**Exhibit 10.1**ADDENDUM TO EMPLOYMENT LETTER     This ADDENDUM (this “Addendum”) is made as of the 7thday of May, 2006 betweenFisher Scientific International Inc., a Delaware corporation having its primary place of businessat Liberty Lane, Hampton, New Hampshire 03842 (the “Company”) and Mr. Thomas L. Rea (the“Executive”).     The Company’s severance obligations to the Executive are governed by a letter agreement datedas of the 22nd day of December, 1997 (the “Employment Letter”). The Company and theExecutive have agreed to execute this Addendum to the Employment Letter to provide additionalseverance payments and benefits in the event that the Executive’s employment is terminated undercertain circumstances within the two year period following a Change in Control, as more fullydescribed below. Capitalized terms used but not otherwise defined in this Addendum shall have themeaning set forth in Section 6.1. Upon a termination of employment by the Executive for Good Reason or by the Company withoutCause, in either case within two (2) years immediately following a Change in Control of theCompany, then in lieu of any severance payments set forth in the Employment Letter (but not inlieu of the provisions of the Employment Letter with respect to the distribution of sharesfrom the rabbi trust), the Executive shall be entitled to receive and the Company shallprovide to the Executive those payments and benefits set forth in Section 2 of this Addendum.Notwithstanding anything in this Addendum to the contrary, if a Change in Control of theCompany occurs and if the Executive’s employment with the Company is terminated prior to thedate on which the Change in Control of the Company occurs, and if there is a reasonable basisthat such termination of employment (1) was at the request of a third party that has takensteps reasonably calculated to effect a Change in Control of the Company or (2) otherwisearose in connection with or anticipation of a Change in Control of the Company and in each of(1) and (2) a Change in Control occurs within one (1) year following the Executive’stermination of employment as set forth in this Section 1, then such termination of employmentshall be treated as a termination of the Executive’s employment following a Change in Controlof the Company and the Executive shall be entitled to receive the compensation and benefitsset forth in Section 2 of this Addendum. 2. Upon a termination of employment as described in Section 1 of this Addendum, the Executiveshall be entitled to receive and the Company shall provide to the Executive the followingpayments and benefits: (a) a lump sum payment, within five (5) days of the Revocation Date (except withrespect to deferred compensation payments described under Accrued Obligations, whichshall be paid in accordance with their terms, subject to Section 5 of this Addendum),equal to the sum of: (1) two and a half (2.5) times the sum of (i) Executive’s thencurrent Annual Base Salary (or if greater, the Executive’s Annual Base Salary in effectimmediately prior to the Change in Control), plus (ii) the cash value of Executive’starget annual incentive compensation for the year in
 

 
   which the termination of employment occurs (the “Annual Bonus”), plus (2) theAccrued Obligations, provided that any accrued but unpaid annual incentive paymentsfor previous years shall be determined based upon actual Company results and notreduced for individual performance, plus (3) the product of (x) the Annual Bonus and(y) a fraction, the numerator of which is the number of days in the fiscal year inwhich the date of termination of employment occurs through such date of terminationand the denominator of which is 365, plus (4) an amount equal to the total value oftwo and a half (2.5) years of matching contributions made by the Company on behalfof Executive under the Company’s tax qualified defined contribution plan (and underany non-qualified defined contribution plan providing matching contributions) at amatching level equal to the level of participation of the Executive prior to thedate of termination, plus any Company matching contributions under such plansforfeited as of the Date of Termination;  (b) the Company shall continue to provide the Executive and his eligibledependents, for a period of two and a half (2.5) years following the date oftermination (the “Severance Period”) of employment (but not beyond the maximum dateupon which the provision of such benefits would become subject to the provisions ofSection 409A of the Code), with medical, dental, vision, life insurance and accidentaldeath and dismemberment insurance, in a manner and timing consistent with the benefitand welfare plans, policies and programs, executive services, perquisites and insuranceplans or programs in which the Executive participates in effect immediately prior tothe time of the Change in Control of the Company (or any successor benefit and welfareplans, policies and programs, executive services, perquisites and insurance plans orprograms, to the extent more favorable to the Executive) and such benefits, and coststo the Executive of such coverage, shall be no less favorable to the Executive than asin effect as of the Change in Control of the Company and shall not be affected by anysubsequent employment of the Executive. As of the Date of Termination, Executive shallbe fully vested in any account balance, matching and all other benefits under anynon-qualified defined contribution plans. Following the end of the two and a half(2.5) year period during which medical benefits are provided, the Executive shall beeligible for continued health coverage under “COBRA” as if the Executive’s employmentwith the Company had terminated as of the end of such period. In the event theExecutive is ineligible, for whatever reason, to continue to be so covered with respectto any of the above-referenced plans or programs, the Company shall providesubstantially the cash value of purchasing essentially equivalent coverage throughother sources;  (c) the Executive shall be entitled to receive all benefits set forth under theterms and conditions of the Fisher Scientific International Inc. Executive Retirementand Savings Program (the “Retirement and Savings Program”) including, withoutlimitation, those set forth in Article VII thereof with respect to medical benefits.For purposes of calculating the Executive’s retirement benefits under the Retirementand Savings Program, the Executive shall be deemed to have
 

 
   completed two and one-half additional years of Credited Service (as defined in theRetirement and Savings Program) and received the amounts payable under Section 2(a)of this Addendum ratably during the Severance Period as compensation includable inHighest Average Earnings for such period. The provisions of the preceding sentencewill not affect the Executive’s elections with respect to the commencement ofbenefit payments pursuant to Article IV of the Executive Retirement and SavingsProgram;  (d) within five (5) days of the Revocation Date, the Company shall provide theExecutive with a $20,000 cash payment, which may be used by the Executive foroutplacement services; and  (e) to the extent accrued but not theretofore paid or provided, the Company shalltimely pay or provide to the Executive any other amounts or benefits required to bepaid or provided or that the Executive is eligible to receive under any plan, program,policy or practice or contract or agreement of the Company.3. Any termination by the Company for Cause, or by the Executive for Good Reason, shall becommunicated by Notice of Termination to the other party hereto. For purposes of thisAddendum, a “Notice of Termination” means a written notice which: (a) indicates the specific termination provision in this Addendum relied upon;  (b) to the extent applicable, sets forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the Executive’s employmentunder the provision so indicated; and  (c) if the date of termination is other than the date of receipt of such notice,specifies the termination date (which date shall be not more than thirty (30) daysafter the giving of such notice).  In the event the Executive provides the Company with a Notice of Termination for GoodReason, the Company shall have thirty (30) days to cure the circumstances that the Executivealleges constitute Good Reason; and if so cured, no Good Reason shall be deemed to haveoccurred hereunder. The failure by the Executive or the Company to set forth in the Noticeof Termination any fact or circumstance which contributes to a showing of Good Reason orCause shall not waive any right of the Executive or the Company, respectively, hereunder orpreclude the Executive or the Company, respectively, from asserting such fact orcircumstance in enforcing the Executive’s or the Company’s rights hereunder.
 

 
4. Notwithstanding anything herein to the contrary, no payments shall be made or benefitsprovided to the Executive under this Addendum unless the Executive shall have executed acustomary release and waiver of claims (the “Release”) and the last day of any applicablerevocation period (“Revocation Date”) under such Release shall have expired. 5. This Addendum is intended to comply with the provisions of Section 409A of the Code in such away that the Executive will not be subject to taxation in advance of the related distribution,excise taxes or underpayments, penalties as a result of the timing or form of the payments tothe Executive. Notwithstanding anything to the contrary contained herein, if the Executive isa Specified Employee (as defined in Section 409A of the Code) at the time he would otherwisebe entitled to receive any specific payment hereunder, no distributions shall be made withrespect to that specific payment until the earliest date which does not result in theimposition of a penalty under Section 409A(a)(2) of the Code. All other payments which do notresult in any additional payments, liability or penalties shall be made as specified. To theextent any payment is delayed, interest will accrue at the rate of the United States five-yearTreasury rate plus 2 percent on such delayed payment and be paid to the Executive at the sametime as the delayed payment is made. 6. For purposes of this Addendum, the following definitions shall apply: (a) “Accrued Obligations” shall mean (i) the Executive’s Annual Base Salary throughthe Date of Termination; (ii) any previous years’ regular annual bonus, to the extentearned but not previously paid; (iii) any earned but unpaid previous years’ AnnualBonus(es); (iv) payment for any accrued vacation; and (v) any compensation previouslydeferred by the Executive (together with any accrued interest or earnings thereon) asprovided by the terms of such deferred compensation plan or program.  (b) “Annual Base Salary” shall mean the Executive’s annual base salary as in effecton the date hereof, as it may be increased from time to time, provided, however, thatthe Annual Base Salary shall be determined without taking into account any reduction insalary effected due to the Executive’s participation in the Company’s Restricted StockUnit Purchase Program under the Company’s 2005 Equity and Incentive Plan.  (c) “Board” shall mean the Board of Directors of the Company.  (d) “Cause” shall mean: (i) the willful and continued failure of the Executive to performsubstantially the Executive’s duties hereunder with the Company or one of itsaffiliates
 

 
   (other than any such failure resulting from incapacity due to physical ormental illness), after a written demand for substantial performance isdelivered to the Executive by the Vice Chairman or the Chief ExecutiveOfficer which specifically identifies the manner in which the Vice Chairmanor Chief Executive Officer believes that the Executive has not substantiallyperformed the Executive’s duties, or  (ii) the willful engaging by the Executive in illegal conduct orgross misconduct that is materially and demonstrably injurious to the Company.   For purposes of this provision, no act or failure to act, on the part of theExecutive, shall be considered “willful” unless it is done, or omitted to be done,by the Executive in bad faith or without reasonable belief that the Executive’saction or omission was in the best interests of the Company. Any act, or failure toact, based upon authority given by the Board, the direction of the Vice Chairman orthe Chief Executive Officer or based upon the advice of counsel for the Companyshall be conclusively presumed to be done, or omitted to be done, by the Executivein good faith and in the best interests of the Company, unless such authority,direction or advice is in violation of applicable law, regulation, Company policy orthe Company’s most current Code of Conduct.  (e) “Change in Control” of the Company shall have the meaning set forth in theFisher Scientific International Inc. 2005 Equity and Incentive Plan, as that plan is ineffect on the date hereof.  (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.  (g) “Good Reason” shall mean any of the following: (i) a material adverse change in the Executive’s position, duties,offices, titles, reporting requirements or responsibilities with the Company asin effect immediately prior to a Change in Control of the Company;  (ii) a reduction by the Company in the Executive’s remuneration asin effect immediately prior to the time of a Change in Control of the Company,unless a similar reduction is applied to all similarly situated executives orthe Company’s failure to increase (within twelve (12) months of the Executive’slast increase in base salary) the Executive’s base salary after a Change inControl of the Company in an amount similar to other similarly situatedexecutives at the Company receiving an increase in base salary after the Changein Control;
 

 
 (iii) any failure by the Company to continue in effect any materialplan or arrangement, including without limitation benefit and incentive plans,in which the Executive is participating immediately prior to the time of aChange in Control of the Company (hereinafter referred to as “Plans”), unlessthe Company provides for the Executive to participate in replacement benefitand incentive plans that are no less favorable in the aggregate than the Plans,or the taking of any action by the Company which would materially adverselyaffect the Executive’s participation in or reduce the Executive’s benefitsunder any such Plan or replacement plan or provide the Executive with lessfavorable fringe benefits in the aggregate as compared to those enjoyed by theExecutive immediately prior to the time of a Change in Control of the Company;  (iv) the Executive’s relocation to any place more than fifty (50)miles from the location at which the Executive performed Executive’s dutiesimmediately prior to the time of a Change in Control of the Company, except forrequired travel by the Executive on the Company’s business to an extentsubstantially consistent with the Executive’s business travel obligationsimmediately prior to the time of a Change in Control of the Company;  (v) any failure by the Company to provide the Executive on anannual basis with the number of annual vacation or paid leave days to which theExecutive is entitled on an annual basis immediately prior to the time of aChange in Control of the Company;  (vi) any material breach by the Company of any provision of theEmployment Letter or any other material agreement with the Executive;  (vii) any failure by the Company to obtain the assumption of thisEmployment Letter by any successor or assign of the Company; or  (viii) any purported termination of the Executive’s employment which is not effectedpursuant to a Notice of Termination and for purposes of this Employment Letter,no such purported termination shall be effective.   For purposes of this definition, none of the actions described in clauses (i)through (viii) above shall constitute “Good Reason” with respect to the Executive ifit was an isolated and inadvertent action not taken in bad faith by the Company andif it is remedied by the Company within five (5) business days after receipt ofwritten notice thereof given by the Executive. The Executive may terminateExecutive’s employment for Good Reason at any time after a Change in Control eitherby resignation or by retirement (if eligible).
 

 
7. Except as supplemented by this Addendum, the terms and provisions of the Employment Lettershall remain in full force and effect.     The Executive has hereunto set the Executive’s hand and, pursuant to the authorization fromits Board, the Company has caused this Addendum to be executed in its name on its behalf, all as ofthe day and year first above written.