exv10w2






Exhibit 10.2




[Form as of 2/26/09]




THERMO FISHER SCIENTIFIC INC.




PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT




Granted Under 

[Name of Equity Incentive Plan]




1. Award of Restricted Stock Units.




     This agreement sets forth the terms and conditions of an award by Thermo Fisher Scientific
Inc., a Delaware corporation (the “Company”), on                     , 2009 (the “Award Date”) to
                                         (the “Participant”) of                      restricted stock units (the “Base Restricted
Stock Units”). Each restricted stock unit represents the right to receive one share of common
stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and
restrictions set forth in this Agreement and in the Company’s [Name of Equity Incentive Plan] (the
“Plan”). In addition to the Base Restricted Stock Units, the Participant may vest as to an
additional amount of restricted stock units (the “Incremental Restricted Stock Units”) up to 60% of
the amount of the Base Restricted Stock Units, also pursuant to the terms, conditions and
restrictions set forth in this Agreement and the Plan. The Base Restricted Stock Units and the
Incremental Restricted stock Units are together referred to in this Agreement as the “RSUs.” The
shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this agreement
as Shares. Capitalized terms used in this Agreement and not otherwise defined shall have the same
meaning as in the Plan.



2. Vesting Schedule.




     Except as otherwise provided in paragraphs (b) through (d) of Section 3, the RSUs shall vest
in accordance with Schedule A attached hereto and incorporated herein; provided,
that on each vesting date referenced in Schedule A, the Participant is, and has been at all
times since the Award Date, an employee, officer or director of, or consultant or advisor to, the
Company or any other entity the employees, officers, directors, consultants, or advisors of which
are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).



3. Forfeiture.




     (a) Termination of Relationship with the Company. In the event that the Participant
ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b)
through (d) below after the First Vesting Date but before the Third Vesting Date, the RSUs that
have not previously vested shall be immediately forfeited to the Company. For the avoidance of
doubt and notwithstanding the provisions of [Section 9(b)(5)] of the Plan, if a Participant’s
employment with the Company terminates for any reason (and regardless of whether a Change in
Control Event has occurred) prior to the First Vesting Date, all RSUs shall be forfeited at the
time of employment termination.



 









 





     (b) Death or Disability. In the event that the Participant’s employment with the
Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) after
the First Vesting Date but before the Third Vesting Date, the RSUs that have not previously vested
shall vest 100% upon the date of such death or disability. For the purposes of this Agreement, a
Participant shall be deemed to be “disabled” at such time as the Participant is receiving
disability benefits under the Company’s Long Term Disability Coverage, as then in effect.



     (c) Discharge by the Company other than for Cause. In the event that the
Participant’s employment with the Company is terminated by the Company other than for “Cause” (as
defined in the Plan), or by the Participant for “Good Reason”, in each case, within 18 months of a
Change in Control Event, after the First Vesting Date but before the Third Vesting Date, the RSUs
that have not previously vested shall vest 100% upon the effective date of such termination.



     (d) Retirement. If the Participant “retires” from the Company after the First Vesting
Date but before the Third Vesting Date, the RSUs that have not previously vested shall vest 100%
upon the effective date of such retirement, provided that the retirement date occurs at
least one year after the Award Date. For the purposes of this Agreement, a Participant shall be
deemed to have “retired” upon his or her resignation from employment with the Company either (i)
after the age of 55 and the completion of 10 continuous years service to the Company comprising at
least 20 hours per week or (ii) after the age of 60 and the completion of 5 continuous years
service to the Company comprising at least 20 hours per week, but only if such resignation results
in the occurrence of a separation from service (as defined for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”)).



4. Delivery of Shares




          (a) The Company shall deliver the Shares that become issuable upon the vesting of an RSU on a
Vesting Date (i) to the Participant as soon as administratively practicable or (ii) in the event
that the Participant’s employment with the Company is terminated by reason of death, to the
Participant’s estate as soon as administratively practicable, but in either event no later than 60
days after such Vesting Date.




          (b) The Company shall not be obligated to deliver Shares to the Participant unless the
issuance and delivery of such Shares shall comply with all relevant provisions of law and other
legal requirements including, without limitation, any applicable federal or state securities laws
and the requirements of any stock exchange upon which shares of Common Stock may then be listed.




5. Restrictions on Transfer.




     The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of,
by operation of law or otherwise (collectively “transfer”) any RSUs, or any interest therein,
except by will or the laws of descent and distribution.



6. Provisions of the Plan.




 









 








     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this Agreement.



7. Dividends.




     (a) If at any time during the period between the Award Date and the date that the RSU vests,
the Company pays a dividend or other distribution with respect to its Common Stock, including
without limitation a distribution of shares of the Company’s stock by reason of a stock dividend,
stock split or otherwise, then on the date the Shares issuable upon vesting of the RSU are
delivered, the Company shall pay the Participant the dividend or other distribution that would have
been paid on such Share if the Participant had owned such Shares during the period beginning on the
Award Date and ending on the respective Vesting Date. No dividend or other distribution shall be
paid with respect to RSUs that are forfeited.



     (b) Except as set forth in Section 7(a) above and in the Plan, neither the Participant nor any
person claiming under or through the Participant shall be, or have any rights or privileges of, a
stockholder of the Company in respect of the Shares issuable pursuant to the RSUs granted hereunder
until the Shares have been delivered to the Participant.



8. Withholding Taxes; No Section 83(b) Election.




     (a) The Participant expressly acknowledges that the delivery of Shares to the Participant will
give rise to “wages” subject to withholding. Unless the Participant provides notice to the Company
prior to the delivery of the Shares that the Participant will make payment to the Company on the
date of delivery to satisfy all required withholding taxes, the Participant hereby authorizes the
Company to hold back from the shares to be delivered pursuant to Section 4 of this Agreement of
that number of shares calculated to satisfy all such federal, state, local or other applicable
taxes required to be withheld in connection with such delivery of Shares; provided, however, that
the total tax withholding where Shares are being used to satisfy such tax obligations cannot exceed
the Company’s minimum statutory withholding obligations (based on minimum statutory withholding
rates for federal and state tax purposes, including payroll taxes, that are applicable to such
wages).



     (b) The Participant acknowledges that no election under Section 83(b) of the Code may be filed
with respect to this Award.


9. No Right To Employment or Other Status. The grant of an award of RSUs shall not be
construed as giving the Participant the right to continued employment or any other relationship
with the Company. The Company expressly reserves the right at any time to dismiss or otherwise
terminate its relationship with the Participant free from any liability or claim under the Plan or
this Agreement, except as expressly provided herein.



10. Conflicts With Other Agreements. In the event of any conflict or inconsistency between
the terms of this Agreement and any employment, severance or other agreement between the Company
and the Participant, the terms of this Agreement shall govern.




 









 







11. Governing Law. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Delaware without regard to any applicable conflicts of laws.



12. Unfunded Rights. The right of the Participant to receive Common Stock pursuant to this
Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no
rights under this Agreement other than those of an unsecured general creditor of the Company.



13. Compliance with Section 409A of the Code. If and to the extent any portion of any
payment under this Agreement to the Participant in connection with his or her employment
termination is determined to constitute “nonqualified deferred compensation” within the meaning of
Section 409A of the Code and the Participant is a specified employee as defined in Section
409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by
which determination the Participant (through accepting the Award) agrees that he or she is bound,
such portion of the payment, compensation or other benefit shall not be paid before the day that is
six months plus one day after the date of “separation from service” (as determined under Code
Section 409A) (the “New Payment Date”), except as Code Section 409A may then permit. The aggregate
of any payments that otherwise would have been paid to the Participant during the period between
the date of separation from service and the New Payment Date shall be paid to the Participant in a
lump sum on such New Payment Date, and any remaining payments will be paid on their original
schedule.




     The Company makes no representations or warranty and shall have no liability to the
Participant or any other person if any provisions of or payments, compensation or other benefits
under this Agreement are determined to constitute nonqualified deferred compensation subject to
Code Section 409A but do not to satisfy the conditions of that section.



 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	THERMO FISHER SCIENTIFIC INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Participant]	 	 
	 
	 	 	 	 	 	 
	 

	 	Address: