tmok2009ex10_25.htm


    Exhibit
10.25

     

    

      


      NONCOMPETITION
AGREEMENT

      


      THIS AGREEMENT, dated as of _________
__, 2008 and effective as of January 1, 2009 is made by and between
__________________ (the "Employee"), and
Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices
are located at 81 Wyman Street, Waltham, Massachusetts 02454 ("Employer").

      


      WHEREAS, Employer, including its
subsidiaries and affiliates, is the world leader in the manufacture, development
and distribution of scientific and diagnostic instruments, equipment, supplies,
workstations and chemicals used by clinical and research laboratories,
universities and other life and health sciences customers, as well as diagnostic
instruments, test materials and related products for clinical laboratories; and
teaching aids for science education.  In addition, Employer is a
leading supplier of occupational health and safety products and maintenance,
repair and operating materials. Employer is also a pioneer in the development of
electronic and internet purchasing, marketing and distribution
systems.

      


      WHEREAS, Employer has developed and
continues to develop and use certain trade secrets, customer lists and other
proprietary and confidential information and data, which Employer has spent a
substantial amount of time, effort and money, and will continue to do so in the
future, to develop or acquire such proprietary and confidential information and
to promote and increase its good will.

      


      NOW, THEREFORE, in consideration of
Employee’s continued employment by Employer or a subsidiary or affiliate
thereof, and Employee’s compensation, in particular additional valuable
consideration including, but not limited to Employee’s eligibility to
participate in Employer’s Executive Severance Policy, which is conditioned, at
least in part, upon Employee’s execution and delivery of this Agreement,
Employee understands and agree to the following:

      


      Section
1.            
Employee recognizes and acknowledges that it is essential for the proper
protection of the Employer’s legitimate business interests that Employee be
restrained for a reasonable period following the termination of Employee’s
employment with the Employer, either voluntarily or involuntarily, from
competing with Employer as set forth below.

      


      Employee acknowledges and agrees that
during the term of Employee’s employment with Employer, and for a period of
eighteen (18) months thereafter, Employee will not, directly or indirectly,
engage, participate or invest in or be employed by any business within the
Restricted Area, as defined below, which: (i) develops or manufactures products
which are competitive with or similar to products developed or manufactured by
Employer; (ii) distributes, markets or otherwise sells, either through a
direct sales force or through the use of the Internet, products manufactured by
others which are competitive with or similar to products distributed, marketed
or sold by Employer; or (iii) provide services, including the use of the
Internet to sell, market or distribute products, which are competitive with or
similar to services provided by Employer, including, in each case, any products
or services Employer has under development or which are the subject of active
planning at any time during the term of Employee’s employment. The
foregoing restrictions shall apply regardless of the capacity in which Employee
engages, participates or invests in or is employed by a given business, whether
as owner, partner, shareholder, consultant, agent, employee, co-venturer or
otherwise.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      “Restricted Area” shall mean each state
and territory of the United States of America and each country of the world
outside of the United States of America in which Employer had developed,
marketed, sold and/or distributed its products and/or services within the last
two (2) years of Employee’s employment.

      


      Section
2.            
During the term of Employee’s employment with Employer and for a period of
eighteen (18) months after termination of the Employee’s employment with the
Employer for any reason, Employee will not: (i) employ, hire, solicit, induce or
identify for employment or attempt to employ, hire, solicit, induce or identify
for employment, directly or indirectly, any employee(s) of the Employer to leave
his or her employment and become an employee, consultant or representative of
any other entity including, but not limited to, Employee’s new employer, if any;
and/or (ii) solicit, aid in or encourage the solicitation of, contract with, aid
in or encourage the contracting with, service, or contact any person or entity
which is or was, within the two (2) years prior to Employee’s termination of
employment with Employer, a customer or client of Employer, for purposes of
marketing, offering or selling a product or service competitive with
Employer.

      


      Section
3.             For
the period of eighteen (18) months immediately following the end of Employee’s
employment by Employer, Employee will inform each new employer, prior to
accepting employment, of the existence of this Agreement and provide that
employer with a copy of this Agreement.

      


      Section
4.             Employee
understands and agrees that the provisions of this section shall not prevent
Employee from acquiring or holding publicly  traded
stock or other publicly traded securities of a business, so long as Employee’s
ownership does not exceed 1% percent of the outstanding securities of such
company of the same class as those held by Employee or from engaging in any
activity or having an ownership interest in any business that is reviewed by the
Board of Directors of Employer.

      


      Section
5.             Employee
acknowledges that the time, geographic and scope of activity limitations set
forth herein are reasonable and necessary to protect the Employer’s legitimate
business interests.  However, if in any judicial proceeding a court
refuses to enforce this Agreement, whether because the time limitation is too
long or because the restrictions contained herein are more extensive (whether as
to geographic area, scope of activity or otherwise) than is necessary to protect
the legitimate business interests of Employer, it is expressly understood and
agreed between the parties hereto that this Agreement is deemed modified to the
extent necessary to permit this Agreement to be enforced in any such
proceedings.

      


      Section
6.            
Employee further acknowledges and agrees that it would be difficult to measure
any damages caused to Employer which might result from any breach by Employee of
any of the promises set forth in this Agreement, and that, in any event, money
damages would be an inadequate remedy for any such
breach.  Accordingly, Employee acknowledges and agrees that if he or
she breaches or threatens to breach, any portion of this Agreement, Employer
shall be entitled, in addition to all other remedies that it may have: (i) to an
injunction or other appropriate equitable relief to restrain any such breach
without showing or proving any actual damage to Employer; and (ii) to be
relieved of any obligation to provide any further payment or benefits to
Employee or Employee’s dependents.


      
        
           


        

        
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Section
7.             Employee
acknowledges and agrees that should it become necessary for Employer to file
suit to enforce the covenants contained herein, and any court of competent
jurisdiction awards the Employer any damages and/or an injunction due to the
acts of Employee, then the Employer shall be entitled to recover its reasonable
costs incurred in conducting the suit including, but not limited, reasonable
attorneys’ fees and expenses.

      


      Section
8.             The
Employee acknowledges and agrees that this Agreement does not constitute a
contract of employment and does not imply that Employer or any of its
subsidiaries will continue the Employee's employment for any period of
time.

      


      Section
9.             This
Agreement represents the entire understanding of the parties with respect to the
subject matter hereof and any previous agreements or understandings between the
parties regarding the subject matter hereof are merged into and superseded by
this Agreement.

      


      Section
10.           This
Agreement cannot be modified, amended or changed, nor may compliance with any
provision hereof be waived, except by an instrument in writing executed by the
party against whom enforcement of such modification, amendment, change or waiver
is sought.  Any waiver by a party of the breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other breach
of such provision or of any breach of any other provision of this
Agreement.  The failure of a party to insist upon strict compliance
with any provision of this Agreement at any time shall not deprive such party of
the right to insist upon strict compliance with such provision at any other time
or of the right to insist upon strict compliance with any other provision hereof
at any time.

      


      Section
11.           All
notices, requests, demands, consents and other communications which are required
or permitted hereunder shall be in writing, and shall be deemed given when
actually received or if earlier, two days after deposit with the U.S. postal
authorities, certified or registered mail, return receipt requested, postage
prepaid or two days after deposit with an internationally recognized air courier
or express mail, charges prepaid, addressed as follows:

      


      If to Employer:

      


      Thermo Fisher Scientific
Inc.

      81 Wyman Street

      Waltham,
Massachusetts  02454

      Attention:  General
Counsel

      


      If to the Employee, at the address set
forth above, or to such other address as any party hereto may designate in
writing to the other party, specifying a change of address for the purpose of
this Agreement.


      
        
           


        

        
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                      Section
12.           This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

      


      Section
13.           This
Agreement shall be construed and interpreted in accordance with, and shall be
governed exclusively by, the laws of the Commonwealth of Massachusetts and the
federal laws of the United States of America.

      


      Section
14.           THE
EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND
HAS HAD ADEQUATE TIME AND OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE
EMPLOYEE'S OWN CHOOSING REGARDING THE MEANING OF THE TERMS AND CONDITIONS
CONTAINED HEREIN, AND THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE FULLY
UNDERSTANDS THE CONTENT AND EFFECT OF THIS AGREEMENT AND AGREES TO ALL OF THE
PROVISIONS CONTAINED HEREIN.

      


      IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.

       

      EMPLOYEE:                                                                     
THERMO FISHER SCIENTIFIC INC.

      


      


      __________________________         By:
________________________________

      [Insert
Name]                                                                            
Name:

                                                                                                          
Title:

       

       

      


      


      



      
        
           


        

        
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