its subsidiaries to keep Data in your
personnel file. You also understand that you may, at any time, review Data,
require any necessary amendments to Data or withdraw the consents herein in
writing by contacting the Company. You further understand that withdrawing your
consent may affect your ability to participate in the Plan.


 


IN WITNESS
WHEREOF, this Agreement has been duly executed by the
undersigned as of the day and year first written above.


 


 


	
   

  	
   

  	
  CELERA
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
   

  



 


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