EXHIBIT 10.29

CALIPER LIFE SCIENCES, INC.    KEY EMPLOYEE CHANGE OF CONTROL  AND SEVERANCE BENEFIT PLAN    Amended and Restated as of December 8, 2010

This Key Employee Change of Control and Severance Benefit Plan (the "Plan"), previously
adopted by the Board of Directors of Caliper Life Sciences, Inc. (the "Company"), is hereby amended and restated effective December 8,
2010 to comply with Section 409A of the Code. This Plan supersedes and replaces the Plan amended and restated as of November 4, 2008 and as of February 16, 2005, which in turn
amended and superseded the Company's Change of Control Sr. Mgmt Severance/Equity Acceleration Plan (the "Prior COC Plan"). However, except as provided herein, this Plan does not supersede any written
agreement between the Company and any employee.

BACKGROUND OF THE PLAN

1.     GENERAL

1.1Defined Terms.Capitalized terms used in this Plan shall have the meanings set forth in Section 4
below, unless the context clearly requires a different meaning.

1.2Purpose.The purpose of this Plan is to aid the Company in attracting, retaining and motivating its Eligible
Participants by providing specified compensation and other benefits to such Eligible Participants in the event of a Covered Termination.

1.3No Employment Agreement.This Plan does not obligate the Company to continue to employ an Eligible
Participant for any specific period of time, or in any specific role or geographic location.

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Subject
to the terms of any applicable written employment agreement between Company and an Eligible Participant, the Company may assign an Eligible Participant to other duties, and either the Company
or an Eligible Participant may terminate such Eligible Participant's employment by the Company at any time for any reason.

1.4Condition for Receipt of Benefits.Notwithstanding anything in this Plan to the contrary, the receipt by any
Eligible Participant of any of the benefits provided by this Plan shall be conditioned on such Eligible Participant executing and delivering to the Company an effective waiver and release of all
claims such Eligible Participant may have against the Company. Such release shall be executed, effective and irrevocable before the sixtieth (60th) day (or such shorter period specified by the Company
in accordance with applicable law) following the date of the Covered Termination or the Eligible Participant shall forfeit his or her benefits hereunder permanently.

2.     TERMINATION UPON CHANGE OF CONTROL

2.1Cash Severance Benefit.In the event of a Change of Control and an Eligible Participant's Covered
Termination, the Eligible Participant shall be entitled to the basic cash severance benefit described below.



All
cash severance payments made under this Section 2.1 shall be reduced by applicable federal and state withholding taxes. If there is a Change of Control, (i) any cash
payments pursuant to Section 2.1.1 shall be made on the Company's regular payroll dates commencing on the ninetieth (90th) day following the later of (x) the date of the Change of
Control and (y) such Eligible Participant's Covered Termination, and (ii) any cash payments pursuant to Section 2.1.2 shall be paid in a lump sum upon the ninetieth
(90th) day following the later of (x) the date of the Change of Control, and (y) such Eligible Participant's Covered Termination. An Eligible Participant shall not be
entitled to contribute any funds paid to such Eligible Participant pursuant to this Plan to any deferred compensation plan maintained by the Company and, with the exception of continuation healthcare
coverage mandated by Section 4980B of the Code ("COBRA") or similar state law, shall cease to be eligible to actively participate in any other
benefit plan maintained by the Company. Other than the vesting acceleration provided for in Section 2.2.1, there shall not be any continuing vesting of any outstanding equity award granted to
the Eligible Participant by the Company during the period of time in which such Eligible Participant receives salary continuation payments pursuant to this Section 2.1, except as may otherwise
be provided in a written agreement between the Company and such Eligible Participant.

If
any of the benefits set forth in this Section 2.1 are deferred compensation under Section 409A of the Code and the rules and regulations thereunder
("Section 409A"), any Covered Termination triggering payment of such benefits must constitute a "separation from service" under
Section 409A before, subject to Section 2.1.3 below, distribution of such benefits can commence. For purposes of clarification, this paragraph shall not cause any forfeiture of benefits
on the part of the Participant, but shall only act as a delay until such time as a "separation from service" occurs.

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2.2   Acceleration of Vesting of Equity Awards.



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2.3   Extended Medical and Dental Benefits.



3.    ADJUSTMENT OF EXCESS PAYMENTS PAYABLE TO AN ELIGIBLE PARTICIPANT SUBJECT TO IRC SECTION 4999

In the event it is determined that an Eligible Participant entitled to payments and/or benefits provided by this Plan or any other
amounts in the "nature of compensation" (whether pursuant to the terms of this Plan or any other plan, arrangement, or agreement with the Company or any affiliate, any person whose actions result in a
change of ownership or effective control of the Company covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change of
ownership or effective control of the Company ("Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the
"280G Excise Tax"), the Company shall cause to be determined, before any amounts of the Payments are paid to the Eligible Participant, which of the
following two alternative forms of payment would maximize the Eligible Participant's after-tax proceeds: (i) payment in full of the entire amount of the Payments, or
(ii) payment of only a part of the Payments so that the Eligible Participant receives the largest payment possible without the imposition of the 280G Excise Tax
("Reduced Payments"). If it is determined that Reduced Payments will maximize

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an
Eligible Participant's after-tax benefit, then (i) cash compensation subject to Section 409A shall be reduced first, then cash payments not subject to Section 409A
shall be reduced, (ii) the Payments shall be paid only to the extent permitted under the Reduced Payments alternative, and (iii) the Eligible Participant shall have no rights to any
additional payments and/or benefits constituting the Payments. Unless the Company and Eligible Participant otherwise agree in writing, any determination required under this Section 3 shall be
made in writing by independent public accountants agreed to by the Company and the Eligible Participant (the "Accountants"), whose determination shall
be conclusive and binding upon the Eligible Participant and the Company for all purposes. For purposes of making the calculations required by this Section 3, the Accountants may rely on
reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Eligible Participant shall furnish to the Accountants such
information and documents
as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the
services contemplated by this Section 3. Notwithstanding the foregoing, the calculations and adjustments set forth above shall not result in any delay in payment of benefits under this Plan.

4.     DEFINITIONS

4.1Capitalized Terms Defined.Capitalized terms used in this Plan shall have the meanings set forth in this
Section 4, unless the context clearly requires a different meaning.

4.2   "Cause" means:



4.3   "Code" means the Internal Revenue Code of 1986, as amended.

4.4   "Change of Control" means:



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4.5   "Company" shall mean Caliper Life Sciences, Inc. and, following a Change of Control, any Successor that agrees to
assume, or otherwise becomes bound to by operation of law, all the terms and provisions of this Plan.

4.6   "Constructive Termination Upon Change of Control" means the termination of employment by an Eligible Participant for Good
Reason, as defined in this Plan, within thirteen (13) months after the occurrence of any Change of Control;providedthat "Constructive
Termination Upon Change of Control" shall not include any termination of the employment of an Eligible Participant (i) by the Company for Cause; (ii) by the Company as a result of the
Permanent Disability of the Eligible Participant; (iii) as a result of the death of the Eligible Participant; or (iv) as a result of the voluntary termination of employment by the
Eligible Participant for reasons other than Good Reason.

4.7   "Covered Termination" shall mean, with respect to an Eligible Participant for purposes of this Plan, a Termination Upon
Change of Control or a Constructive Termination Upon Change of Control.

4.8   "Effective Date" means December 8, 2010.

4.9   "Eligible Participant" shall mean the President and Chief Executive Officer of the Company, each officer of the Company
that reports directly to either the President or Chief Executive Officer of the Company, and such other additional employees of the Company as may be designated from time to time after the Effective
Date to participate in this Plan by the Compensation Committee of the Board of Directors.

4.10   "Good Reason" means the occurrence of any of the following conditions following a Change of Control,
without the Eligible Participant's informed written consent, which conditions remain in effect thirty (30) days after written notice to the Company from the Eligible Participant of such
condition during which thirty (30) day period the Company has the right to cure the conditions:



4.11   "Permanent Disability" means that:



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4.12   "Successor" means the Company as defined above and any successor or assign (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company.

4.13   "Termination Upon Change of Control" means any actual termination of the employment of an Eligible
Participant by the Company without Cause during the period commencing thirty (30) days prior to the earlier of (i) the date that the Company first publicly announces it is conducting
negotiations leading to a Change of Control, and (ii) the date that the Company enters into a definitive agreement that would result in a Change of Control (even though still subject to
approval by the Company's stockholders and other conditions and contingencies); and ending on the date which is thirteen (13) months after the Change of Control; providedthat "Termination Upon
Change of Control" shall not include any termination of the employment of an Eligible Participant (i) by the
Company for Cause; (ii) by the Company as a result of the Permanent Disability of the Eligible Participant; (iii) as a result of the death of the Eligible Participant; (iv) as a
result of the voluntary termination of employment by the Eligible Participant for reasons other than Good Reason; or (v) if an actual Change of Control does not occur.

5.     EXCLUSIVE REMEDY

5.1Sole Remedy for Covered Terminations.The payments and benefits provided for in Sections 2 and 3
shall constitute an Eligible Participant's sole and exclusive remedy for any alleged injury or other damages arising out of the cessation of the employment relationship between the Eligible
Participant and the Company in the event of the Eligible Participant's Covered Termination,exceptas expressly set forth in a written agreement or in a
duly executed employment agreement between Company and an Eligible Participant, whether entered into before or after the Effective Date.

5.2No Other Benefits Payable.An Eligible Participant shall not be entitled to any other compensation,
benefits, or other payments from the Company as a result of any termination of employment with respect to which the payments and/or benefits described in Sections 2 and 3 have been provided to
the Eligible Participant,exceptas expressly set forth in a written agreement or in a duly executed
employment agreement between Company and an Eligible Participant;providedthat nothing in this Plan shall affect an Eligible Participant's entitlement
to receive outplacement and financial planning services ordinarily available to officers upon the termination of their employment by the Company.

5.3Release of Claims.The Company shall condition payment of the cash severance benefits described in
Section 2.1 of this Plan and the stock option, restricted stock unit, restricted stock, performance share or other equity award acceleration described in Section 2.2 upon the delivery by
Eligible Participant of a signed release of claims in a form reasonably satisfactory to the Company. Such release shall be executed, effective and irrevocable prior to the sixtieth
(60th) day (or such shorter period specified by the Company in accordance with applicable law) following the date of the Covered Termination or the Eligible Participant shall forfeit his
or her benefits hereunder permanently.

6.     PROPRIETARY AND CONFIDENTIAL INFORMATION

The Company shall condition payment of the cash severance benefits described in Section 2.1 of this Plan and the stock option, restricted stock unit,
restricted stock, performance share or other equity award acceleration described in Section 2.2 upon the Eligible Participant's acknowledgment of his or her continuing obligation to abide by
the terms and conditions of the Company's confidentiality and/or proprietary rights agreement between the Eligible Participant and the Company.

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7.     NON-SOLICITATION

7.1Agreement Not to Solicit.The Company shall condition payment of the cash severance benefits described in
Section 2.1 of this Plan and the stock option, restricted stock unit, restricted stock, performance share or other equity award acceleration described in Section 2.2 upon an Eligible
Participant's agreement, for a period of two (2) years after the Eligible Participant's Covered Termination, to not, directly or indirectly, solicit the services or business of any employee,
distributor, vendor, representative or customer of the Company, or in any other manner persuade any such person or entity to discontinue that person's or entity's relationship with or to the Company.

7.2Other Agreements Not Superseded.No provision of this Plan shall supersede or limit the terms, including
more restrictive terms, of any other agreement by an Eligible Participant to refrain from competition with or from soliciting the employees or customers of the Company.

8.     ARBITRATION

8.1Disputes Subject to Arbitration.Any claim, dispute or controversy arising out of this Plan, the
interpretation, validity or enforceability of this Plan, or the alleged breach thereof shall be submitted by the parties to binding arbitration by the American Arbitration Association; provided, that
(i) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade
secrets, confidential and proprietary information or other intellectual property of the Company upon an Eligible Participant or any third party; and (ii) this arbitration provision shall not
preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of
the Company's intellectual property. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

8.2Site of Arbitration.The site of the arbitration proceeding shall be either Boston, Massachusetts or San
Francisco, California, depending on which city is closer to the office of the Company where the Eligible Participant was employed by the Company.

9.     OTHER BENEFIT PLANS; NONCUMULATION OF BENEFITS

9.1No Limitation of Regular Benefit Plans.Except as provided in Section 9.2 below, this Plan is not
intended to and shall not affect, limit or terminate any plans, programs, or arrangements of the Company that are regularly made available to a significant number of employees, officers or executives
of the Company, including without limitation the Company's stock option plans.

9.2Noncumulation of Benefits.An Eligible Participant may not cumulate cash severance payments, stock option,
restricted stock or other equity award acceleration and excise tax reimbursement benefits under both this Plan and any other agreement or plan or policy of the Company, any statutory or legal
allowance or provision, or otherwise. If an Eligible Participant has any other binding written agreement with the Company which provides that upon a Change of Control or termination of employment such
Eligible Participant shall receive one or more of the benefits described in Sections 2 and 3 of this Plan
(i.e., the payment of cash compensation or prorated bonus, acceleration of vesting of stock options, restricted stock rights or other equity award, and adjustments or payments relating to
federal excise tax), then with respect to those benefits the aggregate amounts payable under this Plan shall be reduced by the amounts paid or payable under such other and separate agreements.

10.   SUCCESSORS AND ASSIGNS

10.1Successors of the Company.The Company will require any Successor expressly, absolutely and unconditionally
to assume and agree to perform this Plan in the same manner and to the same

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extent
that the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Company to obtain such agreement shall be a material breach of this Plan.

10.2No Assignment of Rights.Except as set forth in Section 10.3, the interest of any Eligible
Participant in this Plan or in any distribution to be made under this Plan may not be assigned, pledged, alienated, anticipated, or otherwise encumbered (either at law or in equity) and shall not be
subject to attachment, bankruptcy, garnishment, levy, execution, or other legal or equitable process. Any act in violation of this Section 10.2 shall be void.

10.3Heirs and Representatives of Eligible Participant.An Eligible Participant's accrued rights under this Plan
shall inure to the benefit of and be enforceable by an Eligible Participant's personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees.

11.   NOTICES

For purposes of this Plan, notices and all other communications permitted or provided for in this Plan shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows:

If to the Company:

Caliper Life Sciences, Inc.
Attention: General Counsel
63 Elm Street
Hopkinton, MA 01748


and
if to an Eligible Participant at the most recent address recorded in the records of the Company. Either party may provide the other with notices of change of address, which shall be effective upon
receipt.

12.   AUTHORITY OF THE BOARD OF THE COMPANY

The Board of the Company, or a designated subcommittee thereof, shall have the authority to administer the Plan, interpret the provisions of the Plan and to
determine any question arising under, or in connection with the administration or operation of, the Plan, including, without limitations, questions of fact. If applicable, the Plan shall be
interpreted and administered in a manner consistent with Section 409A.

13.   SEVERABILITY OF PROVISIONS

If anyone or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions (or any part thereof) shall not in any way be affected or impaired thereby.

14.   AMENDMENT, SUSPENSION OR TERMINATION

At any time after the Effective Date of this Plan and prior to the date thirty (30) days before the earlier of (i) the date that the Company first
publicly announces it is conducting negotiations leading to a Change of Control, or (ii) the date that the Company enters into a definitive agreement that would result in a Change of Control
(even though still subject to approval by the Company's stockholders and other conditions and contingencies), the Board of Directors of the Company shall have the right to amend, suspend or terminate
this Plan at any time and for any reason. Notwithstanding the preceding sentence, however, no amendment or termination of this Plan shall reduce any Eligible Participant's rights or benefits that have
accrued and become payable under this Plan before the date the
amendment is adopted or this Plan is terminated, as appropriate. Any such amendment shall comply with the requirements of Section 409A, if applicable.

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15.   EFFECTIVE DATE

The Effective Date of this Plan is December 8, 2010. This Plan amends and restates in its entirety, and supersedes and replaces, the Plan adopted by the
Company's Board of Directors on February 16, 2005 (and amended and restated in its entirety on November 4, 2008), which itself amended and restated the Change of Control Sr. Mgmt
Severance/Equity Acceleration Plan adopted by the Company's Board of Directors on December 6, 2000.

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