exv10w2







Exhibit 10.2




	 	 	 	 	 



THERMO FISHER SCIENTIFIC INC.




AMENDMENT NO. 1 TO 

2009 RESTATEMENT OF EXECUTIVE SEVERANCE AGREEMENT


This AMENDMENT NO. 1 (the “Amendment”) to the 2009 Restatement of Executive Severance Agreement
dated November 19, 2003 and amended on November 9, 2006, November 21, 2008 and November 21, 2009
(the “Agreement”) by and between Thermo Fisher Scientific Inc. (the “Company”) and Marc N. Casper
(the “Executive”) 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 Agreement.





     WHEREAS, the Company and the Executive entered into the Agreement to provide separation pay
and benefits to the Executive in the event the Executive’s employment with the Company is
terminated under certain circumstances;



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



     NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereby
agree as follows.




	1.	 	Section 3.1(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:






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




          (1) the sum of (A) the Executive’s base salary through the date of termination, to be
paid in a lump sum within 30 days after the date of termination, (B) the product of (x) the
annual bonus paid or payable (including any bonus or portion thereof which has been earned
but deferred) for the most recently completed fiscal 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, however, that such 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) for the fiscal year (or other award period) in which the termination occurs
are achieved, and (C) the amount of any accrued vacation pay, to the extent not previously
paid, to be paid in a lump sum within 30 days after the date of termination (the sum of the
amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the
“Accrued Obligations”); and




          (2) the sum of (A) two (2) times the Executive’s annual base salary and target bonus as
in effect immediately prior to the date of termination and (B) the



 









 







amount of any accrued
vacation pay, to the extent not previously paid, in each case to be paid in a lump sum within
30 days after the date of termination; and”




	2.	 	Except as expressly modified herein, the Agreement shall remain in full force and effect.
	 
	3.	 	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.





[Remainder of Page Intentionally Left Blank]






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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	 
	 
	 	MARC N. CASPER

 	 
	 	  	 /s/ Marc
N. Casper	 
	 




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