exhibit10_2.htm


    [Form as of
3/__/08] 

      Exhibit
10.2

    

     

     

    THERMO
FISHER SCIENTIFIC INC.

     

    PERFORMANCE
RESTRICTED STOCK AGREEMENT

     

     

     

    Granted
Under

     

    2005
Stock Incentive Plan

     

     

    
      



      
        	
                1.  

              	
                Award
      of Restricted
Shares.

              


      

    

     

    This
agreement sets forth the terms and conditions of an award by Thermo Fisher
Scientific Inc., a Delaware corporation
(the “Company”), on _____________, 2008 (the "Award Date") to
_____________________ (the “Participant”) of ______ shares (the "Base Restricted
Shares") of common stock, $1.00 par value, of the Company (“Common Stock”)
pursuant to the terms, conditions and restrictions set forth in this Agreement
and in the Company’s 2005 Stock Incentive Plan (the “Plan”).  In
addition to the Base Restricted Shares, the Participant may vest as to an
additional amount of shares (the “Incremental Restricted Shares”) of Common
Stock up to 60% of the amount of the Base Restricted Shares, also pursuant to
the terms, conditions and restrictions set forth in this Agreement and the
Plan.  The Base Restricted Shares and the Incremental Restricted
Shares are together referred to in this Agreement as the “Restricted
Shares.”  Capitalized terms used in this Agreement and not otherwise
defined shall have the same meaning as in the Plan.

     

    
      	
              2.  

            	
              Vesting
      Schedule.

            


    

     

    Except as
otherwise provided in paragraphs (b) through (d) of Section 3, the restrictions
set forth in this Agreement shall lapse and the Base Restricted Shares and
Incremental Restricted Shares shall vest in accordance with Schedule
A attached hereto and incorporated herein; provided,
that on each vesting date referenced in Schedule
A, the Participant is, and has been at all times since the Award Date, an
employee, officer or director of, or consultant or advisor to, the Company or
any other entity the employees, officers, directors, consultants, or advisors of
which are eligible to receive restricted stock awards under the Plan (an
“Eligible Participant”).

     

    
      	
              3.

            	
              Forfeiture.

            


    

     

    (a)           Termination
of Relationship with the Company.  In the event that the
Participant ceases to be an Eligible Participant for any reason other than those
set forth in paragraphs (b) through (d) below after the First Vesting Date but
before the Third Vesting Date, the Restricted Shares that have not previously
vested shall be immediately forfeited to the Company.  For the
avoidance of doubt and notwithstanding the provisions of Section 9(b)(5) of the
Plan, if a Participant’s employment with the Company terminates for any reason
(and regardless of whether a Change in Control Event has occurred) prior to the
First Vesting Date, all Restricted Shares shall be forfeited at the time of
employment termination.

     

    (b)           Death
or Disability.  In the event that the Participant's employment
with the Company or a Subsidiary is terminated by reason of death or
"disability" (as defined below) after the First Vesting Date but before the
Third Vesting Date, the Restricted Shares that have not previously vested shall
vest 100% upon the date of such death or disability.  For the purposes
of this Agreement, a Participant shall be deemed to be "disabled" at such time
as the Participant is receiving disability benefits under the Company's Long
Term Disability Coverage, as then in effect.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    (c)           Discharge
by the Company other than for Cause.  In the event that the
Participant's employment with the Company is terminated by the Company other
than for "Cause" (as defined in the Plan) or by the Participant for “Good
Reason”, in each case, within 18 months of a Change in Control Event, after the
First Vesting Date but before the Third Vesting Date, the Restricted Shares that
have not previously vested shall vest 100% upon the effective date of such
termination.

     

    (d)           Retirement.  If
the Participant "retires" from the Company after the First Vesting Date but
before the Third Vesting Date, the Restricted Shares that have not previously
vested shall vest 100% upon the effective date of such retirement, provided
that the retirement date occurs at least one year after the Award
Date.  For the purposes of this Agreement, a Participant shall be
deemed to have "retired" upon his or her resignation from employment with the
Company either (i) after the age of 55 and the completion of 10 continuous years
service to the Company comprising at least 20 hours per week or (ii) after the
age of 60 and the completion of 5 continuous years service to the Company
comprising at least 20 hours per week.

     

     

    
      	
              4.

            	
              
                Restrictions
      on Transfer.

              

            


    

     

    The
Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise
encumbered or disposed of except by will or laws of descent and distribution
unless and until such Restricted Shares shall have vested as provided in this
Agreement and in the Plan.  Notwithstanding the foregoing, the Company
consents to the gratuitous transfer of the Restricted Shares that have not
vested to or for the benefit of any immediate family member, family trust or
family partnership established solely for the benefit of the Participant and/or
an immediate family member; provided
that with respect to such proposed transferee the Company would be eligible to
use a Form S-8 for the registration of the sale of Common Stock constituting the
Restricted Shares under the Securities Act of 1933, as amended; and provided
further
that such Restricted Shares shall remain subject to the terms and conditions of
this Agreement (including without limitation forfeiture and restrictions on
transfer) and the Company shall not be required to recognize any such transfer
until such time as the Participant and the permitted transferee shall, as a
condition to such transfer, deliver to the Company a written instrument in form
and substance satisfactory to the Company confirming that such transferee shall
be bound by all of the terms and conditions of this Agreement.

     

     

    
      	
              5.  

            	
              Escrow.

            


    

    
       

    

    (a)           Appointment.  The
Participant irrevocably authorizes the Company to deposit with the Secretary of
the Company (in such capacity, the “Escrow Agent”) any certificates evidencing
Restricted Shares, to be held by the Escrow Agent hereunder, and any additions
and substitutions to said Restricted Shares.  For purposes of this
Section 5, “Restricted Shares” shall be deemed to include any additional or
substitute property.  The Participant does hereby irrevocably
constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent
for the term of this escrow to execute with respect to such Restricted Shares
all documents necessary or appropriate to make such Restricted Shares negotiable
and to complete any transaction herein contemplated.  Subject to the
terms of this Agreement, the Participant shall exercise all rights and
privileges of a stockholder of the Company while the Restricted Shares are held
by the Escrow Agent.  The Participant shall, upon request of the
Escrow Agent, deliver to the Escrow Agent a stock assignment duly endorsed in
blank, in the form provided by the Company, and hereby instructs the Company to
deliver to the Escrow Agent, on behalf of the Participant, the certificate(s)
evidencing the Restricted Shares.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    (b)           Withdrawal.  The
Participant shall have the right to withdraw from escrow any Restricted Shares
that have vested (as provided in this Agreement).

     

    (c)           Duties
of Escrow Agent.  The Escrow Agent shall be obligated only for
the performance of such duties as are specifically set forth herein and may rely
and shall be protected in relying or refraining from acting on any instrument
reasonably believed by him to be genuine and to have been signed or presented by
the proper party or parties.  The Escrow Agent shall not be personally
liable for any act he may do or omit to do hereunder as Escrow Agent or as
attorney-in-fact of the Participant while acting in good faith and in the
exercise of his good judgment.  The Escrow Agent is hereby expressly
authorized to disregard any and all warnings given by any of the parties or by
any other person or entity, excepting only orders or process of courts of law,
and is hereby expressly authorized to comply with and obey orders, judgments or
decrees of any court.  If the Escrow Agent is uncertain of any actions
to be taken or instructions to be followed, he may refuse to act in the absence
of an order, judgment or decrees of a court.  In case the Escrow Agent
obeys or complies with any such order, judgment or decree of any court, he shall
not be liable to any of the parties or to any other person or entity, by reason
of such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.  The Escrow Agent shall not be
liable in any respect on account of the identity, authority or rights of the
parties executing or delivering or purporting to execute or deliver this
Agreement or any documents or papers deposited or called for
hereunder.  It is understood and agreed that if the Escrow Agent
believes a dispute has arisen with respect to the delivery and/or ownership or
right of possession of the securities held by him hereunder, the Escrow Agent is
authorized and directed to retain in his possession without liability to anyone
all or any part of said securities until such dispute shall have been settled
either by mutual written agreement of the parties concerned or by a final order,
decree or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but he shall be under no
duty whatsoever to institute or defend any such proceedings.  The
Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he
ceases to be Secretary of the Company, in which case the successor as Secretary
of the Company shall become Escrow Agent hereunder.

    
       

       

    

    
      	
              6.  

            	
              Restrictive
      Legends.

            


    

     

    (a)           Legended
Certificates.   All certificates representing unvested
Restricted Shares shall have affixed thereto legends in substantially the
following form, in addition to any other legends that may be required under
federal or state securities laws:

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    “THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER) OF THE ISSUER’S
2005 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER
AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN
INTEREST).  COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR
INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE
ISSUER.”

     

    (b)           Book
Entry.  If unvested Restricted Shares are held in book entry
form, the Participant agrees that the Company may give stop transfer
instructions to the depository to ensure compliance with the provisions of this
Agreement.  The Participant hereby (i) acknowledges that the unvested
Restricted Shares may be held in book entry form on the books of the Company’s
depository (or another institution specified by the Company), and irrevocably
authorizes the Company to take such actions as may be necessary or appropriate
to effectuate a transfer of the record ownership of any such shares that are
unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a
precondition to the issuance of any certificate or certificates with respect to
unvested Restricted Shares, one or more stock powers, endorsed in blank, with
respect to such shares, and (iii) agrees to sign such other powers and take such
other actions as the Company may reasonably request to accomplish the transfer
or forfeiture of any unvested Restricted Shares that are forfeited
hereunder.

     

    
      	
              7.  

            	
              Unrestricted
      Shares.

            


    

     

    As soon as practicable
following the vesting of any Restricted Shares the Company shall cause a
certificate or certificates covering such shares, without the legend contained
in Section 6(a) of this Agreement, to be issued and delivered to the
Participant, subject to the payment by the Participant by cash or other means
acceptable to the Company of any federal, state, local and other applicable
taxes required to be withheld in connection with such vesting.  The
Participant understands that once a certificate has been delivered to the
Participant in respect of Restricted Shares which have vested, the Participant
will be free to sell the shares of Common Stock evidenced by such certificate,
subject to applicable requirements of federal and state securities
laws.

     

    
      	
              8.  

            	
              Dividends
      and Voting Rights.

            


    

     

    The
Participant shall be entitled to any and all dividends or other distributions
paid with respect to the Restricted Shares which have not been forfeited or
otherwise disposed of and shall be entitled to vote any such Restricted Shares;
provided,
however,
that any property (other than cash) distributed with respect to the
Restricted Shares, including without limitation a distribution of shares of the
Company's stock by reason of a stock dividend, stock split or otherwise, or a
distribution of other securities based on the ownership of Restricted Shares,
shall be subject to the restrictions of this Restricted Stock Agreement in the
same manner and for so long as the Restricted Shares remain subject to such
restrictions, and shall be forfeited to the Company if and when the Restricted
Shares are so forfeited.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              9.

            	
              Withholding
      Taxes; Section 83(b)
Election.

            


    

     

    (a) The
Participant expressly acknowledges that the award of the Restricted Shares to
the Participant or the vesting thereof will give rise to "wages" subject to
withholding.  The Participant expressly acknowledges and agrees that
the Participant's rights
hereunder are subject to the Participant's paying
to the Company in cash (or by the delivery of previously acquired shares of
Common Stock or by having the Company hold back from the shares to be delivered,
shares of Common Stock having a Fair Market Value calculated to satisfy the
withholding requirement) all federal, state, local and any other applicable
taxes required to be withheld in connection with such award or vesting; provided,
however,
except as otherwise provided by the Board, the total tax withholding where stock
is being used to satisfy such tax obligations cannot exceed the Company’s
minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to such supplemental taxable income).  If the
withholding obligation is not satisfied by the Participant promptly, the
Participant acknowledges and agrees that the Company has the right (without
further consent from the Participant) to deduct any federal, state or local
taxes of any kind required by law to be withheld with respect to the award of
the Restricted Shares to the Participant or the vesting thereof from payments of
any kind otherwise due to the Participant (including but not limited to, the
hold back from the shares to be delivered pursuant to Section 7 of this
Agreement of that number of shares calculated to satisfy all such federal,
state, local or other applicable taxes required to be withheld in connection
with such award or vesting).

     

    (b) The
Participant has reviewed with the Participant’s own tax advisors the federal,
state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement.  The Participant is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents.  The Participant understands that
the Participant (and not the Company) shall be responsible for the Participant’s
own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement.  The Participant
understands that it may be beneficial in some circumstances to elect to be taxed
at the time the Restricted Shares are awarded rather than when and as the
restrictions thereon lapse by filing an election under Section 83(b) of the Code
with the I.R.S. within 30 days from the date of award.

     

    THE
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND
NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE
PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
THE PARTICIPANT’S BEHALF.

     

    10.           No
Right To Employment or Other Status.  The grant of an award of
Restricted Shares shall not be construed as giving the Participant the right to
continued employment or any other relationship with the Company.  The
Company expressly reserves the right at any time to dismiss or otherwise
terminate its relationship with the Participant free from any liability or claim
under the Plan or this Agreement, except as expressly provided
herein.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    11.           Conflicts
With Other Agreements.  In the event of any conflict or
inconsistency between the terms of this Agreement and any employment, severance
or other agreement between the Company and the Participant, the terms of this
Agreement shall govern.

     

    12.           Governing
Law.  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware without regard to any
applicable conflicts of laws.

     

     

     

    
 

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

    
      


      


      
        	 
      	
                THERMO
      FISHER SCIENTIFIC INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                 

              
	 	
                Title:

              	 
	 
      	Address:	
                 

              
	 
      	 
      	
                 

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 [Name
      of Participant]
	 	 	 
	 	 Address: