exv10w1







Exhibit 10.1




THERMO FISHER SCIENTIFIC INC.




AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE POLICY


This AMENDMENT NO. 1 (the “Amendment”) to the Executive Severance Policy dated January 1, 2009 (the
“Policy”) of Thermo Fisher Scientific Inc. (the “Company”) is made as of February 25, 2010.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Policy.




     WHEREAS, the Company designed the Policy to provide separation pay and benefits to certain
eligible Executives of the Company whose employment is involuntarily terminated without Cause;



     WHEREAS, the Company desires to amend the Policy to reflect compliance with the requirements
of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”);



     NOW, THEREFORE, in consideration for the mutual promises contained herein, the Policy is
amended as follows.




	1.	 	The following new Section 2.4 is hereby added immediately following Section 2.3:






     “2.4. “Covered Employee” means an Executive who has been designated by the
Company’s Board of Directors as an executive officer of the Company.”




	2.	 	Sections 2.4, 2.5, 2.6, and 2.7 are hereby renumbered as Sections 2.5, 2.6, 2.7, and 2.8,
respectively.
	 
	3.	 	Section 4.1(a)(i) of the Policy is hereby amended and restated in its entirety as follows:






     “(i) the Company shall pay to the Executive the aggregate of the following amounts:




          (A) the sum of (x) the Executive’s base salary through the date of termination and (y)
the amount of any accrued vacation pay, both to the extent not previously paid, to be paid in
a lump sum within 30 days after the date of termination;




          (B) in the case of a Covered Employee, his or her Pro Rata Bonus. A Covered Employee’s
Pro Rata Bonus shall be the product of (x) the target bonus amount that would have been
payable to such Covered Employee for the year (or other award period) in which the date of
termination occurs had the Covered Employee remained employed through the completion of the
year (or other award period) and (y) a fraction, the numerator of which is the number of days
in the current fiscal year (or award period) through the date of termination, and the
denominator of which is 365 (or total duration of the applicable award period), to be paid no
later than the date bonus amounts are paid to similarly situated Executives, provided, that a
Pro Rata Bonus shall be payable only if the applicable Performance Goals established pursuant
to Section V.A of the Company’s 2008 Annual Incentive Award Plan (or similar provision of
any applicable shareholder-approved successor plan) with respect to such bonus are achieved;
and



 









 






          (C) the Executive’s Severance Multiplier times (x) the Executive’s annual base salary as
in effect immediately prior to the date of termination and (y) the Executive’s target bonus
for the year in which termination occurs, in each case to be paid in a lump sum within
30 days after the date of termination; and”




	4.	 	Except as expressly modified herein, the Policy shall remain in full force and effect.
	 
	5.	 	This Amendment may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall be one and the same document.





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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto
as of the day and year first above written.



	 	 	 	 	 
	 	THERMO FISHER SCIENTIFIC INC.

 	 
	 	By:  	 /s/
Seth H. Hoogasian	 
	 	 	Name: 	Seth H. Hoogasian	 
	 	 	Title: 	Senior Vice President, General
Counsel
and Secretary	 



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