tmoq208ex10_1.htm


     

     

    
                                                                   
   Exhibit
10.1

      [Director
Form as of 7/10/08]

      [Text
that appears in brackets should be added to the agreement as
appropriate.]


    

    
       

    

    THERMO
FISHER SCIENTIFIC INC.

     

    NONSTATUTORY STOCK OPTION
AGREEMENT

     

    


     

    Granted
Under

     

    [NAME OF EQUITY INCENTIVE
PLAN]

     

    


     

    1.      
  Grant of
Option.

     

    This
agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware
corporation (the “Company”), on [        ],
200[ ] (the “Grant
Date”) to [        ]
(the “Participant”), a director of the Company, of an Option to purchase, in
whole or in part, on the terms provided herein and in the Company’s [Name of Equity
Incentive Plan]
(the “Plan”), a total of [        ]
shares (the “Shares”) of common stock, $1.00 par value per share, of
the Company (“Common Stock”) at $[        ]
per Share.  Unless earlier terminated, this Option shall expire at
5:00 p.m., Eastern time, on [        ] (the “Final Exercise
Date”).

     

    It is
intended that the Option evidenced by this agreement shall not be an incentive
stock option as defined in Section 422 of the Code.  Except as
otherwise indicated by the context, the term “Participant”, as used in this
Option, shall be deemed to include any person who acquires the right to exercise
this Option validly under its terms.  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 (d) and
(e) of Section 3 below and the Plan, this Option will become exercisable
(“vest”) as to ____.  [The vesting of
this Option shall be in accordance with the provision of the Plan.  In
the event of this Option vests based solely on the passage of time, insert the
following in the blank above:  "[   ]% of the original
number of Shares on the [____] anniversary of the Grant Date and as to an
additional [   ] % of the
original number of Shares at the end of [each] anniversary of the Grant Date
following the first anniversary of the Grant Date until the [____] anniversary
of the Grant Date"] The right of exercise
shall be cumulative so that to the extent the Option is not exercised in any
period to the maximum extent permissible it shall continue to be exercisable, in
whole or in part, with respect to all Shares for which it is vested until the
earlier of the Final Exercise Date or the termination of this Option under
Section 3 hereof.

     

    3. 
   Exercise of
Option.

     

    (a)   
  Form of Exercise.  Each
election to exercise this Option shall be in accordance with such procedures as
the Company may establish from time to time.

     

    (b)        
 Continuous Relationship with
the Company Required.  Except as otherwise provided in this
Section 3, this Option may not be exercised unless the Participant, at the
time he or she exercises this Option, is, and has been at all times since the
Grant Date, a director of the Company or any other entity the directors of which
are eligible to receive Option grants under the Plan (an “Eligible
Participant”).

     

    (c)          Termination of Relationship
with the Company.  If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in paragraphs (d) and
(e) below, the right to exercise this Option shall terminate three months after such
cessation (but in no event after the Final Exercise Date), provided that this Option
shall be exercisable only to the extent that the Participant was entitled to
exercise this Option on the date of such cessation.

     

    (d)       
  Death or
Disability.  If the Participant dies or becomes disabled prior
to the Final Exercise Date while he or she is an Eligible Participant, this
Option shall vest and become 100% exercisable upon the date of such death or
disability and the right to exercise this Option shall terminate one year
following such date (but in no event after the Final Exercise
Date).

     

    (e)          Change in Control
Event.   If the Participant’s service is terminated by the
Company within 18 months following a Change in Control Event, this Option shall
vest and become 100% exercisable upon the date of such termination of service
and the right to exercise this Option shall terminate one year following such
date (but in no event after the Final Exercise Date).

     

    4.           
 Nontransferability of
Option.  This Option may not be sold, assigned, transferred,
pledged or otherwise encumbered by the Participant, either voluntarily or by
operation of law, except by will or the laws of descent and distribution, and,
during the lifetime of the Participant, this Option shall be exercisable only by
the Participant.  Notwithstanding the foregoing, the Company consents
to the gratuitous transfer of this Option by the Participant 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 thereof; 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 the Common Stock subject to such Option
under the Securities Act of 1933, as amended; and provided further that the
Company shall not be required to recognize any such transfer until such time as
the Participant and such 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.           
 Provisions of the
Plan.  This Option is subject to the provisions of the Plan, a
copy of which is furnished to the Participant with this Option.

     

    6.           
 Governing
Law.  This Option shall be governed by and interpreted in
accordance with the laws of the State of Delaware, without regard to any
applicable conflicts of law.

     

     

              
IN WITNESS WHEREOF, the Company has caused this Option to be executed under its
corporate seal by its duly authorized officer.  This Option shall take
effect as a 

    sealed
instrument.

     

    


    
      	 
      	
              THERMO
      FISHER SCIENTIFIC INC.

               

            
	
              Dated:
      ___________________

            	
              By:
      ____________________________________

            
	 
      	 
      	
              Name:

            	
              __________________________

            
	 
      	 
      	
              Title:  

            	
              ____________________________