exv10w1








Exhibit 10.1




LIFE TECHNOLOGIES CORPORATION




2010 INCENTIVE COMPENSATION PLAN




	1.	 	Purpose. The purpose of this Plan is to provide certain employees of the Company and its
subsidiaries with incentive compensation based upon the level of achievement of financial,
business and other performance criteria. This Plan is intended to permit the payment of
bonuses that may qualify as performance-based compensation under Section 162(m).
	 
	2.	 	Definitions.






	 	(a)	 	“Affiliate” means (i) any entity that, directly or indirectly, is controlled by
the Company and (ii) any entity in which the Company has a significant equity interest.
	 
	 	(b)	 	“Board” means the Board of Directors of the Company.
	 
	 	(c)	 	“Bonus” means a cash payment (or other form of payment as determined by the
Committee) made pursuant to this Plan with respect to a particular Performance Period,
determined pursuant to Section 8 below.
	 
	 	(d)	 	“Bonus Formula” means as to any Performance Period, the formula established by
the Committee pursuant to Section 6 in order to determine the Bonus amounts, if any,
to be paid to Participants based upon the level of achievement of targeted goals for
the selected Performance Measures. The formula may differ from Participant to
Participant or business group to business group. The Bonus Formula shall be of such a
nature that an objective third party having knowledge of all the relevant facts could
determine whether targeted goals for the Performance Measures have been achieved.
	 
	 	(e)	 	“Change in Control” has the same meaning as change in the ownership or
effective control of a corporation, or a change in the ownership of a substantial
portion of the assets of a corporation under Treasury Regulation section
1.409A-3(i)(5).
	 
	 	(f)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(g)	 	“Committee” means the Compensation and Organizational Development Committee of
the Board whose members shall qualify as “outside directors” within the meaning of
Section 162(m).
	 
	 	(h)	 	“Company” means Life Technologies Corporation, a Delaware corporation.
	 
	 	(i)	 	“Disability” means, for purposes of this Plan, a condition of the Participant
whereby he or she either: (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous




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	 	 	 	period of not less than twelve (12) months, or (ii) is, by reason of any medically
determinable physical or mental impairment which be expected to result in death or
can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months
under a long term disability income plan, if any, covering employees of the Company.
Any determination of Disability under this Agreement shall be made by the Company’s
Benefits Administration Committee.






	 	(j)	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
	 
	 	(k)	 	“Fiscal Year” means the twelve-month period from January 1 through December 31.
	 
	 	(l)	 	“Participant” means a Section 16 Officer.
	 
	 	(m)	 	“Performance-Based Compensation” means compensation that qualifies as
“performance-based compensation” within the meaning of Section 162(m).
	 
	 	(n)	 	“Performance Measure” means any one or more of the following performance
criteria, either individually, alternatively or in any combination, applied to either
the Company as a whole or to a business unit, Affiliate, region, or business segment,
either individually, alternatively or in any combination, and measured either on an
absolute basis or relative to a pre-established target, to a previous period’s results
or to a designated comparison group, in each case as specified by the Committee:
attainment of objective operating goals; attainment of research and development
milestones; average invested capital; capital expenditures; cash conversion cycle; cash
flow (including operating cash flow or free cash flow); change in assets; contract
awards or backlog; controllable operating profit; cost of capital; credit rating;
customer indicators; debt; debt reduction; earnings (which may be determined, and any
derivative of earnings on this list hereafter, in accordance with U.S. Generally
Accepted Accounting Principles, or successor accounting principle (“GAAP”), or adjusted
to include or exclude any or all GAAP or non-GAAP items); earnings before taxes;
earnings before interest and taxes; earnings before interest, taxes, depreciation, and
amortization; earnings from operations; earnings per share; earnings per share from
continuing operations, diluted or basic; earnings per share, diluted or basic; economic
value added; employee metrics; employee satisfaction; expense reduction levels; gross
margin; growth in any of the foregoing measures; growth in stockholder value relative
to the moving average of the S&P 500 Index or another index; improvement in workforce
diversity; improvements in productivity; inventory turnover; market share; net asset
turnover; net assets; net earnings; net operating profit; net or gross sales; new
product invention or innovation; operating earnings; operating expenses; operating
expenses as a percentage of revenue; operating margin; operating profit; overhead or
other expense reduction; productivity; return on assets; return on capital; return on
committed capital; return on equity or average stockholders’ equity; return on invested
capital; return on investment;




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	 	 	 	return on net assets; return on sales; return on total assets; revenue (on an
absolute basis or adjusted for currency effects); stock price; strategic plan
development and implementation; succession plan development and implementation;
total earnings; total shareholder return; and working capital.






	 	(o)	 	“Performance Period” means any Fiscal Year or such other period as determined
by the Committee.
	 
	 	(p)	 	“Plan” means this Life Technologies Corporation 2010 Incentive Compensation
Plan.
	 
	 	(q)	 	“Predetermination Date” means, for a Performance Period, (i) the earlier of 90
days after commencement of the Performance Period or the expiration of 25% of the
Performance Period, provided that the achievement of targeted goals under the selected
Performance Measures for the Performance Period is substantially uncertain at such
time; or (ii) such other date on which a performance goal is considered to be
pre-established pursuant to Section 162(m).
	 
	 	(r)	 	“Section 16 Officer” means an employee of the Company or its Affiliates who is
considered an officer of the Company within the meaning of Section 16 of the Exchange
Act.
	 
	 	(s)	 	“Section 162(m)” means Section 162(m) of the Code, as amended, and rules and
regulations promulgated thereunder.






	3.	 	Eligibility. The individuals eligible to participate in this Plan for a given Performance
Period shall be Section 16 Officers.
	 
	4.	 	Administration.






	 	(a)	 	The Committee shall be responsible for establishing requirements that qualify
compensation as Performance-Based Compensation. Subject to the limitations on Committee
discretion imposed under Section 162(m), the Committee shall have such powers as may be
necessary to discharge its duties hereunder. In addition, the Committee shall be
responsible for the general administration and interpretation of this Plan and for
carrying out its provisions, including the authority to construe and interpret the
terms of this Plan, determine the manner and time of payment of any Bonuses, prescribe
forms and procedures for purposes of Plan participation and distribution of Bonuses and
adopt rules, regulations and to take such actions as it deems necessary or desirable
for the proper administration of this Plan. The Committee may delegate its
administrative tasks to the Company employees or others as appropriate for proper
administration of this Plan consistent with the limitations imposed under Section
162(m).
	 
	 	(b)	 	Any rule or decision by the Committee or its delegate(s) that is not
inconsistent with the provisions of this Plan shall be conclusive and binding on all
persons, and shall be given the maximum deference permitted by law.




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	5.	 	Term. This Plan shall be effective as of January 1, 2010. Notwithstanding the foregoing,
this Plan shall terminate unless it is approved at the Company’s 2010 annual stockholders
meeting. Once approved by the Company’s stockholders, this Plan shall continue until the
earlier of (a) a termination under Section 9 of this Plan, (b) the date any stockholder
approval requirement under Section 162(m) ceases to be met or (c) the date that is five years
after the stockholder meeting in 2010.
	 
	6.	 	Bonuses. Prior to the Predetermination Date for a Performance Period, the Committee shall
designate or approve in writing, the following:






	 	(a)	 	Performance Period;
	 
	 	(b)	 	Positions or names of employees who will be Participants for the Performance
Period;
	 
	 	(c)	 	Targeted goals for selected Performance Measures during the Performance Period;
and
	 
	 	(d)	 	Applicable Bonus Formula for each Participant, which may be for an individual
Participant or a group of Participants.






	7.	 	Determination of Amount of Bonus.






	 	(a)	 	Calculation. After the end of each Performance Period, the Committee shall
certify in writing (to the extent required under Section 162(m)) the extent to which
the targeted goals for the Performance Measure(s) applicable to each Participant for
the Performance Period were achieved or exceeded. The Bonus for each Participant shall
be determined by applying the Bonus Formula to the level of actual performance that has
been certified by the Committee. Notwithstanding any contrary provision of this Plan,
the Committee, in its sole discretion, may eliminate or reduce the Bonus payable to any
Participant below that which otherwise would be payable under the Bonus Formula. The
aggregate Bonus(es) payable to any Participant during any Fiscal Year shall not exceed
U.S. $7 million.
	 
	 	 	 	To the extent permitted under Section 162(m), the Committee may appropriately adjust
any evaluation of performance under a Performance Measure to exclude the effects of
extraordinary, unusual, or non recurring items that occur during a Performance
Period, including: (i) the effects of currency fluctuations, (ii) any or all items
that are excluded from the calculation of non-GAAP earnings as reflected in any
Company press release and Form 8-K filing relating to an earnings announcement,
(iii) asset impairment, (iv) litigation or claim judgments or settlements, (v) the
effect of changes in tax laws, accounting principles or other such laws or
provisions affecting reported results, (vi) accruals for reorganization and
restructuring programs, and (vii) any other extraordinary or non-operational items.




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	 	(b)	 	Right to Receive Payment. Each Bonus under this Plan shall be paid solely from
general assets, including deferred stock units and/or treasury shares, of the Company
and its Affiliates. This Plan is unfunded and unsecured; nothing in this Plan shall be
construed to create a trust or to establish or evidence any Participant’s claim of any
right to payment of a Bonus other than as an unsecured general creditor with respect to
any payment to which he or she may be entitled.






	8.	 	Payment of Bonuses.






	 	(a)	 	Timing of Distributions. The Company and its Affiliates shall distribute
amounts payable to Participants as soon as is administratively practicable following
the determination and written certification of the Committee for a Performance Period,
but in no event later than two and one-half months after the end of the calendar year
in which the Performance Period ends, except to the extent a Participant has made a
timely election to defer the payment of all or any portion of such Bonus under a
Company-approved deferred compensation plan or arrangement.
	 
	 	(b)	 	Distribution. The payment of a Bonus, if any (as determined by the Committee
at the end of the Performance Period), subject to the terms of Section 9, with respect
to a specific Performance Period requires that the employee be an active employee on
the Company’s or its Affiliate’s payroll on the day that the Bonus is paid, subject to
the following:






	 	(i)	 	Change in Control. Upon a Change in Control, the method in
which a Bonus is paid shall be determined by the Committee in its sole
discretion.
	 
	 	(ii)	 	Disability. A Participant who terminates due to Disability
may receive a prorated Bonus; the method in which a Bonus is prorated shall be
determined by the Committee in its sole discretion.
	 
	 	(iii)	 	Death. The estate of a Participant who dies prior to the
end of a Performance Period may receive a prorated Bonus; the method in which
a Bonus is prorated shall be determined by the Committee in its sole
discretion.
	 
	 	(iv)	 	Leave of Absence or Non-Pay Status. A Participant may
receive a prorated Bonus while on an approved leave of absence or non-pay
status, as the Committee determines in its discretion; provided, however, that
such prorated Bonus shall be based on the achievement of the Performance
Measures established for that Participant for the applicable Performance
Period and prorated based on the whole months that a Participant was an active
employee during the Performance Period.






	 	(c)	 	Change in Status. If a Participant who has a change in status during a
Performance Period that results in being (i) ineligible to continue participating in
this Plan, (ii) eligible for participation in this Plan after the beginning of a
Performance Period or (iii) eligible in more than one variable pay plan, including




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	 	 	 	this Plan, then such Participant may receive a prorated Bonus, if any, with respect
to the applicable Performance Period; provided that the Committee will have the sole
discretion to select the Participant who will receive a prorated Bonus pursuant to
this Section 8(c). Notwithstanding the foregoing, the prorated Bonus that such
Participant receives under this Section 8(c) shall be based on the achievement of
Performance Measures established for that Participant for the applicable Performance
Period and prorated based on the whole months that a Participant was a Section 16
Officer during the Performance Period.






	 	(d)	 	Earning of Bonuses. Although payment of a Bonus may be made according to the
terms and schedule set forth above in Section 8, the Participant shall not be deemed
to have earned the Bonus until the Participant has satisfied all of his or her
obligations to the Company.






	9.	 	Amendment and Termination.






	 	(a)	 	The Committee may amend, modify, suspend or terminate this Plan, in whole or in
part, at any time, including the adoption of amendments deemed necessary or desirable
to correct any defect or to supply omitted data or to reconcile any inconsistency in
this Plan or in any Bonus granted hereunder; provided, however, that no amendment,
alteration, suspension or discontinuation shall be made which would (i) increase the
amount of compensation payable pursuant to such Bonus, or (ii) cause compensation that
is, or may become, payable hereunder to fail to qualify as Performance-Based
Compensation. Notwithstanding the foregoing, the Company may amend, modify, suspend or
terminate this Plan if any such action is required by law. To the extent required under
applicable law, including Section 162(m), Plan amendments shall be subject to
stockholder approval. At no time before the actual distribution of funds to
Participants under this Plan shall any Participant accrue any vested interest or right
whatsoever under this Plan except as otherwise stated in this Plan.
	 
	 	(b)	 	In the case of Participants employed outside the United States, the Company or
its Affiliate may vary the provisions of this Plan as deemed appropriate to conform
with, as required by, or made desirable by, local laws, practices and procedures.






	10.	 	Withholding. Distributions pursuant to this Plan shall be subject to all applicable taxes
and contributions required by law to be withheld in accordance with procedures established by
the Company.
	 
	11.	 	No Additional Participant Rights. The selection of an individual for participation in this
Plan shall not give such Participant any right to be retained in the employ of the Company or
any of its Affiliates, and the right of the Company and any such Affiliate to dismiss such
Participant or to terminate any arrangement pursuant to which any such Participant provides
services to the Company, with or without cause, is specifically reserved. No person shall have
claim to a Bonus under this Plan, except as otherwise provided for herein, or to continued
participation under this Plan. There is no obligation for uniformity of treatment of
Participants under this Plan. The benefits provided for




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	 	 	Participants under this Plan shall be in addition to and shall in no way preclude other
forms of compensation to or in respect of such Participants. Unless contrary to applicable
law or the terms of a written contract executed by an appropriate officer of the Company, it
is expressly agreed and understood that the employment of a Participant is terminable at the
will of either party, with or without notice.
	 
	12.	 	Successors. All obligations of the Company or its Affiliates under this Plan, with respect
to awards granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business or assets of the
Company.
	 
	13.	 	Nonassignment. The rights of a Participant under this Plan shall not be assignable or
transferable by the Participant except by will or the laws of descent and distribution.
	 
	14.	 	Severability. If any portion of this Plan is deemed to be in conflict with local law, that
portion of the Plan, and that portion only, will be deemed void under local law. All other
provisions of the Plan will remain in effect. Furthermore, if any provision of this Plan would
cause Bonuses not to constitute Performance-Based Compensation, that provision shall be
severed from, and shall be deemed not to be a part of the Plan, but the other provisions
hereof shall remain in full force and effect.
	 
	15.	 	Governing Law. This Plan shall be governed by the laws of the State of Delaware.






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