EXHIBIT 10.80  CALIPER LIFE SCIENCES, INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT  Pursuant
to the Restricted Stock Unit Grant Notice (Grant Notice) and this Restricted Stock
Unit Award Agreement (Agreement)
(collectively, the Award),
Caliper Life Sciences, Inc. (the Company) has awarded you a right to receive
a delayed issuance stock bonus (a Restricted Stock Unit) pursuant to Paragraph
8 of the Companys 2009 Equity Incentive Plan (the Plan) for the number
of Restricted Stock Units as indicated in the Grant Notice.  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.  Subject to adjustment and the
terms and conditions as provided herein and in the Plan, each Restricted Stock
Unit shall represent the right to receive a stock bonus of one (1) share
of Common Stock.  The
details of your Award, in addition to those set forth in the Grant Notice, are
as follows:  1.           NUMBER
OF RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK.The number of Restricted
Stock Units in your Award is set forth in the Grant Notice.  (a)The number of
Restricted Stock Units subject to your Award and/or the number of shares of
Common Stock deliverable with respect to such Restricted Stock Units may be
adjusted from time to time for capitalization adjustments as described in Paragraph
24 of the Plan.  You will receive
no benefit or adjustment to your Award with respect to any cash dividend or
other distribution that does not result in a capitalization adjustment pursuant
to Section 24(d) of the Plan; provided, however, that this sentence
shall not apply with respect to any shares of Company Common Stock that are
delivered to you in connection with your Award after such shares have been
delivered to you.  (b)Any additional Restricted Stock Units, shares of
Common Stock, cash or other property that becomes subject to the Award pursuant
to this Section 1 shall be subject, in a manner determined by the Board,
to the same forfeiture restrictions, restrictions on transferability and time
and manner of delivery as apply to the other Restricted Stock Units and Common
Stock covered by your Award.  (c)Notwithstanding the provisions of this Section 1,
no fractional Restricted Stock Units or rights for fractional shares of Common
Stock shall be created pursuant to this Section 1.  The Board shall, in its discretion, determine
an equivalent benefit for any fractional Restricted Stock Units or fractional
shares that might be created by the adjustments referred to in this Section 1.  2.           VESTING.TheRestricted Stock Units shall
vest, if at all, as provided in the Grant Notice and the Plan.


3.           DELIVERY
OF SHARES OF COMMON STOCK.  Subject to the provisions of this Agreement
and the Plan, in the event one or more Restricted Stock Units vests, the
Company shall deliver to you one (1) share ofCommon Stock for
each Restricted Stock Unit that vests. 
The delivery to you of the appropriate number of shares of Common Stock
shall be made within sixty (60) days after the applicable vesting date.  The form of such delivery (e.g., a stock certificate or electronic entry
evidencing such shares) shall be determined by the Company.  4.           PAYMENT
BY YOU.  This Award was
granted in consideration of your past services to the Company.  Subject to Section 10 below, except as
otherwise provided in the Grant Notice, you will not be required to make any
payment to the Company (other than your past and future services with the
Company) with respect to your receipt of the Award, vesting of the Restricted
Stock Units or the delivery of the shares of Common Stock underlying the
Restricted Stock Units.  5.           SECURITIES LAW
COMPLIANCE.  You may not be
issued anyCommon
Stock under your Award unless the shares of
Common Stock are either (i) then
registered under the Securities Act of 1933, as amended (the Securities Act) or (ii) the
Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act.  Your
Award must also comply with other applicable laws and regulations governing the
Award, and you shall not receive such Common Stock if the Company determines that such receipt
would not be in material compliance with such laws and regulations.  6.           RESTRICTIVE LEGENDS.The Common Stock issued under your Award shall be endorsed with
appropriate legends, if any, determined by the Company.  7.           TRANSFER RESTRICTIONS.Prior to the time that shares of Common Stock
have been delivered to you, you may not transfer, pledge, sell or otherwise
dispose of the shares in respect of your Award. 
For example, you may not use shares that may be issued in respect of
your Restricted Stock Units as security for a loan, nor may you transfer,
pledge, sell or otherwise dispose of such shares.  This restriction on transfer will lapse upon
delivery to you of shares in respect of your vested Restricted Stock Units.  Your Award is not transferable, except by
will or by the laws of descent and distribution.  Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, shall thereafter be
entitled to receive any distribution of Common Stock pursuant to this
Agreement.  8.           AWARD
NOT A SERVICE CONTRACT.  Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create any obligation on
your part to continue in the service of the Company or an Affiliate thereof, or
on the part of the Company or an Affiliate thereof to continue such
service.  In addition, nothing in your
Award shall obligate the Company or an Affiliate thereof, their respective
stockholders, boards of directors or employees to continue any relationship that
you might have as an Employee or Consultant of the Company or an Affiliate
thereof.  9.           UNSECURED
OBLIGATION.  Your Award is
unfunded, and even as to any Restricted Stock Units which vest, you shall be
considered an unsecured creditor of the Company with respect to the Companys
obligation, if any, to issueCommon Stock pursuant to  2


this
Agreement.  Youshall not have voting or any other rights
as a stockholder of the Company with respect to the Common Stock acquired
pursuant to this Agreement until such Common Stock is issued to you pursuant to
Section 2 of this Agreement.   Upon
such issuance, you will obtain full voting and other rights as a stockholder of
the Company with respect to the Common Stock so issued.  Nothing contained in this Agreement, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind or a fiduciary relationship between you and the Company or
any other person.  10.         WITHHOLDING
OBLIGATIONS.  (a)On or before the
time you receive a distribution ofCommon Stock
pursuant to your Award, or at any time thereafter as requested by the Company,
you hereby authorize any required withholding from, at the Companys election,
the Common Stock issuable to you, payroll and any other amounts payable to you
and otherwise agree to make adequate provision for any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the
Company or any Affiliate thereof which arise in connection with your Award. Any
fully vested shares that are withheld shall be based upon a whole number of
shares of Common Stock having a Fair Market Value, determined by the Company as
of the date of exercise, not in excess of the minimum amount of tax
required to be withheld by law.  (b)Unless the tax
withholding obligations of the Company and/or any Affiliate thereof are
satisfied, the Company shall have no obligation to deliver to you any Common
Stock.  (c)In the event the
Companys obligation to withhold arises prior to the delivery to you of Common
Stock or it is determined after the delivery of Common Stock to you that the
amount of the Companys withholding obligation was greater than the amount
withheld by the Company, you agree to indemnify and hold the Company harmless
from any failure by the Company to withhold the proper amount.  11.         NOTICES.  Any notices provided for in your Award or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you atthe
last address you provided to the Company.  12.         HEADINGS.The headings of the Sections in this Agreement are inserted for
convenience only and shall not be deemed to constitute a part of this Agreement
or to affect the meaning of this Agreement.  13.         AMENDMENT.This Agreement may be amended only by a writing
executed by the Company and you which specifically states that it is amending
this Agreement. Notwithstanding the foregoing, this Agreement may be amended
solely by the Company by a writing which specifically states that it is
amending this Agreement, so long as a copy of such amendment is delivered to
you, and provided that no such amendment adversely affecting your rights
hereunder may be made without your written consent. Without limiting the
foregoing, the Company reserves the right to change, by written notice to you,
the provisions of this Agreement in any way it may deem necessary or advisable
to carry out the purpose of the grant as a result of  3


any change in applicable
laws or regulations or any future law, regulation, ruling, or judicial
decision, provided that any such change shall be applicable only to rights
relating to that portion of the Award which is then subject to restrictions as
provided herein.  14.         MISCELLANEOUS.  (a)The rights and obligations of the Company with respect
to your Award shall be transferable by the Company to any one or more persons
or entities, and all covenants and agreements hereunder shall inure to the
benefit of, and be enforceable by the Companys successors and assigns.  (b)You agree upon request to execute any further
documents or instruments necessary or desirable in the sole determination of
the Company to carry out the purposes or intent of your Award.  (c)You acknowledge and agree that you have reviewed your
Award in its entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your Award and fully understand all provisions
of your Award.  (d)This Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.  (e)All obligations of the Company under the Plan and this
Agreement 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 and/or assets of the Company.  15.         GOVERNING PLAN
DOCUMENT.  Your Award is
subject to all the provisions of the Plan, the provisions of which are hereby
made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. 
In the event of any conflict between the provisions of your Award and
those of the Plan, the provisions of the Plan shall control; provided, however, that Section 3 of
this Agreement shall govern the timing of any distribution of Common Stock
under your Award.The Board shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Board shall be final and binding
upon you, the Company, and all other interested persons. No member of the Board
shall be personally liable for any action, determination, or interpretation
made in good faith with respect to the Plan or this Agreement.  16.EFFECT ON OTHER EMPLOYEE BENEFIT
PLANS.The value of the Award subject to this Agreement shall
not be included as compensation, earnings, salaries, or other similar terms
used when calculating benefits under any employee benefit plan (other than the
Plan) sponsored by the Company or any Subsidiary except as such plan otherwise expressly
provides. The Company expressly reserves its rights to amend, modify, or
terminate any or all of the employee benefit plans of the Company or any
Subsidiary.  4


17.CHOICE OF LAW.The interpretation, performance and enforcement of this Agreement shall
be governed by the law of the state of Californiawithout regard to such states conflicts of laws rules.  18.SEVERABILITY. 
If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any Section of this Agreement (or part
of such a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful
and valid.  *  * 
*  *  *  This Restricted Stock Unit
Award Agreement shall be deemed to be signed by the Company and the Participant
upon the electronic acceptance by the Participant of the Restricted Stock Unit Grant
Notice to which it is attached.  5