Exhibit 10.29


 


CELERA CORPORATION


 


2008 STOCK INCENTIVE PLAN


 


1.             Purpose of
the Plan


 


The purpose of
this Celera Corporation 2008 Stock Incentive Plan (the “Plan”) is to increase
stockholder value and to advance the interests of Celera Corporation and its subsidiaries
(collectively, the “Corporation”) by providing financial incentives designed to
attract, retain, and motivate employees, officers, consultants, and directors
of the Corporation. The Plan reflects the established policy of the Corporation
of encouraging ownership of its Stock by key personnel and of providing
incentives for such individuals to put forth maximum efforts for the success of
the Corporation.


 


2.             Definitions


 


As used
herein, the following terms have the meanings hereinafter set forth unless the
context clearly indicates to the contrary:


 


2.1           “Applera Director” means an outside director of
Applera Corporation, or any of its successors.


 


2.2           “Applera Employee” means an employee of Applera
Corporation, its affiliates or any successor to either of them.


 


2.3           “Applera” means Applera Corporation, its subsidiaries and
affiliates and any successors to any of them.


 


2.4           “Act” means the Securities Exchange Act of 1934, as amended
from time to time.


 


2.5           “Agreement” means the written agreement between
the Corporation and an Optionee or Award Recipient, as the case may be,
evidencing the grant of an Option or Award and setting forth the terms and
conditions thereof.


 


2.6           “Award” means a Stock Award, Performance
Share Award, or Director Stock Award.


 


2.7           “Award
Recipient”
means an individual to whom an Award has been granted under the Plan.


 


2.8           “Board
of Directors”
means the Board of Directors of Celera Corporation.


 

















 


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


 


2.10         “Committee” means the Compensation Committee of the Board of
Directors, or any successor thereto or committee designated thereby whose
members qualify as (a) outside directors as defined in Section 162(m) of
the Code and the Treasury Regulations issued pursuant thereto and (b) non-employee
directors within the meaning of Rule 16b-3 under the Act.


 


2.11         “Continuous Service”
means an
uninterrupted chain of continuous employment by the Corporation or an
uninterrupted chain of continuous performance of services for the Corporation
by a consultant or outside director. A leave of absence granted in accordance
with the Corporation’s usual procedures which does not operate to interrupt
continuous employment or continuous performance of services for other benefits
granted by the Corporation shall not be considered a termination of employment
nor an interruption of Continuous Service hereunder, and an employee or
consultant who is granted such a leave of absence shall be considered to be
continuously employed or continuously performing services during the period of
such leave; provided, however,
that if regulations under the Code or an amendment to the Code shall establish
a more restrictive definition of a leave of absence, such definition shall be
substituted herein.  With respect to an
Applera Employee or Applera Director, continuous service with Applera shall be
deemed to be, for purposes of this Plan, an uninterrupted chain of continuous
employment or continuous performance of services for the Corporation, and
provided, further that termination of employment or cessation of service with
Applera shall be deemed to be termination of employment or cessation of service
with the Corporation pursuant to the Plan.


 


2.12         “Director Stock
Award”
means an award of shares of Stock granted pursuant to Section 10 hereof.


 


2.13         “Fair Market Value” means the simple average of the
high and low sales prices of a share of Stock as reported in the report of
composite transactions (or other source designated by the Committee) on the
date on which fair market value is to be determined (or if there shall be no
trading on such date, then on the first previous date on which sales were made
on a national securities exchange).


 


2.14         “Incentive Stock
Options”
means those Options granted hereunder to employees as incentive stock options
as defined in, and which by their terms comply with the requirements for such
Options set out in, Section 422 of the Code and the Treasury Regulations
issued pursuant thereto.


 


2.15         “Maximum Value
Options”
means those Options granted hereunder for which the Committee may establish, at
the date of grant, terms and conditions that limit the maximum dollar value
that a participant under the Plan may receive in the form of shares of Stock
upon the exercise of such Maximum Value Option.


 


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2.16         “Non-Employee
Director”
means a member of the Board of Directors who is not an employee or officer of
the Corporation.


 


2.17         “Non-Qualified
Stock Options”
means those Options granted hereunder which are not intended to qualify as
Incentive Stock Options.


 


2.18         “Normal Retirement Age” means the normal retirement age of
a member of the Board of Directors as determined by the Board of Directors from
time to time.


 


2.19         “Option” means an option granted pursuant to
Section 6 hereof.


 


2.20         “Optionee”  means an individual to whom an
Option has been granted under the Plan.


 


2.21         “Performance Share
Award”
means an award of Performance Shares granted pursuant to Section 9 hereof.


 


2.22         “Performance Shares” means shares of Stock covered by a Performance Share
Award.


 


2.23         “Restricted Stock
Bonus”
means an award of shares of Stock not requiring the Award Recipient to pay any
amount of monetary consideration granted pursuant to the provisions of Section 8.3
hereof.


 


2.24         “Restricted Stock
Unit”
means the right to receive one (1) share of Stock at the time the
Restricted Stock Unit vests, which may be subject to the further right to elect
to defer receipt of shares of Stock otherwise deliverable upon the vesting of
an award of restricted stock if and to the extent provided in the Award
Recipient’s Agreement. Restricted Stock Units are subject to the provisions of Section 8.2
hereof.


 


2.25         “Stock” means the common stock, par value
$.01 per share, of the Corporation.


 


2.26         “Stock Appreciation
Right”
means the right to receive an amount equal to the Fair Market Value of one (1) share
of Stock on the day the Stock Appreciation Right is redeemed, reduced by the
exercise price of such right. Stock Appreciation Rights are subject to the
provisions of Section 8.1 hereof.


 


2.27         “Stock Award” means an award granted pursuant to Section 8
hereof. The term “Stock Award” shall include, but shall not be limited to,
those types of benefits listed in Section 8.


 


2.28         “Stock Restrictions” mean the restrictions, including
performance goals, placed on an Award under the Plan.


 


2.29         “Stock Unit” means the bookkeeping entry
representing the equivalent of one (1) share of Stock.


 


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2.30         “Ten Percent
Stockholder”
means an individual who owns, within the meaning of Section 422(b)(6) of
the Code and the Treasury Regulations issued pursuant thereto, stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Corporation.


 


3.             Shares
Reserved for the Plan


 


The aggregate
number of shares of Stock available for Options and Awards under the Plan is
20,000,000 (“Share Reserve”), subject to adjustment in accordance with Section 15,
of which not more than 5,000,000 shares of Stock, subject to adjustment in
accordance with Section 15, may be issued pursuant to Restricted Stock
Units, Restricted Stock Bonuses, and Performance Share Awards. Each share of
Stock issued pursuant to an Option or Award will reduce the Share Reserve by
one (1) share. To the extent that an Award is settled in cash rather than
in shares of Stock, the Share Reserve shall remain unchanged; provided, however, that shares of Stock underlying the
portion of a Stock Appreciation Right that is exercised (whether or not shares
of Stock are actually issued to the Award Recipient upon such exercise) shall
be considered issued for purposes of the Plan and shall reduce the Share
Reserve on a one for one basis. Shares of Stock issued under the Plan shall be
authorized but unissued shares. In lieu of such unissued shares, the
Corporation may, in its discretion, transfer on the exercise of Options or the
delivery of shares of Stock issued pursuant to Awards treasury shares, reacquired
shares, or shares acquired in the market for purposes of the Plan.


 


If any Options
or Awards granted under the Plan shall for any reason terminate, be canceled or
reacquired, or expire without having been exercised or vested in full, shares
of Stock not issued or vested in full under such Options or Awards shall be
available again for issuance under the Plan. Notwithstanding the foregoing,
shares of Stock tendered in payment of the purchase price of an Option and
shares of Stock withheld by the Corporation to satisfy any withholding tax
obligation arising in connection with an Option or Award shall not be available
again for issuance under the Plan.


 


4.             Administration
of the Plan


 


The Committee
shall have plenary authority in its discretion, but subject to the express
provisions of the Plan, to administer the Plan, including, without limitation,
the authority to determine the individuals to whom, and the time or times at
which, Options and Awards shall be granted, the number of shares of Stock to be
covered by each Option and Award, and the terms and conditions of each Option
and Award. The Committee shall also have plenary authority in its discretion to
interpret the Plan; to prescribe, amend, and rescind rules and regulations
relating to it; to determine the terms (which need not be identical) of
Agreements executed and delivered under the Plan, including, without
limitation, such terms and provisions as shall be requisite in the judgment of
the Committee to conform to any change in any law or regulation applicable
thereto; and to make any and all other determinations and take any and all
actions deemed necessary or advisable for the administration of the Plan. The
Committee’s determination on the 


 


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foregoing matters shall be conclusive and binding on all persons having
an interest in the Plan.


 


5.             Eligibility;
Factors to be Considered in Granting Options and Awards.


 


5.1           Eligibility;
Factors.  Subject
to the terms of the Plan, an Option may be granted to any person who, at the
time the Option is granted, is an employee (which term shall include officers)
of the Corporation, a Non-Employee Director, or a consultant performing
services for the Corporation. Stock Awards or Performance Share Awards may be granted
to any person who, at the time such Stock Award or Performance Share Award is
granted, is an employee (which term shall include officers) of, or consultant
performing services for, the Corporation. Non-Employee Directors shall not be
eligible to receive Stock Awards or Performance Share Awards. In determining
the employees, Non-Employee Directors, and consultants to whom Options or
Awards shall be granted, the number of shares of Stock to be covered by each
Option or Award, and the terms and conditions of each Option and Award, the
Committee shall take into account the duties and responsibilities of the
respective employees, Non-Employee Directors, and consultants, their present
and potential contributions to the success of the Corporation, and such other
factors as they shall deem relevant in connection with accomplishing the
purposes of the Plan. An employee, Non-Employee Director, or consultant who has
been granted an Option or Award may be granted and hold additional Options or
Awards if the Committee shall so determine.


 


5.2           Section 162(m) Limitation   Subject to the
provisions of Section 15 of the Plan relating to adjustments upon changes
in the shares of Stock, no employee of the Corporation shall be eligible to be
granted Options or Stock Appreciation Rights covering more than 2,000,000
shares of Stock (i.e., ten percent (10%) of the Share Reserve) during any
fiscal year of the Corporation.


 


5.3           Consultants.  A consultant shall not
be eligible for the grant of an Option or Award if, at the time of grant, a Form S-8
Registration Statement (“Form S-8”) under the Securities Act of 1933, as
amended (“Securities Act”) is not available to register either the offer or the
sale of the Corporation’s securities to such consultant because of the nature
of the services that the consultant is providing to the Corporation, or because
the consultant is not a natural person, or as otherwise provided by the rules governing
the use of Form S-8, unless the Corporation determines both (a) that
such grant (i) shall be registered in another manner under the Securities
Act (e.g., on a Form S-3 Registration Statement) or (ii) does not
require registration under the Securities Act in order to comply with the
requirements of the Securities Act, if applicable, and (b) that such grant
complies with the securities laws of all other relevant jurisdictions.


 


6.             Options


 


6.1           Grant
of Options.  Subject
to the terms of the Plan, the Committee may grant Options to such employees,
Non-Employee Directors, and consultants at such time or times and in such
amounts as it shall determine. Each Option granted hereunder shall be
designated as an Incentive Stock Option or Non-Qualified Stock Option and shall
be 


 


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evidenced by an Agreement
containing such terms and conditions as the Committee shall deem appropriate; provided, however, that Incentive Stock
Options shall be granted only to employees of the Corporation. The Committee
may, in its sole discretion, grant Non-Qualified Stock Options as Maximum Value
Options.


 


6.2           Purchase
Price.  The
purchase price of each share of Stock covered by an Option shall be not less
than one hundred percent (100%) (or one hundred and ten percent (110%) in the
case of an Incentive Stock Option granted to a Ten Percent Stockholder) of the
Fair Market Value of a share of Stock on the date the Option is granted.


 


6.3           Term.  The term of each Option
shall be for such period as the Committee shall determine, but not more than
ten (10) years (or five (5) years in the case of an Incentive Stock
Option granted to a Ten Percent Stockholder) from the date of grant thereof,
and shall be subject to earlier termination as hereinafter provided. If the
original term of any Option is less than ten (10) years (or five (5) years
in the case of an Incentive Stock Option granted to a Ten Percent Stockholder)
from the date of grant, the Option prior to its expiration may be amended, to
extend the term so that the term as amended is not more than ten (10) years
(or five (5) years in the case of an Incentive Stock Option granted to a
Ten Percent Stockholder) from the original date of grant of such Option.


 


6.4           Vesting.  An Option shall be
exercisable at such time or times and in such manner and number of shares as
the Committee shall determine. Except as provided in the Plan, no Option may be
exercised at any time unless the holder thereof is then an employee of the
Corporation, a member of the Board of Directors, or a consultant performing
services for the Corporation. Options granted under the Plan shall not be
affected by any change of duties or position so long as the holder continues to
be (a) an employee of the Corporation, (b) a member of the Board of
Directors, or (c) a consultant performing services for the Corporation.


 


6.5           Termination
of Employment or Services.  Except as otherwise determined by the
Committee and provided in the Agreement, in the event that the employment of an
employee to whom an Option has been granted under the Plan shall be terminated
or the services of a Non-Employee Director or consultant to whom an Option has
been granted under the Plan shall be terminated (other than by reason of Cause,
retirement, disability, or death), such Option may, subject to the provisions
of the Plan, be exercised, to the extent that the employee, Non-Employee
Director, or consultant was entitled to do so at the date of termination of his
or her employment or services, at any time within ninety (90) days after such
termination, but in no event after the expiration of the term of the Option.


 


6.6           Termination
of Employment or Services for Cause.  In the event that the employment of an
employee to whom an Option has been granted under the Plan shall be terminated
or the services of a Non-Employee Director or consultant to whom an Option has
been granted under the Plan shall be terminated for Cause (as such term is
defined below), such Option shall be immediately forfeited in full upon such
termination (regardless of the extent to which such Option may have been
exercisable as of such 


 


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time). For purposes of this Section 6.6
only, “Cause” shall be defined as (a) any act which is in bad faith and to
the detriment of the Corporation or (b) a material breach of any agreement
with or material obligation to the Corporation.


 


6.7           Retirement


 


(a)           Employees. 
Except as otherwise determined by the Committee and provided in the
Agreement, if an employee to whom an Option has been granted under the Plan
shall retire from the Corporation pursuant to any retirement plan provided by
the Corporation, then such Option may be exercised, to the extent that the
employee was entitled to do so at the date of such retirement, at any time (i) in
the case of an employee holding an Incentive Stock Option, within three (3) months
after the date of such retirement, but in no event after the expiration of the
term of the Option or (ii) in the case of a Non-Qualified Stock Option,
within one (1) year after the date of such retirement, but in no event
after the expiration of the term of the Option.


 


(b)           Non-Employee Directors.  Except as otherwise
determined by the Committee and provided in the Agreement, if a Non-Employee
Director to whom an Option has been granted under the Plan (i) retires
from the Board of Directors upon reaching Normal Retirement Age or (ii) resigns
or declines to stand for reelection with the approval of the Board of
Directors, then such Option may be exercised, to the extent that the
Non-Employee Director was entitled to do so at the date of such retirement,
resignation, or declining to stand for reelection, at any time within three (3) years
after the cessation of services to the Corporation following such retirement,
resignation, or declining to stand for reelection, but in no event after the
expiration of the term of the Option.


 


6.8           Disability. 
Except as otherwise determined by the Committee and provided in the
Agreement, if an employee, Non-employee Director, or consultant to whom an
Option has been granted under the Plan becomes totally and permanently
disabled, then such Option may be exercised, notwithstanding the provisions of Section 6.4,
in full without regard to the period of Continuous Service after the Option was
granted at any time (a) in the case of an Incentive Stock Option, within
three (3) months after the date of termination of employment as a result
of such disability, but in no event after the expiration of the term of the
Option, or (b) in the case of a Non-Qualified Stock Option, within one (1) year
(three (3) years in the case of a Non-Employee Director) after the date of
termination of employment or cessation of services as a result of such
disability, but in no event after the expiration of the term of the Option.


 


6.9           Death.  Except as otherwise
determined by the Committee and provided in the Agreement, if an employee,
Non-Employee Director, or consultant to whom an Option has been granted under
the Plan shall die while employed by the Corporation, serving as a member of
the Board of Directors, or engaged to perform services for the Corporation,
such Option may be exercised to the extent that the employee, 


 


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Non-Employee Director, or
consultant was entitled to do so at the date of his or her death, by his or her
executor or administrator or other person at the time entitled by law to the
employee’s, Non-Employee Director’s, or consultant’s rights under the Option,
at any time within one (1) year after his or her death, but in no event
after the expiration of the term of the Option.


 


7.             Terms and
Conditions Applicable to Options


 


7.1           Transferability.  During the lifetime of
an Optionee, an Option shall not be transferable, except pursuant to a domestic
relations order; provided, however,
that the Committee may, in its sole discretion, permit an Optionee to transfer
a Non-Qualified Stock Option by gift to (a) any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, (b) any
person sharing the Optionee’s household (other than a tenant or employee), (c) a
trust in which any of the persons specified in clauses (a) or (b) have
more than fifty percent (50%) of the beneficial interest, (d) a foundation
in which any of the persons specified in clauses (a) or (b) (or the
Optionee) control the management of assets, or (e) any other entity in
which any of the persons specified in clauses (a) or (b) (or the
Optionee) own more than fifty percent (50%) of the voting interests. After the
death of an Optionee, an Option may be transferred pursuant to the laws of
descent and distribution.


 


7.2           Method
of Exercise.  An Option may be exercised by giving written notice to
the Corporation specifying the number of shares of Stock to be purchased. No
Option may be exercised with respect to a fractional share. The purchase price
of the shares as to which an Option shall be exercised shall be paid in full at
the time of exercise at the election of the holder of an Option (a) in
cash or currency of the United States of America, (b) by tendering to the
Corporation shares of Stock owned by such holder (if necessary, Stock owned for
such period of time required to avoid a charge to earnings for financial
accounting purposes), having a Fair Market Value equal to the cash exercise
price applicable to the purchase price of the shares as to which the Option is
being exercised, (c) a combination of cash and/or previously owned shares
of Stock valued at Fair Market Value, (d) pursuant to a “same day sale”
program, (e) by means of a net exercise, or (f) by payment of such
other consideration as the Committee shall from time to time determine. For
purposes of the immediately preceding sentence, Fair Market Value shall be
determined as of the business day immediately preceding the day on which the
Option is exercised. Notwithstanding the foregoing, the Committee shall have
the right to modify, amend, or cancel the provisions of clauses (b), (c) or
(d) above at any time upon prior notice to the holders of Options.


 


7.3           Stockholder
Rights.    An
Optionee shall have none of the rights of a stockholder with respect to the
shares subject to an Option until such shares have been registered upon the
exercise of the Option on the transfer books of the Corporation in the name of
such Optionee and then only to the extent that any restrictions imposed thereon
by the Committee shall have lapsed.


 


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7.4           No
Loans.    Neither
the Corporation, any company with which it is affiliated, nor any of their
respective subsidiaries may directly or indirectly lend money to any person for
the purpose of assisting such person in acquiring or carrying shares of Stock
issued upon the exercise of an Option.


 


7.5           Conditions
Precedent to Exercise.    Notwithstanding any other
provision of the Plan, but subject to the provisions of Section 11, the
exercise of an Option following termination of employment or service shall be
subject to the satisfaction of the conditions precedent that the Optionee has
not (a) rendered services or engaged directly or indirectly in any
business which in the opinion of the Committee competes with or is in conflict
with the interests of the Corporation; provided,
however, that the ownership by an Optionee of five percent (5%) or
less of any class of securities of a publicly traded company shall not be
deemed to violate this clause or (b) violated any written agreement with
the Corporation, including, without limitation, any confidentiality agreement.
An Optionee’s violation of clause (a) or (b) of the preceding
sentence shall result in the immediate forfeiture of any Options held by such
Optionee.


 


7.6           Limitations
on the Grant of Incentive Stock Options.    The
aggregate Fair Market Value of the Stock (determined as of the date the Option
is granted) with respect to which Incentive Stock Options granted under the
Plan and all other stock option plans of the Corporation (or any parent or
subsidiary of the Corporation) are exercisable for the first time by any
specific individual during any calendar year shall not exceed one hundred
thousand dollars ($100,000), and any Option grant (or portion thereof) in
excess of that limit shall automatically be characterized as a Non-Qualified
Stock Option. No Incentive Stock Option may be granted hereunder to an
individual who immediately after such Option is granted is a Ten Percent
Stockholder unless (a) the Option price is at least one hundred and ten
percent (110%) of the fair market value of such stock on the date of grant and (b) the
Option may not be exercised more than five (5) years after the date of
grant.


 


8.             Stock Awards


 


Subject to the terms of the Plan, the Committee may grant Stock Awards
to Award Recipients at such time or times and in such amounts as it shall
determine. Shares of Stock issued pursuant to Stock Awards may, but need not,
be subject to such restrictions as may be established by the Committee at the
time of the grant and reflected in an Agreement. Stock Awards available for
grant under the Plan shall include: (a) Stock Appreciation Rights, (b) Restricted
Stock Units, and (c) Restricted Stock Bonuses.


 


8.1           Stock
Appreciation Rights.  The following terms and conditions shall
govern the grant and redemption of Stock Appreciation Rights:


 


(a)           Exercise
Price.    The
number of shares of Stock underlying each Stock Appreciation Right and the
exercise price in effect for those shares shall be determined by the Committee
in its sole discretion at the time the Stock Appreciation Right is granted. In
no event, however, shall the exercise price for each share of Stock underlying
the Stock Appreciation 


 


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Right be less than
one hundred percent (100%) of the Fair Market Value per underlying share of
Stock on the grant date.


 


(b)           Redemption.    The Stock
Appreciation Right shall cover a specified number of underlying shares of Stock
and shall be redeemable upon such terms and conditions as the Committee may
establish. Upon redemption of the Stock Appreciation Right, the holder shall be
entitled to receive a distribution from the Corporation in an amount equal to
the excess of (i) the aggregate Fair Market Value (on the redemption date)
of the shares of Stock underlying the redeemed right over (ii) the
aggregate exercise price in effect for those shares.


 


(c)           Distribution.    The
distribution with respect to any redeemed Stock Appreciation Right may be made
in shares of Stock valued at the Fair Market Value on the redemption date, in
cash, or partly in shares and partly in cash, as the Committee shall in its
sole discretion deem appropriate.


 


(d)           Stockholder
Rights.    No
recipient of an award of Stock Appreciation Rights shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock issuable in redemption of such Stock Appreciation Rights except to the
extent that the Corporation has issued the shares relating to such Stock
Appreciation Rights.


 


(e)           Non-Transferability.    Prior to the
time Stock Restrictions lapse and the Corporation has issued the shares of
Stock relating to such Stock Appreciation Rights, none of the shares of Stock
subject to an award of Stock Appreciation Rights may be sold, assigned,
bequeathed, transferred, pledged, hypothecated, or otherwise disposed of in any
way by the Award Recipient, except in the event of the death of the Award
Recipient with respect to those shares of Stock as to which the Stock
Restrictions have lapsed.


 


(f)            Lapse
of Restrictions.    In the event of the termination of
employment or other service to the Corporation of a recipient of an award of
Stock Appreciation Rights prior to the lapse of Stock Restrictions, by reason
of death, total and permanent disability, retirement, or resignation or
discharge from employment or other service to the Corporation (other than
discharge for Cause as defined in Section 6.6), the Committee may, in its
discretion, remove any Stock Restrictions on all or a portion of the Stock subject
to an award of Stock Appreciation Rights.


 


8.2           Restricted
Stock Units.    Each
Restricted Stock Unit shall be evidenced by an Agreement containing such terms
and conditions as the Committee shall deem appropriate; provided, however, each such Agreement
shall include (through 


 


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incorporation of the provisions
hereof by reference in the Agreement or otherwise) the substance of each of the
following provisions:


 


(a)           Consideration.  A Restricted Stock Unit
may be awarded in consideration for past services actually rendered to the
Corporation for its benefit.


 


(b)           Vesting.  An award of Restricted
Stock Units shall vest at such time or times as the Committee shall determine; provided, however, that an award of
Restricted Stock Units shall not fully vest (i) in less than one (1) year
from the date of grant, in the case of Restricted Stock Units subject to
performance goals, and (ii)  in less than three (3) years from the
date of grant, in the case of all other Restricted Stock Units.  Vesting shall generally be based on the Award
Recipient’s Continuous Service. Subject to the provisions of Section 8.2(h),
the shares of stock to be delivered upon vesting of Restricted Stock Units
shall be delivered as soon as practicable after vesting, but in no event later
than two and one-half (2 1⁄2) months after the end of the calendar year in which
the Restricted Stock Units vest.


 


(c)           Restrictions
on Restricted Stock Units.    Except as expressly provided
in the Plan or an Award Recipient’s Agreement, any shares of Stock subject to
an award of Restricted Stock Units with respect to which Stock Restrictions
have not been satisfied at the time of the termination of the Award Recipient’s
employment or other service to the Corporation shall be forfeited and all
rights of the recipient of such award of Restricted Stock Units shall terminate
without any payment of consideration by the Corporation.


 


(d)           Stockholder
Rights.    No
recipient of an award of Restricted Stock Units shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock deliverable with respect to such Restricted Stock Units except to the
extent that the Corporation has issued the shares of Stock relating to such Restricted
Stock Units.


 


(e)           Non-Transferability.    Prior to the
time Stock Restrictions lapse and the Corporation has issued the shares of
Stock relating to such Restricted Stock Units, none of the shares of Stock
subject to an award of Restricted Stock Units may be sold, assigned,
bequeathed, transferred, pledged, hypothecated, or otherwise disposed of in any
way by the Award Recipient, except in the event of the death of the Award
Recipient with respect to those shares of Stock as to which the Stock Restrictions
have lapsed.


 


(f)            Lapse
of Restrictions.    In the event of the termination of
employment or other service to the Corporation of a recipient of an award of
Restricted Stock Units prior to the lapse of Stock Restrictions, by 


 


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reason of death,
total and permanent disability, retirement, or resignation or discharge from
employment or other service to the Corporation (other than discharge for Cause
as defined in Section 6.6), the Committee may, in its discretion, remove
any Stock Restrictions on all or a portion of the Stock subject to an award of
Restricted Stock Units.


 


(g)           Limitations
on Restricted Stock Units.    No recipient of an award of
Restricted Stock Units may receive Restricted Stock Units representing more
than 250,000 shares of Stock during any fiscal year of the Corporation, subject
to adjustment in accordance with Section 15.


 


(h)           Deferrals.    To the
extent permitted by the Committee in the terms of his or her Agreement, an
Award Recipient may elect to defer receipt of shares of Stock otherwise
deliverable upon the vesting of an award of Restricted Stock Units, so long as
such deferral election complies with applicable law, including to the extent
applicable, Section 409A of the Code and the Employee Retirement Income
Security Act of 1974, as amended. An election to defer such delivery shall be
irrevocable and shall be made in writing on a form acceptable to the
Corporation. The election form shall be filed prior to the vesting date of such
Restricted Stock Units in a manner determined by the Committee. When the Award
Recipient vests in such Restricted Stock Units, the Award Recipient shall be
credited with a number of Restricted Stock Units equal to the number of shares
of Stock for which delivery is deferred. Restricted Stock Units shall be paid
by delivery of shares of Stock in accordance with the timing and manner of
payment elected by the Award Recipient on his or her election form, or if no
deferral election is made, as soon as administratively practicable following
the vesting of the Restricted Stock Unit as provided in Section 8.2(b).


 


8.3           Restricted
Stock Bonuses.  Each
Restricted Stock Bonus shall be evidenced by an Agreement containing such terms
and conditions as the Committee shall deem appropriate; provided, however, that each such
Agreement shall include (through incorporation of the provisions hereof by
reference in the Agreement or otherwise) the substance of each of the following
provisions:


 


(a)           Consideration.  A Restricted Stock Bonus
may be awarded in consideration for past services actually rendered to the
Corporation for its benefit.


 


(b)           Vesting.  A Restricted Stock Bonus
shall vest at such time or times as the Committee shall determine; provided, however, that a Restricted Stock
Bonus shall not fully vest in less than three (3) years from the date of
grant. Vesting shall generally be based on the Award Recipient’s Continuous
Service.


 


12

















 


(c)           Restrictions
on Restricted Stock Bonuses.  Except as expressly provided in the Plan
or an Award Recipient’s Agreement, any shares of Stock subject to a Restricted
Stock Bonus with respect to which Stock Restrictions have not been satisfied at
the time of the termination of the Award Recipient’s employment or other
service to the Corporation shall be forfeited and all rights of the recipient
of such Restricted Stock Bonus shall terminate without any payment of
consideration by the Corporation.


 


(d)           Stockholder
Rights.    The
recipient of a Restricted Stock Bonus shall be entitled to such rights of a
stockholder with respect to the shares of Stock issued pursuant to such
Restricted Stock Bonus as the Committee shall determine, including the right to
vote such shares of Stock, except that cash and stock dividends with respect to
such shares may, at the discretion of the Committee, be either paid currently
or withheld by the Corporation for the Award Recipient’s account, and interest
may be accrued on the amount of cash dividends withheld at a rate and subject
to such terms as determined by the Committee.


 


The Committee, in its discretion, may cause a legend or legends to be
placed on any certificate representing shares issued pursuant to Restricted
Stock Bonuses, which legend or legends shall make appropriate reference to the
Stock Restrictions imposed thereon. The Committee may also in its discretion
require that certificates representing shares issued pursuant to Restricted
Stock Bonuses remain in the physical custody of the Corporation or an escrow
holder until any or all of the Stock Restrictions imposed under the Plan have
lapsed.


 


(e)           Non-Transferability.  Prior to the time Stock
Restrictions lapse, none of the shares of Stock issued pursuant to a Restricted
Stock Bonus may be sold, assigned, bequeathed, transferred, pledged,
hypothecated, or otherwise disposed of in any way by the recipient of a
Restricted Stock Bonus.


 


(f)            Lapse
of Restrictions.  In the event of the termination of employment or other
service to the Corporation of a recipient of a Restricted Stock Bonus prior to
the lapse of Stock Restrictions, by reason of death, total and permanent
disability, retirement, or resignation or discharge from employment or other
service to the Corporation (other than discharge for Cause as defined in Section 6.6),
the Committee may, in its discretion, remove any Stock Restrictions on all or a
portion of the Stock subject to a Restricted Stock Bonus.


 


(g)           Limitations
on Restricted Stock Bonuses.    No recipient of a Restricted
Stock Bonus may receive Restricted Stock Bonuses representing more than 250,000
shares of Stock during any fiscal year of the Corporation, subject to
adjustment in accordance with Section 15.


 


13

















 


9.             Performance
Share Awards


 


9.1           Grant
of Performance Share Awards.  Subject to the terms of the Plan, the
Committee may grant Performance Share Awards to such employees at such time or
times and in such amounts as it shall determine. Stock issued pursuant to a
Performance Share Award shall be subject to the attainment of performance goals
relating to one or more criteria within the meaning of Section 162(m) of
the Code and the Treasury Regulations issued pursuant thereto. The performance
goals shall relate to one of the following criteria, either individually,
alternatively, or in any combination, applied to either the Corporation as a
whole or to a business unit or subsidiary, either individually, alternatively,
or in any combination, and measured either annually or cumulatively over a
period of years, on an absolute basis or relative to a pre-established target,
to previous years’ results, or to a designated comparison group, in each case
as specified by the Committee:


 


	
  ·

  	
  revenue

  	 

	
  ·

  	
  earnings per share

  	 

	
  ·

  	
  earnings before interest and taxes

  	 

	
  ·

  	
  earnings before interest, taxes, and amortization

  	 

	
  ·

  	
  income or net income

  	 

	
  ·

  	
  operating income or net operating income

  	 

	
  ·

  	
  operating margin or profit margin

  	 

	
  ·

  	
  return on invested capital

  	 

	
  ·

  	
  product release schedules

  	 

	
  ·

  	
  product ship targets

  	 

	
  ·

  	
  costs

  	 

	
  ·

  	
  market share

  
	
  ·

  	
  return on capital

  
	
  ·

  	
  cash flow or operating cash flow

  
	
  ·

  	
  return on equity or total stockholder return

  
	
  ·

  	
  stock price

  
	
  ·

  	
  operating profit or net operating profit

  
	
  ·

  	
  return on operating revenue

  
	
  ·

  	
  market segment share

  
	
  ·

  	
  new product innovation

  
	
  ·

  	
  customer satisfaction

  



 


Any such
performance goals and the period in which such goals are to be met shall be
determined by the Committee at the time of the grant and reflected in an
Agreement. Each Performance Share Award shall also be subject to such other
restrictions as the Committee may determine.


 


9.2           Delivery
of Performance Shares.  Certificates representing Performance Shares
shall be registered in the Award Recipient’s name but shall remain in the
physical custody of the Corporation until the Committee has determined that the
performance goals and other Stock Restrictions with respect to such Performance
Shares have been met.


 


9.3           Stockholder
Rights.    The
recipient of a Performance Share Award shall be entitled to such rights of a
stockholder with respect to the Performance Shares as the Committee shall
determine, including the right to vote such shares of Stock, except that cash
and stock dividends with respect to the Performance Shares may, at the
discretion of the Committee, be either paid currently or withheld by the
Corporation for the Award 


 


14

















 


Recipient’s account, and
interest may be accrued on the amount of cash dividends withheld at a rate and
subject to such terms as determined by the Committee.


 


9.4           Non-Transferability.    Prior to the
time shares of Stock issued pursuant to a Performance Share Award are delivered
to an Award Recipient, none of such shares may be sold, assigned, bequeathed,
transferred, pledged, hypothecated, or otherwise disposed of in any way by the
Award Recipient.


 


9.5           Lapse
of Restrictions.    In the event of the termination of
employment of an Award Recipient, prior to the lapse of Stock Restrictions, by
reason of death, total and permanent disability, or other discharge from
employment (other than discharge for Cause as defined in Section 6.6), the
Committee may, in its discretion, remove any Stock Restrictions on all or a
portion of a Performance Share Award, or determine the performance goals with
respect to all or a portion of a Performance Share Award to have been attained;
provided, however, that the
Committee shall not be entitled to exercise such discretion to the extent that
the ability to exercise such discretion would cause income recognized by an Award
Recipient with respect to a Performance Share Award to fail to be deductible by
the Corporation under Section 162(m) of the Code.


 


9.6           Limitations
on Performance Share Awards.    No employee may receive
Performance Share Awards representing more than 500,000 shares of Stock during
any fiscal year of the Corporation.


 


10.           Terms and
Conditions Applicable to Director Stock Awards


 


10.1         Grant of Director
Stock Awards.    As
of the one (1) month anniversary of the date of the first election to the
Board of Directors, and as of the date of each reelection to the Board of
Directors, each Non-Employee Director shall be granted a Director Stock Award.
The Committee shall determine the number of shares of Stock to be covered by
such Director Stock Award. All Director Stock Awards shall be evidenced by an
agreement containing such terms and conditions consistent with the Plan as the
Committee shall determine.


 


10.2         Vesting.    Unless the
applicable Agreement provides otherwise, each Director Stock Award shall vest
in full on the date immediately preceding the first annual meeting of
stockholders next following the date of grant; provided,
however, that, except as provided in the Plan, the recipient thereof
continues to serve as a member of the Board of Directors as of such date.


 


10.3         Forfeiture of
Director Stock Awards.    Except as provided in the
Plan, a recipient of a Director Stock Award shall forfeit any unvested shares
of Stock subject to the Director Stock Award, and all rights of the
Non-Employee Director to such unvested shares shall terminate without payment
of consideration by the Corporation, upon the termination of his or her service
as a member of the Board of Directors.


 


10.4         Stockholder Rights.    Except as
provided in Sections 10.5 and 10.7, a recipient of a Director Stock Award shall
be entitled to all rights of a stockholder with respect to the shares of Stock
issued pursuant to the Director Stock Award, including the 


 


15

















 


right to receive dividends and
to vote such shares of Stock; provided,
however, that stock dividends paid with respect to such shares shall
be restricted to the same extent as the underlying shares of Stock issued
pursuant to the Director Stock Award.


 


The Committee shall cause a legend or legends
to be placed on any certificate representing shares issued pursuant to a
Director Stock Award, which legend or legends shall make appropriate reference
to the terms of the Director Stock Award and the Plan. The Committee shall also
require that certificates representing shares issued pursuant to Director Stock
Awards remain in the physical custody of the Corporation or an escrow holder
until such shares have vested in accordance with the terms of the Plan.


 


10.5         Non-Transferability.    Prior to
vesting, none of the shares of Stock issued pursuant to a Director Stock Award
may be sold, assigned, bequeathed, transferred, pledged, hypothecated, or
otherwise disposed of in any way by the recipient thereof.


 


10.6         Termination of
Service.    If
a Non-Employee Director to whom a Director Stock Award has been granted shall
cease to serve as a director as a result of (a) his or her death, (b) retiring
from the Board of Directors upon reaching Normal Retirement Age, (c) becoming
totally and permanently disabled, or (d) resigning with the approval of
the Board of Directors, all shares subject to such Director Stock Award shall
be vested in full, notwithstanding the provisions of Section 10.2, as of
the date of termination of service.


 


10.7         Deferral Election.    A
Non-Employee Director may elect to defer receipt of any Director Stock Award by
filing the appropriate deferral form with the Corporate Secretary on or before December 31st
of the calendar year prior to the calendar year in which such Director Stock Award
is to be made. Notwithstanding the foregoing, any person elected as a
Non-Employee Director for the first time shall be permitted to make his or her
first deferral election no later than twenty (20) days after such
election. In no event, however, shall any deferral be permitted to the extent
prohibited by applicable law.


 


11.           Acceleration
Upon a Change of Control


 


Notwithstanding
any other provision of the Plan or any Option or Award granted hereunder, (a) any
Option granted hereunder and then outstanding shall become immediately
exercisable in full, (b) all Stock Restrictions shall immediately
terminate, and (c) all performance goals applicable to any Performance
Share Award shall be deemed attained (i) in the event that a tender offer
or exchange offer (other than an offer by the Corporation) for common stock of
the Corporation representing more than twenty five percent (25%) of the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of the Board of
Directors (“Voting Securities”) is made by any “person” within the meaning of Section 14(d) of
the Act and not withdrawn within ten (10) days after the commencement
thereof; provided, however, that
the Committee may by action taken prior to the end of such ten (10) day
period extend such ten (10) day period; and, provided further, that the Committee may by further action
taken prior to the end of such extended period declare (A) all Options
granted hereunder and then outstanding to be immediately exercisable in 


 


16

















 


full, (B) all Stock Restrictions to be immediately terminated, and
(C) all performance goals applicable to any Performance Share Award to be
deemed attained; or (ii) in the event of a Change in Control (as
hereinafter defined).


 


Upon a Change in Control, the Committee may
provide for the cancellation of all Options and
Stock Appreciation Rights then outstanding. 
Upon such cancellation, the Company shall make, in exchange for each
such Option or Stock Appreciation Right, a payment either in (i) cash, (ii) shares
of the successor entity, or (iii) a combination of cash or shares, at the
discretion of the Committee, and in each case as the Committee shall, in its
sole discretion determine, in an amount per share subject to such Option or
Stock Appreciation Right equal to the excess, if any, of the Fair Market Value
of a share of Company Stock as of the date of the Change in Control over the
per share exercise price of such Option or Stock Appreciation Right.


 


For purposes of this Section 11, a “Change in Control” means an
event that would be required to be reported (assuming such event has not been “previously
reported”) in response to Item 5.01(a) of the Current Report on Form 8-K,
as in effect on the effective date of the Plan, pursuant to Section 13 or
15(d) of the Act; provided, however,
that, without limitation, such a Change in Control shall be deemed to have
occurred at such time as (a) any “person” within the meaning of Section 14(d) of
the Act (other than the Corporation, a subsidiary of the Corporation, or an
employee benefit plan sponsored by any of the foregoing) becomes the “beneficial
owner” as defined in Rule 13d-3 thereunder, directly or indirectly, of
more than twenty five percent (25%) of the combined voting power of the then
outstanding Voting Securities, (b) during any two (2) year period,
individuals who constitute the Board of Directors (the “Incumbent Board”) as of
the beginning of the period cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director during such
period whose election or nomination for election by the Corporation’s
stockholders was approved by a vote of at least three-quarters (3/4) of the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Corporation in which
such person is named as a nominee for director without objection to such
nomination, other than in response to an actual or threatened Change in Control
or proxy contest) shall be, for purposes of this clause (b), considered as
though such person were a member of the Incumbent Board, or (c) the
approval by the Corporation’s stockholders of the sale of all or substantially
all of the stock or assets of the Corporation. The Committee may adopt such
procedures as to notice and exercise as may be necessary to effectuate the
acceleration of the exercisability of Options, termination of Stock
Restrictions, and attainment of performance goals as described above.


 


Following a Change in Control of Applera Corporation (determined in
accordance with the previous paragraph by substituting Applera Corporation for
the  Corporation), then (A) all
outstanding Options held by such Applera Employee or Applera Director shall be
immediately exercisable in full, (B) all Stock Restrictions shall be
immediately terminated, and (C) all performance goals applicable to any
Performance Share Award shall be deemed attained.


 


17

















 


12.           Share Withholding;
Delivery of Shares


 


With respect
to any Option or Award, the Committee may, in its discretion and subject to
such rules as the Committee may adopt, permit or require any Optionee or
Award Recipient to satisfy, in whole or in part, any withholding tax obligation
which may arise in connection with an Option or Award by electing to have or
mandating that the Corporation withhold Stock having a Fair Market Value (as of
the date the amount of withholding tax is determined) equal to the amount of
withholding tax.


 


Wherever in
this Plan or under any Agreement an Optionee or Award Recipient is permitted to
pay the exercise price of an Option or Award or taxes relating to the exercise
of an Option or Award by delivering shares of Stock, the Optionee or Award Recipient
may, subject to procedures satisfactory to the Committee, satisfy such delivery
requirement by presenting proof of beneficial ownership of such shares of
Stock, in which case the Corporation shall treat the Option or Award as
exercised without further payment and shall withhold such number of shares of
Stock from the shares of Stock acquired by the exercise of the Option or Award.


 


13.           No Right to
Continued Employment or Service


 


Nothing
contained in the Plan or in any Option or Award granted or Agreement entered
into pursuant to the Plan shall confer upon any employee the right to continue
in the employ of the Corporation, any consultant the right to continue to
perform services for the Corporation, or any Non-Employee Director the right to
continue as a member of the Board of Directors or interfere with the right of
the Corporation to terminate such employee’s employment, such consultant’s
service, or Non-Employee Director’s service at any time.


 


14.           Time of
Granting Options and Awards


 


An Option or
Award under the Plan shall be deemed to have been granted on the date set forth
in the Plan or resolutions of the Committee or Board of Directors authorizing
such grant.


 


15.           Adjustments
Upon Changes in Capitalization


 


Notwithstanding
any other provision of the Plan, in the event of changes in the outstanding
Stock by reason of stock dividends, stock splits, recapitalizations,
combinations or exchanges of shares, corporate separations or divisions
(including, but not limited to, split-ups, split-offs, or spin-offs),
reorganizations (including, but not limited to, mergers or consolidations),
liquidations, extraordinary dividends or distributions, or other similar
events, the aggregate number and class of shares available under the Plan, the
number of shares subject to Director Stock Awards, the maximum number of shares
that may be subject to Options and Awards, and the terms of any outstanding
Options or Awards (including, without limitation, the number of shares subject
to an outstanding Option or Award and the price at which shares of Stock may be
issued pursuant to an outstanding Option) and of any Stock Units shall be
equitably adjusted by the Committee.


 


18

















 


16.           Termination
and Amendment of the Plan


 


16.1         Date of Plan
Termination.    Unless
the Plan shall have been terminated as hereinafter provided, no Option or Award
shall be granted hereunder after [·].


 


16.2         Amendment of Plan.    The Board of
Directors at any time, and from time to time, may amend the Plan. However,
except as provided in Section 15 of the Plan relating to adjustments upon
changes in the outstanding Stock, no amendment shall be effective unless
approved by the stockholders of the Corporation to the extent stockholder
approval is necessary to satisfy the requirements of Section 422 of the
Code, any New York Stock Exchange, Nasdaq or other securities exchange listing
requirements, or other applicable law or regulation. Notwithstanding the
foregoing, the Board of Directors may, in its sole discretion, submit any other
amendment to the Plan for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of Section 162(m) of
the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
certain executive officers.


 


16.3         No Material
Impairment of Rights.    No termination, modification,
or amendment of the Plan may, without the consent of an Optionee or Award
Recipient, adversely affect in any material manner the rights of such Optionee
or Award Recipient under any outstanding Option or Award.


 


17.           Amendment of
Options and Awards at the Discretion of the Committee


 


The terms of
any outstanding Option or Award may be amended from time to time by the
Committee in its discretion in any manner that it deems appropriate, including,
without limitation, acceleration of the date of exercise of any Option or
Award, termination of Stock Restrictions as to any Award, or the conversion of
an Incentive Stock Option into a Non-Qualified Stock Option; provided, however, that no such amendment
shall adversely affect in any material manner any right of any Optionee or
Award Recipient under the Plan without his or her consent; and, provided further, that the Committee shall
not (a) amend any previously-issued Performance Share Award to the extent
that such amendment would cause income recognized by an Award Recipient with
respect to a Performance Share Award to fail to be deductible by the
Corporation under Section 162(m) of the Code or (b) except as
provided in Section 15 or if approved by the stockholders of the
Corporation, amend any previously-issued Option to reduce the purchase price
thereof whether by modification of the Option or by cancellation of the Option
in consideration of the immediate issuance of a replacement Option bearing a
reduced purchase price.


 


18.           Government
Regulations


 


The Plan and
the grant and exercise of Options and Awards hereunder, and the obligation of
the Corporation to issue, sell, and deliver shares, as applicable, under such
Options and Awards, shall be subject to all applicable laws, rules, and
regulations. 


 


19

















 


Notwithstanding any other provision of the Plan, transactions under the
Plan are intended to comply with the applicable exemptions under Rule 16b-3
under the Act as to persons subject to the reporting requirements of Section 16(a) of
the Act with respect to shares of Stock, and Options and Awards under the Plan
shall be fashioned and administered in a manner consistent with the conditions
applicable under Rule 16b-3.


 


19.           Covenants of
the Corporation


 


19.1         Availability of
Shares.    During
the terms of the Options and Awards, the Corporation shall keep available at
all times the number of shares of Stock required to satisfy such Options and
Awards.


 


19.2         Securities
Law Compliance.    The
Corporation shall seek to obtain from each regulatory commission or agency
having jurisdiction over the Plan such authority as may be required to grant
Options and Awards and to issue and sell shares of Stock upon exercise,
redemption, or satisfaction of the Options and Awards; provided, however, that this undertaking
shall not require the Corporation to register under the Securities Act the
Plan, any Option or Award, or any Stock issued or issuable pursuant to any such
Option or Award. If, after reasonable efforts, the Corporation is unable to
obtain from any such regulatory commission or agency the authority which
counsel for the Corporation deems necessary for the lawful issuance and sale of
Stock under the Plan, the Corporation shall be relieved from any liability for
failure to issue and sell Stock related to such Options or Awards unless and until
such authority is obtained.


 


20.           Options and
Awards in Foreign Countries


 


The Committee
shall have the authority and discretion to adopt such modifications,
procedures, and subplans as it shall deem necessary or desirable to comply with
the provisions of the laws of foreign countries in which the Corporation may
operate in order to assure the viability of the benefits of the Options and
Awards made to individuals employed in such countries and to meet the
objectives of the Plan.


 


21.           Governing
Law


 


The Plan shall
be construed, regulated, and administered under the internal laws of the State
of Delaware.


 


22.           Stockholder
Approval


 


The Plan shall
become effective if and as approved by the stockholders of the Corporation.


 


20