**Exhibit 10.9.5**

**APPLERA CORPORATION/CELERA GENOMICS GROUP****1999 STOCK INCENTIVE PLAN**

**FORM OF EMPLOYEE STOCK AWARD****AGREEMENT**

**EMPLOYEE STOCK AWARD****AGREEMENT** dated  as of [Grant Date] by and between Applera Corporation, a Delaware corporation  (the “Company”), and [Name], a regular salaried employee of the Company or one of its subsidiaries (“you”). 

***1.   *** ***Grant  of Employee Stock Award.***The  Company hereby grants to you an Employee Stock  Award (the “Award”) for [Total Number of Shares] shares (the “Award  Shares”) of its Celera Genomics Group Common Stock, par value $.01 per  share (the “Celera Stock”), under the terms of the Applera Corporation/Celera  Genomics Group 1999 Stock Incentive Plan (the “Plan”). 

***2.   Vesting.***The        Award Shares will vest as to [One-Third of Total Number of Shares] Award        Shares on [Last Day of First Fiscal Year Ending After the Grant Date],        [One-Third of Total Number of Shares] Award Shares on [Last Day of Second        Fiscal Year Ending After the Grant Date], and [One-Third of Total Number        of Shares] Award Shares on [Last Day of Third Fiscal Year Ending After        the Grant Date] (each a “Vesting Date”), provided that you        have been at all times from the date of grant to and including the applicable        Vesting Date [regular]1 an employee of the Company or one        of its subsidiaries.2

***3.   Termination          of Employment.*** If          your employment with the Company or a subsidiary is terminated by you          or the Company for any reason prior to the vesting of all or a portion          of the Award Shares, the Award Shares which have not vested will be          forfeited and will revert back to the Company without payment to you          of any consideration. 

***4.   Delivery of Award Shares.***Certificates representing the Award Shares will be registered in your name but remain in the physical custody of the Company until the Award Shares have vested. In the event that all or a portion of the Award Shares are forfeited for any reason, those shares will revert back to the Company without payment to you of any consideration. 

***5.   Payment          of Dividends; Voting Rights.***Prior          to the vesting of the Award Shares, you will have the right to vote          and to receive dividends, if any, on all of the unvested shares of          Celera Stock covered by the Award. 

 

1 Applicable only to August 5, 2002, award grant. 2 AnAugust 5, 2002, award grant to Robert F.G. Booth vested in three installments,25% on each of the first and second anniversaries of the grant date and 50% onthe third anniversary of the grant date. An August 21, 2003, award grantto Tony L. White is subject to the vesting schedule set forth in this Section2. 

***6.   Non-Transferability.***Prior      to the time that shares of Celera Stock issued pursuant to the Award are      delivered to you, none of such shares may be sold, assigned, bequeathed,      transferred, pledged, hypothecated, or otherwise disposed of in any way.

***7.   Change          of Control.***Subject          to the terms of the Plan, all Award Shares will be deemed vested (without          regard to the Vesting Dates) upon the occurrence of any of the events          set forth in Section 11 of the Plan.
***8.   No          Right to Continued Employment.***Neither          the Award nor this Agreement confers upon you any right to continue          to be an employee of the Company or any of its subsidiaries or interferes          in any way with the right of the Company or any of its subsidiaries          to terminate your employment at any time. The Award will terminate          upon the termination of your employment for any reason. The Award will          not be reinstated if you are subsequently reinstated as an employee          of the Company or any subsidiary. 

***9.   No          Right to Future Benefits.***The          Plan and the benefits offered under the Plan are provided by the Company          on an entirely discretionary basis, and the Plan creates no vested          rights in participants. Neither the Award nor this Agreement confers          upon you any benefit other than as specifically set forth in this Agreement          and the Plan. You understand and agree that the benefits offered under          the Award and the Plan are not part of your salary and that receipt          of the Award does not entitle you to any future benefits under the          Plan or any other plan or program of the Company. 

***10.   Compliance          with Law.*** No          shares of Celera Stock will be delivered to you upon the vesting of          the Award Shares unless counsel for the Company is satisfied that such          delivery will be in compliance with all applicable laws. 

***11.   Entire          Agreement*.**  This          Agreement and the Plan contain the entire agreement between you and          the Company regarding the Award and supersede all prior arrangements          or understandings with respect thereto. 

***12.   Terms          of Plan Govern.***This          Agreement and the terms of the Award will be governed by the terms          of the Plan which is hereby incorporated by reference in this Agreement.          In the event of any ambiguity in this Agreement or any inconsistency          between the terms of this Agreement and the terms of the Plan, the          terms of the Plan will govern. By your signature below, you acknowledge          receipt of the Plan Summary and agree to be bound by all of the terms          of the Plan. 

***13.   Amendments.***The      Award or the Plan may, subject to certain exceptions, be amended by the      Committee at any time in any manner. However, no amendment of the Award      or the Plan will adversely affect in any material manner any of your rights      under the Award without your consent.

***14.   Governing          Law.***This          Agreement will be governed by and construed in accordance with the          internal laws of the State of Delaware. 

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**IN WITNESS WHEREOF,**this Agreement has been duly executed by the undersigned as of the day and year first written above.
  **APPLERA    CORPORATION**          By:     Accepted    and Agreed:                [Name]    
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