exv10w02



 






Exhibit 10.02




SECOND AMENDMENT TO EMPLOYMENT AGREEMENT




     This SECOND AMENDMENT (this “Amendment”) is made as of the 10th day of January,
2006 between Fisher Scientific International Inc., a Delaware corporation having its primary place
of business at Liberty Lane, Hampton, New Hampshire 03842 (the “Company”) and Paul M. Meister (the
“Executive”).



     The Company and the Executive entered into an Amended and Restated Employment Agreement as of
the 31st day of December, 2003, as amended as of August 2, 2005 (the “Employment Agreement”). The
Company and the Executive have agreed to amend the provisions of the Employment Agreement dealing
with the definition of Good Reason. Accordingly, the Employment Agreement is hereby amended, as
set forth below:



     1. Section 4(c) of the Employment Agreement is hereby amended and restated in its entirety to
read:



     (c) Good Reason. The Executive’s employment may be terminated by the
Executive for Good Reason at any time within 90 days after the Executive first
has actual knowledge of the occurrence of such Good Reason. For purposes of this
Agreement, “Good Reason” shall mean:



     (i) the assignment to the Executive of any duties inconsistent in any respect with the
Executive’s position (including status and offices), authority, duties or responsibilities as
contemplated by Section 2 of this Agreement, or any other action by the Company which results in a
diminution in such position, authority, duties or responsibilities;



     (ii) any adverse change to the Executive’s title or reporting lines or relationships,
including a change in the individual who is currently serving as the
Company’s Chief Executive
Officer;



     (iii) any failure by the Company to comply with any of the provisions of Section 3 of this
Agreement;



     (iv) the Company’s (1) requiring the Executive to be based at any office or location other
than as provided in Section 2 hereof or the Company’s requiring the Executive to travel on Company
business to a substantially greater extent than required immediately prior to the Effective Date or
(2) relocating its principal executive offices to a location more than 25 miles from their location
on January 10, 2006;



     (v) any purported termination by the Company of the Executive’s employment otherwise than as
expressly permitted by this Agreement;



     (vi) the occurrence of a Change in Control of the Company, as defined in the Company’s 2005
Equity and Incentive Plan, as in effect on January 10, 2006;



     (vii) any delivery by the Company of a Notice of Non-Extension; or



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     (viii) any failure by the Company to comply with and satisfy Section 9 of this Agreement.


For purposes of this Section 4(c), any good faith determination of “Good Reason” made by the
Executive shall be conclusive.




     2. Except as expressly provided in this Amendment, the terms and provisions of the Employment
Agreement shall remain in full force and effect.



     The Executive has hereunto set the Executive’s hand and, pursuant to the authorization from
its Board of Directors, the Company has caused this Agreement to be executed in its name on its
behalf, all as of the day and year first above written.



	 	 	 	 	 
	 	 	FISHER SCIENTIFIC INTERNATIONAL INC.
	 	 	 	 	 
	/s/ Paul M. Meister 
	 	By:	 	/s/ Kevin P. Clark
	 

	 	 	 	 
	PAUL M. MEISTER
	 	 	 	KEVIN P. CLARK







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