Exhibit 10.32


 


Celera
Corporation


Deferred
Compensation Plan


 


Effective as of July 1,
2008


 


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CELERA CORPORATION


DEFERRED COMPENSATION PLAN


 


Table of Contents


 


	
  ARTICLE 1

  	
   

  	
  Definitions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  Selection; Enrollment; Eligibility

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  Deferral Commitments; Crediting; Taxes

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  Short-Term Payout and Unforeseeable Financial Emergencies

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  Termination Benefit

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  Pre-Retirement Survivor Benefit

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
  Beneficiary Designation

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
  Leave of Absence

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
  Termination, Amendment or Modification

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  Administration

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  Other Benefits and Agreements

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  Claims Procedures

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
   

  	
  Trust

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
   

  	
  Miscellaneous

  	
   

  	
  19

  



 


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CELERA CORPORATION


DEFERRED COMPENSATION PLAN


 


Effective as of July 1, 2008


 


Purpose


 


The purpose of
the Plan is to provide specified benefits to a select group of management or
highly compensated Employees and outside directors who contribute materially to
the continued growth, development, and future business success of Celera
Corporation, a Delaware corporation, and its subsidiaries. The Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA. The Plan set
forth herein shall be effective as of July 1, 2008, for the purpose of
permitting deferrals of compensation deferred and vested after July 1,
2008 and to administer amounts deferred under the Prior Plan.


 


Prior to July 1,
2008, Celera Corporation was operated as a business unit of Applera
Corporation, became a wholly-owned subdivision of Applera Corporation and,
after its split-off from Applera Corporation, Celera Corporation became a
separate public company. In addition to providing for voluntary deferrals of
compensation for Employees and outside directors of Celera, this Plan is being
established to administer Prior Deferral Amounts derived from compensation
deferred when the Participant was an employee of Applera Corporation.


 


All amounts
previously deferred and vested under the Prior Plan prior to January 1,
2005 shall be governed by the terms of the Prior Plan as in effect on October 3,
2004 and nothing in this Plan document shall affect amounts previously deferred
and vested under the Prior Plan prior to January 1, 2005. It is intended
that all amounts deferred and vested under the Prior Plan prior to January 1,
2005 shall be considered grandfathered from the application of Section 409A.


 


ARTICLE 1

Definitions


 


For purposes
of the Plan, unless otherwise clearly apparent from the context, or defined
herein, the following phrases or terms shall have the following indicated
meanings:


 


1.1                                 “Annual Bonus” shall mean any
cash compensation, (other than Base Annual Salary), paid to a Participant as an
Employee or outside director under any Employer’s bonus and incentive plans, as
designated by the Committee, after reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all other qualified
plans or under Code Section 125 or 132(f) pursuant to plans
established by any Employer.


 


1.2                                 “Annual Deferral Amount”
shall mean that portion of a Participant’s Base Annual Salary or directors fees’
and Annual Bonus that is deferred in accordance with Article 3. In the
event of a Participant’s death, or Termination of Employment prior to the end
of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount
withheld prior to such event.


 


1.3                                 “Annual Installment Method”
shall mean the method of distributing a Participant’s Deferral Account,
calculated as follows: The first annual installment shall be


 


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determined by calculating the value of the
Deferral Account as of the close of business on the applicable date. The value
of the Deferral Account on that date shall be multiplied by a fraction, the
numerator of which is one, and the denominator of which is the number of annual
payments selected by the Participant. Each subsequent installment shall be
determined by calculating the value of the Deferral Account as of the
anniversary of such date, and multiplying this amount by a fraction, the
numerator of which is one, and the denominator of which is the number of annual
payments selected by the Participant, minus any installments previously paid.
By way of example, if the Participant elects a ten year Annual Installment
Method, the first installment shall be 1/10 of the value of the Deferral
Account on the applicable date. The following year, the installment shall be
1/9 of the value of the Deferral Account as of the anniversary of such date. For
purposes of Sections 3.2, 4.1, 5.2, and 6.2, each installment payment shall be
treated as a single payment.


 


1.4                                 “Base Annual Salary” shall
mean the annual rate of salary paid to a Participant by an Employer for
services rendered, after reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all other qualified plans under Code
Section 125, or 132(f) pursuant to plans established by any Employer;
provided, that in no event will any amount paid to a Participant under an
Employer’s long-term disability program be eligible for deferral under the
Plan.


 


1.5                                 “Beneficiary” shall mean one
or more persons, trusts, estates, or other entities, designated in accordance
with Article 7, that are entitled to receive benefits under the Plan upon
the death of a Participant.


 


1.6                                 “Board” shall mean the Board
of Directors of the Company.


 


1.7                                 A “Change in Control Event”
shall mean and shall be deemed to occur upon a Change in
Ownership, a Change in Effective Control, or a Change in Ownership of
Substantial Assets. For this purpose:


 


(a)               A “Change in
Ownership” shall mean that a person or group acquires more than
fifty percent (50%) of the aggregate fair market value or voting power of the
capital stock of the Company, including for this purpose capital stock
previously acquired by such person or group; provided, however, that a Change
in Ownership shall not be deemed to occur hereunder if, at the time of any such
acquisition, such person or group owns more than fifty percent (50%) of the
aggregate fair market value or voting power of the Company’s capital stock.


 


(b)              A “Change in
Effective Control” shall mean that (a) a person or group
acquires (or has acquired during the immediately preceding twelve (12)-month
period ending on the date of the most recent acquisition by such person or
group) ownership of the capital stock of the Company possessing thirty percent
(30%) or more of the total voting power of the Company, or (b) a majority
of the members of the Board of the Company is replaced during any twelve
(12)-month period, whether by appointment or election, without endorsement by a
majority of the members of the Board prior to the date of such appointment or
election.


 


(c)               A “Change in
Ownership of Substantial Assets” shall mean that any person or group
acquires (or has acquired during the immediately preceding twelve (12)-month


 


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period ending on the
date of the most recent acquisition) assets of the Company with an aggregate
gross fair market value of not less than forty percent (40%) of the aggregate
gross fair market value of the assets of the Company immediately prior to such
acquisition. For this purpose, gross fair market value shall mean the fair
value of the affected assets determined without regard to any liabilities
associated with such assets.


 


The Board shall
determine whether a Change in Control Event has occurred hereunder in a manner
consistent with the provisions of Section 409A and the regulations and
applicable guidance promulgated thereunder.


 


1.8                                 “Claimant” shall have the
meaning set forth in Section 12.1.


 


1.9                                 “Code” shall mean the
Internal Revenue Code of 1986, as it may be amended from time to time.


 


1.10                           “Committee” shall mean the
committee described in Article 10.


 


1.11                           “Company” shall mean Celera
Corporation, a Delaware corporation, and any successor to all or substantially
all of the Company’s assets or business.


 


1.12                           “Deferral Account” shall mean
an account to which shall be credited (i) the sum of all of a Participant’s
Annual Deferral Amounts, including Prior Deferral Amounts, plus (ii) amounts
credited in accordance with all the applicable crediting provisions of the Plan
that relate to the Participant’s Deferral Account, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to the
Plan that relate to his or her Deferral Account, and less (iv) amounts
debited in accordance with all the applicable debiting provisions of the Plan
that relate to the Participant’s Deferral Account. The Deferral Account shall
be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to the Plan.


 


1.13                           “Effective Date” shall mean July 1,
2008.


 


1.14                           “Employee” shall mean a
person who is an employee of any Employer.


 


1.15                           “Employer(s)” shall mean the
Company and/or any of its Subsidiaries (now in existence or hereafter formed or
acquired).


 


1.16                           “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as it may be amended from time
to time.


 


1.17                           “First Plan Year” shall mean
the period beginning July 1, 2008 and ending December 31, 2008.


 


1.18                           “Measurement Fund(s)” shall
have the meaning set forth in Section 3.5.


 


1.19                           “Participant” shall mean any
Employee who is selected to participate in the Plan, as well as any outside
director, who elects to participate in the Plan in the manner provided in Article 2.
A spouse or former spouse of a Participant shall not be treated as a
Participant in the Plan


 


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or
have a Deferral Account under the Plan, even if he or she has an interest in
the Participant’s benefits under the Plan as a result of applicable law or
property settlements resulting from legal separation or divorce.


 


1.20                           “Plan” shall mean the Company’s
Deferred Compensation Plan, which shall be evidenced by this instrument, as it
may be amended from time to time.


 


1.21                           “Plan Year” shall mean,
except for the First Plan Year, the period beginning on January 1 of each
calendar year and continuing through December 31 of such calendar year.


 


1.22                           “Pre-Retirement Survivor Benefit”
shall mean the benefit set forth in Article 6.


 


1.23                           “Prior Deferral Amounts”
shall mean all of a Participant’s Deferral Amounts, net of applicable credits,
distributions and debits under the Prior Plan which has been transferred to the
Plan in connection with the Company’s split-off from Applera Corporation,
effective as of June 30, 2008.


 


1.24                           “Prior Plan” shall mean the
Applera Corporation Deferred Compensation Plan.


 


1.25                           “Section 409A” shall
mean Section 409A of the Code and the Treasury regulations and applicable
guidance promulgated thereunder.


 


1.26                           “Short-Term Payout” shall
mean the payout set forth in Section 4.1.


 


1.27                           “Subsidiary” shall mean any corporation
of which more than 50 percent of the voting stock is owned, directly or
indirectly, by the Company.


 


1.28                           “Termination Benefit” shall
mean the benefit set forth in Article 5.


 


1.29                           “Termination of Employment”
shall mean the severing of employment (or service with respect to an outside
director) with all Employers, voluntarily or involuntarily, for any reason
other than death, provided, however, that a Termination of
Employment with respect to such Participant shall not occur unless and until
the Participant has incurred a “separation from service” within the meaning of Section 409A
and the applicable guidance issued thereunder. In the event of any dispute as
to whether a Participant has separated from service, the Committee shall make
the final determination in accordance with the regulations and other guidance
issued under Section 409A.


 


1.30                           “Trust” shall mean a grantor
trust established or to be established by the Company for the purpose of
accumulating funds to satisfy the obligations incurred under the Plan.


 


1.31                           “Unforeseeable Emergency”
shall mean, with respect to a Participant, an unanticipated emergency that is
caused by an event beyond the control of the Participant that would result in
severe financial hardship to the Participant resulting from: (i) an
illness or accident of the Participant, or a dependent (as defined in Code Section 152(a))
of the Participant; (ii) loss of the Participant’s property due to
casualty; or (iii) other similar extraordinary and unforeseeable


 


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circumstances
arising as a result of events beyond the control of the Participant, in each
case as permitted pursuant to Section 409A. The amount of the distribution
is limited to the amount needed to satisfy the emergency plus federal, state,
local or foreign income taxes reasonably anticipated as a result of the
distribution. Distributions shall not be allowed to the extent that the
hardship may be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant’s assets (to the extent such
liquidation would not itself cause a severe financial hardship). The Committee
shall determine, in accordance with Section 409A whether the Participant
has incurred an Unforeseeable Emergency and the amount needed to satisfy such
emergency.


 


ARTICLE 2

Selection; Enrollment; Eligibility


 


2.1                                 Selection by Committee. Participation in the Plan shall be
limited to a select group of management or highly compensated Employees of the
Employers, as determined by the Committee in its sole discretion. From that
group, the Committee shall select, in its sole discretion, Employees to
participate in the Plan.


 


2.2                                 Enrollment Requirements. Each selected Employee shall
enroll in the Plan by completing such forms and providing such data in such
manner and within such time period as the Committee in its sole discretion may
require. Such enrollment shall include the selected Employee’s acceptance of
the terms and conditions of the Plan and his or her designation of a
Beneficiary as provided in Article 7.


 


2.3                                 Eligibility; Commencement of
Participation.
Each Employee who was a Participant in the Prior Plan shall automatically be a
Participant in the Plan as of the Effective Date. Thereafter, provided an
Employee selected to participate in the Plan has met all enrollment
requirements set forth in the Plan and required by the Committee, that Employee
or any outside director shall commence participation in the Plan commencing
with the first full pay period commencing after he or she completes all
enrollment requirements and the Participant’s Deferral Election has become
irrevocable. If an Employee fails to meet all such requirements within the
required period, that Employee shall not be eligible to participate in the Plan
until the first day of the Plan Year following the completion by the Employee
of all enrollment requirements set forth in the Plan and required by the
Committee.


 


2.4                                 Termination of Participation and/or
Deferrals. A
Participant’s ability to make deferrals under the Plan shall terminate as of
the date of (i) his or her Termination of Employment, or (ii) the
occurrence of an Unforeseeable Financial Emergency with respect to such
Participant.


 


ARTICLE 3

Deferral Commitments; Crediting; Taxes


 


3.1                                 Deferral Commitments. For each Plan Year, a Participant
may elect to defer, as his or her Annual Deferral Amount, any whole percentage
of his or her Base Annual Salary or directors’ fees, and Annual Bonus (a “Deferral
Election”).


 


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3.2                                 Election to Defer.


 


(a)                        A Participant’s initial Deferral
Election shall be effective for Base Annual Salary or directors’ fees earned
after the date the Deferral Election becomes effective as determined in
accordance with Section 409A. To be effective, the initial Deferral
Election with respect to Base Annual Salary or directors’ fees must be made
prior to the Plan Year for which such Base Annual Salary is being deferred or,
if later, within 30 days after the date on which the Participant first becomes
eligible to participate in the Plan, which shall be the date on which the
Committee delivers notice to the Participant that he is eligible to participate
in the Plan. A Participant’s Deferral Election with respect to his or her Base
Annual Salary or directors’ fees shall continue in effect for each subsequent
Plan Year unless prior to the beginning of such subsequent Plan Year the
Participant terminates his or her active participation in the Plan or makes a
different Deferral Election under the Plan in the form and manner prescribed by
the Committee and, unless such Participant affirmatively elects otherwise prior
to the beginning of such subsequent Plan Year, the amounts deferred with
respect to such Plan Year shall be paid as part of the Participant’s
Termination Benefit. For purposes of this Section 3.2(a), a Participant’s
Deferral Election with respect to his or her Base Annual Salary or directors’
fees made under the Prior Plan and effective for the Plan Year which contains
the Effective Date shall continue in effect after the Effective Date.


 


(b)                       A Participant’s initial Deferral
Election shall be effective for Annual Bonus earned after the date the Deferral
Election becomes effective as determined in accordance with Section 409A. To
be effective, the Deferral Election with respect to Annual Bonus must be made
prior to the Plan Year in which the performance period for such Annual Bonus
commences. Notwithstanding the preceding sentence, if any Annual Bonus is (i) considered
“performance-based compensation” under Section 409A, (ii) based on
services performed over a period of at least 12 months, and (iii) is not
readily ascertainable at the time the election is made, then the Participant’s
Deferral Election must be made no later than six months prior to the end of the
performance period for such Annual Bonus, as the Committee may determine and
permit. A Participant’s Deferral Election with respect to his or her Annual
Bonus must be made for each Plan Year as described above. If a Participant does
not make an election as described above, he shall be deemed not to have elected
to defer Annual Bonus for such Plan Year. For purposes of this Section 3.2(b),
a Participant’s Deferral Election with respect to his or her Annual Bonus made
under the Prior Plan and effective for the Plan Year which contains the
Effective Date shall continue in effect after the Effective Date.


 


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(c)                        The Participant shall also make such
other elections as the Committee deems necessary or desirable under the
Plan.  All elections shall be made in
such form and manner as the Committee shall direct or permit.


 


3.3     Withholding
of Annual Deferral Amounts. For each Plan Year in which a Deferral Election
is in effect, the Employer shall withhold from the Participant’s Base Annual
Salary, directors’ fees and/or Annual Bonus, as the case may be, such
percentage, if any, elected by the Participant on the Election Form as his
or her Annual Deferral Amount. The Base Annual Salary portion of the Annual
Deferral Amount shall be withheld from each regularly scheduled Base Annual
Salary payroll, as adjusted from time to time for increases and decreases in
Base Annual Salary. The directors’ fees portion shall be withheld from each
regularly scheduled payment.  The Annual
Bonus portion of the Annual Deferral Amount shall be withheld at the time the
Annual Bonus would otherwise be paid to the Participant, regardless of when
payment occurs.


 


3.4     Vesting.
A Participant shall at all times be 100% vested in his or her Deferral Account.


 


3.5     Crediting/Debiting
of Account Balances. In accordance with, and subject to, the rules and
procedures that are established from time to time by the Committee in its sole
discretion, amounts shall be credited or debited to a Participant’s Deferral
Account in accordance with the following rules:


 


(a)   Investment of Annual
Deferral Amount. A Participant, in connection with his or her
initial Deferral Election in accordance with Section 3.2 above, shall
elect, in such form and manner as the Committee may direct or permit, the
percentage of his or her Annual Deferral Amount that will be deemed invested in
each Measurement Fund. An initial investment election of a Participant shall be
made as of the date the Participant commences or recommences participation in
the Plan and shall apply to his or her Annual Deferral Amount, unless changed
in accordance with the next sentence. 
The elections made by each Participant under the Prior Plan shall apply
with respect to his or her Annual Deferral Amount after the Effective Date. The
Participant may make changes to such investment elections at such times and in
such manner as the Committee may permit, and such elections shall apply to his
or her Annual Deferral Amount from and after the effective date of such
election. Any investment election timely and properly made pursuant to this Section 3.5(a) with
respect to a Participant’s Annual Deferral Amount shall remain in effect until
changed by the Participant. The Committee shall have complete discretion to
adopt and revise procedures to be followed in making investment elections.


 


(b)   Investment of Existing
Account Balances. A Participant, in connection with his or her
initial Deferral Election in accordance with Section 3.2 above, shall
elect, in such form and manner as the Committee may direct or permit, the
percentage of his or her existing Deferral Account, including prior Deferral
Amounts, that will be deemed invested in each Measurement Fund(s). The
Participant may make changes to such investment elections at such times and in
such manner as the Committee may permit, and such elections shall apply to his
or her Deferral Account from after the effective date of such election. Any
investment election timely and properly made pursuant to this Section 3.5(b) with
respect to a Participant’s Deferral Account shall remain in effect until
changed by the Participant. The Committee shall 


 


9

















 


have complete discretion to adopt and revise
procedures to be followed in making investment elections.


 


(c)   Proportionate Allocation.
In making any election described in Section 3.5(a) and (b) above,
the Participant shall specify, in any whole percentage, the percentage of his
or her Annual Deferral Amount and/or Deferral Account to be allocated to a
Measurement Fund (as if the Participant was making an investment in that
Measurement Fund with that portion of his or her Annual Deferral Amount or
Deferral Account, as the case may be). Such election shall be made on an
Election Form and/or in such form and manner as the Committee shall direct
or permit.


 


(d)   Measurement Funds.
A Participant may elect one or more of the measurement funds selected by the
Committee (the “Measurement Funds”) for the purpose of crediting additional
amounts to his or her Deferral Account. The Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund on a prospective
basis at any time and in any manner it deems appropriate.


 


(e)  Crediting or Debiting
Method. The performance of each Measurement Fund (either positive or
negative) will be determined by the Committee, in its reasonable discretion,
based on the performance of the Measurement Funds themselves. A Participant’s
Deferral Account shall be credited or debited on a daily basis based on the
performance of each Measurement Fund selected by the Participant, as determined
by the Committee in its sole discretion, as though (i) a Participant’s
Deferral Account was invested in the Measurement Fund(s) selected by the
Participant, in the percentages applicable as of the close of business on such
date and at the closing price on such date; (ii) the portion of the Annual
Deferral Amount that was actually deferred was invested in the Measurement Fund(s) selected
by the Participant, in the percentages applicable as of the close of business
on the business day on which such amounts are actually deferred from the
Participant’s Base Annual Salary, director’s fees, and/or Annual Bonus, as the
case may be, through reductions in his or her payroll, at the closing price on
such date; and (iii) any distribution made to a Participant that decreases
such Participant’s Deferral Account ceased being invested in the Measurement
Fund(s), in the percentages applicable, as of the business day prior to the
distribution, at the closing price on such date.


 


(f)    No Actual Investment.
Notwithstanding any other provision of the Plan that may be interpreted to the
contrary, the Measurement Funds are to be used for measurement purposes only,
and a Participant’s election of any such Measurement Fund, the allocation of
his or her Annual Deferral Amount and/or Deferral Account thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Deferral Account shall not be considered or construed in any
manner as an actual investment of, or as a requirement or direction to actually
invest, his or her Annual Deferral Amount or Deferral Account in any such
Measurement Fund. In the event that the Company or the trustee of the Trust, in
its own discretion, decides to invest funds in any or all of the Measurement
Funds, no Participant shall have any rights in or to such investments themselves.  Without limiting the foregoing, a Participant’s
Deferral Account shall at all times be a bookkeeping entry only and shall not
represent any investment made on his or her behalf by the Company or the
Trust.  The Participant shall at all
times remain an unsecured creditor of the Company.  If a Participant fails 


 


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to elect a
Measurement Fund, a default investment fund selected by the Committee shall be
used as the Measurement Fund, subject to a Participant’s right to change such
Measurement Fund as provided under the Plan.


 


3.6     FICA,
Other Taxes and Deductions. For each Plan Year in which a Deferral Election
is in effect with respect to a Participant, the Participant’s Employer(s) shall
withhold from that portion of the Participant’s Base Annual Salary, and/or
Annual Bonus, as the case may be, that is not being deferred, in a manner
determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on any Annual Deferral Amount, as well as the Participant’s
share of the cost of any employee benefits or other items which would otherwise
be deducted from the Participant’s pay in the absence of such deferral. If
necessary, the Committee may reduce, in a manner permitted by Section 409A,
the Annual Deferral Amount in order to pay such employment taxes, but not in
excess of the amount needed to pay such taxes. 
Deferral Elections can only be made with respect to compensation net of
all reductions described above.


 


ARTICLE 4


Short-Term Payout and
Unforeseeable Emergencies


 


4.1     Short
Term Payout.


 


(a)   In connection with each Deferral Election, a
Participant may elect to receive a distribution (a “Short-Term Payout”) on a
future date in a lump sum or pursuant to an Annual Installment Method of up to
4 years.  If a Participant elects to
receive a Short-Term Payout, but does not indicate the form of payment for such
Short-Term Payout, such Participant shall be deemed to have elected a lump sum
payment for such Short-Term Payout.  The
Short-Term Payout shall be an amount that is equal to the Annual Deferral
Amount plus amounts credited or debited in the manner provided in Section 3.5
above on such Annual Deferral Amount, determined at the time that the Short
Term Payout becomes payable.  Subject to
any discretion properly reserved to the Employer under Section 409A and
the other terms and conditions of the Plan, each Short Term Payout elected
shall be paid, or shall commence to be paid, on January 31st (or the next
succeeding date during the Plan Year on which the performance of the
Measurement Funds can be measured, but in no event later than the later of (i) the
end of such Plan Year, or (ii) 90 days after the next succeeding date
during the Plan Year on which the performance of the Measurement Funds can be
measured) of any Plan Year designated by the Participant that is at least 12
months after the first day of the Plan Year in which the Annual Deferral Amount
is actually deferred.


 


(b)   Notwithstanding anything to the contrary
contained in Section 4.1(a) or this Plan, a Participant may elect to
change the form of payment of a future Short-Term Payout from the Plan by
making a new election, in such form and manner as the Committee shall direct or
permit, at least 12 months prior to the first day of the Plan Year in which
such Short-Term Payout would have otherwise been paid.  Each Participant shall be limited to a
maximum of two changes in the form of payment of any Short-Term Payout pursuant
to this Section 4.1(b) and with respect to any such change the Annual
Deferral Amount subject to the Short-Term Payout will not be paid or commence
earlier than five years after the date the Short-Term Payout was to be paid
under the initial Deferral Election except in the case of an Unforeseeable
Financial Emergency.


 


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4.2     Other
Benefits Take Precedence Over Short-Term Payout.  Notwithstanding Section 4.1, in the
event of the Participant’s Termination of Employment, any Annual Deferral
Amount, plus amounts credited or debited thereon, that is subject to a Short
Term Payout election under Section 4.1 shall not be paid in accordance
with Section 4.1 but instead shall be paid in accordance with Article 5.


 


4.3     Unforeseeable
Financial Emergency.  If the
Participant experiences an Unforeseeable Financial Emergency, the Participant
may petition the Committee to receive a payout from the Plan.  The payout shall not exceed the lesser of the
Participant’s Deferral Account, calculated on the date of payment, or the amount
reasonably needed to satisfy the Unforeseeable Financial Emergency plus taxes
reasonably anticipated as a result of the payout.  However, no payout will be allowed under this
Section 4.3 to the extent that the Unforeseeable Financial Emergency may
be relieved through reimbursement or compensation by insurance or otherwise, or
by liquidation of the Participant’s assets (to the extent such liquidation
would not itself cause a severe financial hardship).  If, subject to the sole discretion of the
Committee, the petition for a payout is approved the payout shall be paid in a
lump sum, within 20 business days following the date of approval.


 


ARTICLE 5


Termination Benefit


 


5.1     Termination
Benefit. A Participant who has a Termination of Employment shall receive an
amount equal to his or her Deferral Account, determined as of the date such
amount becomes payable (the “Termination Benefit”).


 


5.2     Payment
of Termination Benefit. A Participant, in connection with his or her
commencement of participation in the Plan, shall elect to receive the
Termination Benefit in a lump sum or pursuant to an Annual Installment Method
of 5, 10, or 15 years. The Participant may change his or her election by making
a new election in the form and manner specified by the Committee, provided
that:  (i) any such election shall
be made at least 12 months prior to the Participant’s Termination of
Employment, and (ii) if such an election change is made, distribution of
the Participant’s Termination Benefit shall not be made or commence earlier than
five years after the date such amount would have otherwise become payable
pursuant to this Section 5.2.  If
the Participant has elected to receive the Termination Benefit pursuant to an
Annual Installment Method, such installment payments shall include any amounts
credited or debited to his or her Deferral Account in the manner provided in Section 3.5
above.  The election most recently
accepted by the Committee shall govern the payout of the Termination
Benefit.  If a Participant does not make
any election with respect to the payment of the Termination Benefit, then such
benefit shall be payable in a lump sum. 
Each Participant shall be limited to a maximum of two changes in the
form of payment of his Termination Benefit pursuant to this Section 5.2.


 


5.3     Commencement
of Payment.  Subject to any
discretion properly reserved to the Employer under Section 409A, the
Termination Benefit payable to a Participant under this Section 5 shall be
paid or commence on the date that is six months after the Participant’s
Termination of Employment.


 


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5.4     Death
Prior to Completion of Termination Benefit. If a Participant dies after
Termination of Employment but before the Termination Benefit is paid in full,
the Participant’s unpaid Termination Benefit payments shall continue and shall
be paid to the Participant’s Beneficiary over the remaining number of years and
in the same amounts and times as that benefit would have been paid to the
Participant had the Participant survived.


 


ARTICLE 6


Pre-Retirement
Survivor Benefit


 


6.1     Pre-Retirement
Survivor Benefit. If a Participant dies before he or she experiences a
Termination of Employment, the Participant’s Beneficiary shall receive an
amount equal to the Participant’s Deferral Account, determined as of the date
such amount becomes payable (rather than the date of the Participant’s death)
(the “Pre-Retirement Survivor Benefit”).


 


6.2     Payment
of Pre-Retirement Survivor Benefit. A Participant, in connection with his
or her commencement of participation in the Plan, shall elect to have the
Pre-Retirement Survivor Benefit paid to his or her Beneficiary in a lump sum or
pursuant to an Annual Installment Method of 5, 10, or 15 years.  The Participant may annually change this
election by making a new election in the form and manner specified by the
Committee, provided that any such election shall be made at least 12 months
prior to the Participant’s death.  If the
Participant has elected to receive the Pre-Retirement Survivor Benefit pursuant
to an Annual Installment Method, such installment payments shall include any
amounts credited or debited to his or her Deferral Account in the manner
provided in Section 3.5 above.  The
election most recently accepted by the Committee prior to the Participant’s
death shall govern the payout of the Participant’s Pre-Retirement Survivor
Benefit.  If a Participant does not make
any election with respect to the payment of the Pre-Retirement Survivor
Benefit, then such benefit shall be paid in a lump sum.  Subject to any discretion properly reserved
to the Employer under Section 409A, payment of the Pre-Retirement Survivor
Benefit shall be made or commence as of the 20th business day following the
date on which the Committee is provided with proof that is satisfactory to the
Committee, in its sole discretion, of the Participant’s death, but in no event
later than the later of (i) the end of the calendar year in which the
Participant’s death occurs, or (ii) 90 days after the Participant’s death.


 


ARTICLE 7

Beneficiary Designation


 


7.1     Beneficiary.
Each Participant shall have the right, at any time, to designate his or her
Beneficiary(ies) (both primary as well as contingent) to receive any benefits
payable under the Plan upon his or her death. The Beneficiary designated under
the Plan may be the same as or different from the Beneficiary designation under
any other plan of an Employer in which the Participant participates.


 


7.2     Beneficiary
Designation; Change; Spousal Consent. A Participant shall designate his or
her Beneficiary in the form and manner specified by the Committee. A
Participant shall have the right to change his or her Beneficiary by complying
with the terms of the Committee’s rules and procedures, as in effect from
time to time. If a married Participant names someone other than his or her
spouse as a Beneficiary, a spousal consent, in the form designated by 


 


13

















 


the Committee, must be signed
by that Participant’s spouse and returned to the Committee. Upon the acceptance
by the Committee of a new Beneficiary designation, all Beneficiary designations
previously made shall be canceled. The Committee shall be entitled to rely on
the last Beneficiary designation made by the Participant and accepted by the
Committee prior to his or her death.


 


7.3     Acknowledgment.
No designation or change in designation of a Beneficiary shall be effective
until received and acknowledged in writing by the Committee or its designated
agent.


 


7.4     No
Beneficiary Designation. If a Participant fails to designate a Beneficiary
as provided in Sections 7.1 and 7.2 above, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant’s benefits under the Plan, then the Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under the Plan to
be paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant’s estate.


 


7.5     Doubt
as to Beneficiary. To the extent permitted by Section 409A, if the
Committee has any doubt as to the proper Beneficiary to receive payments
pursuant to the Plan, the Committee shall have the right, exercisable in its
discretion, to cause the Participant’s Employer to withhold such payments until
this matter is resolved to the Committee’s satisfaction.


 


7.6     Discharge
of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Committee from all
further obligations under the Plan with respect to the Participant, and that
Participant’s rights under the Plan shall terminate upon such full payment of
benefits.


 


ARTICLE 8

Leave of Absence


 


8.1     Paid
Leave of Absence. If a Participant is authorized by the Participant’s
Employer for any reason to take a paid leave of absence from the employment of
the Employer, the Participant shall continue to be considered employed by the
Employer and the Annual Deferral Amount shall continue to be withheld during
such paid leave of absence in accordance with Section 3.3.


 


8.2     Unpaid
Leave of Absence. If a Participant is authorized by the Participant’s
Employer for any reason to take an unpaid leave of absence from the employment
of the Employer, the Participant shall continue to be considered employed by
the Employer, but the Participant’s deferrals shall cease until the earlier of
the date the leave of absence expires or the Participant returns to paid
employment status. Upon such expiration or return, deferrals shall resume for
the remaining portion of the Plan Year in which the expiration or return
occurs, based on the deferral election, if any, made for that Plan Year.


 


8.3     Separation
From Service Pursuant to Section 409A. 
Notwithstanding any provision of the Plan (or this Article 8) to
the contrary, whether a Participant has experienced a “separation from service”
(which will trigger payment or commencement of payment of his 


 


14

















 


Deferral Account), as
distinguished from a leave of absence, shall be determined by the Committee in
accordance with Treasury Regulations Section 409A-1(h).


 


ARTICLE 9

Termination, Amendment or Modification


 


9.1     Termination.
Although the Company anticipates that it will continue the Plan for an
indefinite period of time, there is no guarantee that the Company will continue
the Plan or will not terminate the Plan at any time in the future. Accordingly,
the Company reserves the right to terminate the Plan at any time by action of
the Board. The Board may take action to provide for the acceleration of the
time and form of a payment, or a payment hereunder, where the acceleration of
the payment is made pursuant to a termination and liquidation of the Plan in accordance
with one of the following:


 


(a)   The termination and liquidation of the Plan
pursuant to an irrevocable action taken within the thirty (30) days preceding
or the twelve (12) months following a Change in Control Event, provided that
all agreements, methods, programs, and other arrangements sponsored by the
Company or a participating affiliate immediately after such change in control
event with respect to which deferrals of compensation that, together with the
Plan, are treated as a single plan for purposes of Treasury Regulation Section 1.409A-1(c)(2) (the
“Aggregated Plans”) are terminated and liquidated with respect to each
Participant that experienced the Change in Control Event, so that under the
terms of the termination and liquidation all such Participants are required to
receive all amounts of compensation deferred under the terminated Aggregated
Plans, within twelve (12) months of the date of the irrevocable action taken to
terminate and liquidate such Aggregated Plans.


 


(b)   The termination and liquidation of the Plan
within twelve (12) months of a corporate dissolution of the Company that is
taxed under Code Section 331, or approved by a bankruptcy court pursuant
to 11 U.S.C. Section  503(b)(1)(A), provided that the amounts deferred
under the Plan are included in the Participants’ gross income in the latest of
the following years (or, if earlier, the taxable year in which the amount is
actually or constructively received):


 


(i)            The calendar year in which Plan
termination and liquidation occurs;


 


(ii)           The first calendar year in which the
amount is no longer subject to a substantial risk of forfeiture; or


 


(iii)          The first calendar year in which the
payment is administratively practicable.


 


(c)   The termination and liquidation of the Plan,
where:


 


(i)            Such termination and liquidation
does not occur proximate to a downturn in the financial health of the Company
or an affiliate, as applicable;


 


15

















 


(ii)   To the extent the same Participant had
deferrals thereunder, all Aggregated Plans are likewise terminated and
liquidated;


 


(iii)  No payments in liquidation of the Plan are
made within twelve (12) months of the date the irrevocable action is taken to
terminate and liquidate the Plan, other than payments that would be payable
under the terms of the Plan if the action to terminate and liquidate the Plan
had not occurred;


 


(iv)  All payments are made within twenty-four (24)
months of the date the irrevocable action is taken to terminate and liquidate
the Plan; and


 


(v)   The Company or its affiliate, as applicable,
does not adopt a new plan that would be aggregated with the Plan if the
Participant participated in both plans, at any time within three years
following the date the irrevocable action is taken to terminate and liquidate
the Plan.


 


(d)   Any other termination and liquidation event
that is permissible under Section 409A.


 


9.2     Amendment.  The Company may, at any time, amend or modify
the Plan in whole or in part; provided, however, that no amendment or
modification shall, without the consent of each Participant affected thereby, (i) decrease
or restrict the value of a Participant’s Deferral Account in existence at the
time the amendment or modification is made, calculated as if the Participant
had experienced a Termination of Employment as of the effective date of the
amendment or modification, or (ii) modify this Section 9.2.  The amendment or modification of the Plan
shall not affect any Participant or Beneficiary who has become entitled to the
payment of benefits under the Plan as of the date of the amendment or
modification.


 


9.3     Committee
and Amendment of Plan. 
Notwithstanding Section 9.2 above, the Committee shall be
authorized to amend the Plan without the approval of the Board.  However, the Committee shall not have the
authority to amend the Plan if such amendment shall have a financial impact to
the Company of one million dollars or more.


 


9.4     Effect
of Payment. The full payment of the applicable benefit under Articles 4, 5,
or 6 of the Plan shall completely discharge all obligations to a Participant
and his or her designated Beneficiaries under the Plan and the Participant’s
rights under the Plan shall terminate.


 


ARTICLE 10

Administration


 


10.1  Committee
Duties. The Plan shall be administered by a Committee which shall be
appointed by the Board of Directors. 
Members of the Committee may be Participants under the Plan.  The Committee shall also have the absolute
discretion and authority to (a) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of the Plan and (b) decide
or resolve any and all questions, including interpretations of the Plan, as may
arise in connection with the Plan.  Any
individual serving on the Committee who is a Participant shall not 


 


16

















 


vote or act on any matter
relating solely to himself or herself. 
When making a determination or calculation, the Committee shall be
entitled to rely on information furnished by a Participant or the Company.


 


10.2   Agents.
In the administration of the Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and may from time to
time consult with counsel who may be counsel to the Employer.


 


10.3   Binding
Effect of Decisions. The decision or action of the Committee with respect
to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in the Plan.


 


10.4   Indemnity
of Committee. The Company shall indemnify and hold harmless the members of
the Committee and any Employee to whom the duties of the Committee may be
delegated against any and all claims, losses, damages, expenses, or liabilities
arising from any action or failure to act with respect to the Plan, except in
the case of willful misconduct by the Committee or any of its members or any
such Employee.


 


10.5   Employer
Information. To enable the Committee to perform its functions, the Company
shall supply full and timely information to the Committee on all matters
relating to the compensation of its Participants, the date and circumstances of
the death, or Termination of Employment of its Participants, and such other
pertinent information as the Committee may reasonably require.


 


ARTICLE 11

Other Benefits and Agreements


 


11.1   Coordination
with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer. The Plan shall supplement and shall not supersede,
modify, or amend any other such plan or program except as may otherwise be
expressly provided.


 


ARTICLE 12

Claims Procedures


 


12.1   Presentation
of Claim. Any application for benefits, inquiries about the Plan or
inquiries about present or future rights under the Plan must be submitted to
the Committee in writing by the Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a “Claimant”).


 


12.2   Notification
of Decision. The Committee shall consider a Claimant’s claim within ninety
(90) days after the Committee receives the claim, unless special circumstances
require an extension of time, in which case the Committee has up to an
additional ninety (90) days for processing the claim.  If an extension of time for processing is
required, written or electronic notice 


 


17

















 


of the extension shall be
furnished to the applicant before the end of the initial ninety (90)-day period
describing the special circumstances necessitating the additional time and the
date by which the Committee is to render its decision.  The Committee shall notify the Claimant in
writing:


 


(a)   that the Claimant’s requested determination
has been made, and that the claim has been allowed in full; or


 


(b)   that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant’s requested determination, and
such notice must set forth in a manner calculated to be understood by the
Claimant:


 


(i)    the specific reason(s) for the denial
of the claim, or any part of it;


 


(ii)   specific reference(s) to pertinent
provisions of the Plan upon which such denial was based;


 


(iii)  a description of any additional material or
information necessary for the Claimant to perfect the claim, and an explanation
of why such material or information is necessary; and


 


(iv)  an explanation of the claim review procedure
set forth in Section 12.3 below.


 


12.3   Review
of a Denied Claim. Within 60 days after receiving a notice from the Committee
that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the Committee a written request
for a review of the denial of the claim, which request shall set forth all of
the grounds on which such request is based, all facts in support of the request
and any other matters that the Claimant believes are pertinent. Thereafter, the
Committee shall give the Claimant (or the Claimant’s duly authorized
representative), a reasonable opportunity for a full and fair review of the
claim and adverse benefit determination including:


 


(a)   the opportunity to receive, upon request and
free of charge, copies of all documents, records and other information relevant
to the Claimant’s claim for benefits;


 


(b)   the opportunity to submit written comments,
other documents or information; and


 


(c)   a review that takes into account all
comments, documents, records, and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.


 


12.4   Decision
on Review. The Committee shall render its decision on review promptly, and
not later than 60 days after the filing of a written request for review of the
denial, unless a hearing is held or other special circumstances require
additional time, in which case the Committee’s decision must be rendered within
120 days after such date. Such decision must be written in a manner calculated
to be understood by the Claimant, and it must contain:


 


18














 


(a)   specific reasons for the decision;


 


(b)   specific reference(s) to the pertinent
Plan provisions upon which the decision was based;


 


(c)   a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary, and


 


(d)   a description of the Plan’s review procedures
and the time limits applicable to such procedures, including a statement of the
claimant’s right to bring a civil action under Section 502(a) of
ERISA following an adverse benefit determination on review.


 


12.5   Legal
Action. A Claimant’s compliance with the foregoing provisions of this Article 12
is a mandatory prerequisite to a Claimant’s right to commence any legal action
with respect to any claim under the Plan.


 


ARTICLE 13

Trust


 


13.1   Establishment
of the Trust. The Company shall establish the Trust, and each Employer may
transfer over to the Trust such assets as the Employer determines, in its sole
discretion, are necessary to provide, on a present value basis, for its
respective future liabilities created with respect to the Annual Deferral
Amounts.


 


13.2   Interrelationship
of the Plan and the Trust. The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions
pursuant to the Plan.  The provisions of
the Trust shall govern the rights of the Employers, Participants, and the
creditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remain
liable to carry out its obligations under the Plan.


 


13.3   Distributions
From the Trust. Each Employer’s obligations under the Plan may be satisfied
with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer’s obligations under the Plan.


 


ARTICLE 14

Miscellaneous


 


14.1   Status
of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of ERISA Sections 201(2), 301(a)(3), and 401(a)(1).  The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent.


 


14.2   Unsecured
General Creditor. Participants and their Beneficiaries, heirs, successors,
and assigns shall have no legal or equitable rights, interests, or claims in
any property or 


 


19

















 


assets of an Employer.  For purposes of the payment of benefits under
the Plan, any and all of an Employer’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Employer.  An Employer’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.


 


14.3   Employer’s
Liability. This Plan supersedes and shall be in lieu of all prior plans,
arrangements, or understandings regarding the benefits provided by the Plan,
whether written or oral.


 


14.4   Nonassignability.
Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber,
transfer, hypothecate, alienate, or convey in advance of actual receipt, the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are expressly declared to be, unassignable and
non-transferable.  No part of the amounts
payable shall, prior to actual payment, be subject to seizure, attachment,
garnishment, or sequestration for the payment of any debts, judgments, alimony,
or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency, or be transferable to a spouse as a result
of a property settlement or otherwise.


 


14.5   Not
a Contract of Employment. The terms and conditions of the Plan shall not be
deemed to constitute a contract of employment between any Employer and a
Participant. Such employment is hereby acknowledged to be an “at will”
employment relationship that can be terminated at any time for any reason, or
no reason, with or without cause, and with or without notice, except as
otherwise expressly provided in a written employment agreement.  Nothing in the Plan shall be deemed to give a
Participant the right to be retained in the service of any Employer as an
Employee or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.


 


14.6   Furnishing
Information. A Participant or his or her Beneficiary shall cooperate with
the Committee by furnishing any and all information requested by the Committee
and take such other actions as may be requested in order to facilitate the
administration of the Plan and the payments of benefits hereunder, including
but not limited to taking such physical examinations as the Committee may deem
necessary.


 


14.7   Terms.
Whenever any words are used herein in the masculine, they shall be construed as
though they were in the feminine in all cases where they would so apply; and
whenever any words are used herein in the singular or in the plural, they shall
be construed as though they were used in the plural or the singular, as the
case may be, in all cases where they would so apply.


 


14.8   Captions.
The captions of the articles, sections, and paragraphs of the Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.


 


14.9   Governing
Law. The provisions of the Plan shall be construed and interpreted
according to the internal laws of the State of Delaware without regard to its
conflicts of laws principles.


 


20

















 


14.10 Notice.
Any notice or filing required or permitted to be given to the Committee under
the Plan shall be sufficient if in writing and hand-delivered, or sent by
registered or certified mail, to the address below:


 


Celera Corporation


1401 Harbor Bay Parkway


Alameda, California 94502


Attn:  Vice President,  Site & Human Resources Services


 


Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.


 


Any notice or filing required or permitted to be given to a Participant
under the Plan shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Participant.


 


14.11 Successors.
The provisions of the Plan shall bind and inure to the benefit of the
Participant’s Employer and its successors and assigns and the Participant and
the Participant’s designated Beneficiaries.


 


14.12 Spouse’s
Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the
Participant and, except as otherwise provided in Section 14.15, shall not
be transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall such interest pass under the laws of intestate
succession.


 


14.13 Validity.
In case any provision of the Plan shall be determined to be illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
parts hereof, but the Plan shall be construed and enforced as if such illegal
or invalid provision had never been inserted herein.


 


14.14 Incompetency.
If the Committee determines in its discretion that a benefit under the Plan is
to be paid to a minor, a person declared incompetent, or to a person incapable
of handling the disposition of that person’s property, the Committee may direct
payment of such benefit to the guardian, legal representative, or person having
the care and custody of such minor, incompetent, or incapable person.  The Committee may require proof of minority,
incompetence, incapacity, or guardianship, as it may deem appropriate, prior to
distribution of the benefit. Any payment of a benefit shall be a payment for
the account of the Participant and the Participant’s Beneficiary, as the case
may be, and shall be a complete discharge of any liability under the Plan for
such payment amount.


 


14.15 Distribution
in the Event of Taxation.   If any
portion of a Participant’s Deferral Account becomes subject to federal income
tax as a result of a failure to comply with Section 409A prior to the time
such Deferral Account would otherwise be distributed in accordance with Section 4,
5 or 6, the Employer may permit a distribution of a portion of such Deferral
Account not to exceed the amount required to be included in income as a result
of a failure to comply with Section 409A.  
If any portion of a Participant’s Deferral Account becomes subject to
state, local or foreign tax obligations arising from participation in the Plan
that apply to amounts 


 


21

















 


deferred under the Plan before
the amount is paid under Section 4, 5 or 6, the Employer may permit a
distribution of a portion of such Deferral Account not to exceed the amount of
such taxes due as a result of participation in the Plan.


 


14.16 Insurance.
The Employers, on their own behalf or on behalf of the trustee of the Trust,
may, in their sole discretion, apply for and procure insurance on the life of a
Participant, in such amounts and in such forms as the Employer may choose. The
Employers or the trustee of the Trust, as the case may be, shall be the sole
owner and beneficiary of any such insurance. The Participant shall have no
interest whatsoever in any such policy or policies, and at the request of the
Employers shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to whom the Employers have applied for insurance.


 


14.17 Legal
Fees To Enforce Rights After Change in Control.  The Company and each Employer is aware that
upon the occurrence of a Change in Control, the Board or the board of directors
of a Participant’s Employer (which might then be composed of new members) or a
shareholder of the Company or the Participant’s Employer, or of any successor
corporation might then cause or attempt to cause the Company, the Participant’s
Employer, or such successor to refuse to comply with its obligations under the
Plan and might cause or attempt to cause the Company or the Participant’s
Employer to institute, or may institute, litigation seeking to deny
Participants the benefits intended under the Plan.  In these circumstances, the purpose of the
Plan could be frustrated.  Accordingly,
if, following a Change in Control, it should appear to any Participant that the
Company, the Participant’s Employer, or any successor corporation has failed to
comply with any of its obligations under the Plan or any agreement thereunder
or, if the Company, such Employer, or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or other
legal action designed to deny, diminish, or to recover from any Participant the
benefits intended to be provided, then to the extent permitted by Section 409A,
the Company and the Participant’s Employer irrevocably authorize such
Participant to retain counsel of his or her choice at the expense of the
Company and the Participant’s Employer (who shall be jointly and severally
liable) to represent such Participant in connection with the initiation or
defense of any litigation or other legal action, whether by or against the
Company, the Participant’s Employer or any director, officer, shareholder, or
other person affiliated with the Company, the Participant’s Employer or any
successor thereto in any jurisdiction. 
Any payments provided for in this Section 14.17 shall be structured
to comply with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv).


 


14.18 Action
by an Employer. Any action required or permitted of an Employer under the
Plan shall be by resolution of its board of directors or a duly authorized
committee of its Board of Directors, or by a person or persons authorized by
resolution of its Board of Directors or such committee.


 


14.19 Tax
Withholding. The Participant’s Employer(s) or the trustee of the Trust
shall withhold, in such manner as determined by the Employer or the trustee (as
the case may be) in its sole discretion, from any payments made to a
Participant under the Plan such amount or amounts as may be required to comply
with all federal, state, and local income, employment, and other withholding
obligations.


 


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14.20 Effect
on Other Employee Benefit Plans. Any benefit paid or payable under this
Plan shall not be included in a Participant’s compensation for purposes of
computing benefits under any employee benefit plan maintained or contributed to
by an Employer except as may otherwise be required under the terms of such
employee benefit plan.


 


14.21 Compliance
with Section 409A.  The Plan and
the benefits provided hereunder are intended to comply with Section 409A
and the regulations and guidance issued thereunder to the extent applicable
thereto.  Notwithstanding any provision
of the Plan to the contrary, the Plan shall be interpreted and construed
consistent with this intent.  Although
the Company intends to administer the Plan so that it will comply with, the
requirements of Section 409A, the Company, does not represent or warrant
that the Plan will comply with Section 409A or any other provision of
federal, state, local, or non-United States law.  Neither the Company, its subsidiaries, nor
their respective directors, officers, employees or advisers shall be liable to
any Participant (or any other individual claiming a benefit through the
Participant) for any tax, interest, or penalties the Participant might owe as a
result of participation in the Plan.


 


14.22 Permissible
Accelerations of Payment.  To the
extent not otherwise specifically addressed in this Plan, the Company reserves
the right, exercisable in its sole discretion, to accelerate payments under
this Plan to the extent permitted by, and in accordance with, Treas. Reg.
§1.409A-3(j)(4).


 


14.23 Limited
Cashout.  If, upon a Participant’s
Termination of Employment or death, such Participant’s Deferral Account balance
is less then the applicable dollar amount under Code Section 402(g)(1)(B),
then notwithstanding any prior election to the contrary, the Participant or the
Participant’s Beneficiary, as the case may be, shall be paid his or her entire
Deferral Account balance in a single lump sum payment; provided, that such
payment results in the termination and liquidation of the entirety of such
Participant’s interest under the Plan, including all agreements, methods,
programs or other arrangements which would be aggregated with the Plan under
Treas. Reg. §1.409A-1(c)(2).


 


14.24 The
information contained herein has been provided by Celera Corporation and is the
sole responsibility of Celera Corporation.


 


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