exv10w57



 



EXHIBIT 10.57


EMPLOYMENT AGREEMENT



     This Employment Agreement (the “Agreement”) is made and entered into by
and between Invitrogen Corporation (along with its successors and assigns, the
“Company”) and Gregory T. Lucier (the “Executive”) to be effective as of May
26, 2003.


     1.     Duties and Scope of Employment.


          (a) Positions and Duties. Executive will serve as President and Chief
Executive Officer of the Company beginning May 30, 2003 (the “Employment
Date”). Executive will render business and professional services in the
performance of Executive’s duties that are consistent with Executive’s position
within the Company and as are reasonably assigned to Executive by the Board of
Directors of the Company (the “Board”). The period of Executive’s employment
under this Agreement is referred to herein as the “Employment Term.” The
Employment Term shall commence upon the Employment Date.



          (b) Board Membership. Throughout the Employment Term, Executive will
serve as a member of the Board, subject to any required Board or stockholder
approval. Executive will be appointed Chairman of the Board by the first
anniversary of the Employment Date and shall serve as Chairman of the Board for
the duration of the Employment Term thereafter, subject to any required Board
or stockholder approval, and provided that no law, regulation, or rule of a
stock exchange or national market system upon which the Company’s stock is
traded mandates the separation of the positions of Chairman of the Board and
Chief Executive Officer. The parties acknowledge that it is the current
intention of the Board to appoint one of its members as Lead Director at the
time the Executive is appointed Chairman of the Board and that such Lead
Director shall perform such services relating to Board meetings and
interactions between the Board and management as shall be determined by the
Board, and the parties agree that such appointment shall not be deemed to be
included in the definition of “Good Reason” in Section 5(g) of this Agreement.



          (c) Obligations. During the Employment Term, Executive will devote
Executive’s full business efforts and time to the Company. For the duration of
the Employment Term, Executive agrees not to engage actively in any other
employment, occupation or consulting activity for any direct or indirect
remuneration without the prior approval of the Board, which approval will not
be unreasonably withheld; provided, however, that Executive may, without the
approval of the Board, serve in any capacity with any civic, educational,
charitable or professional organization to the extent such service does not
impair Executive’s performance of his duties to the Company, and subject to the
requirements of the New Hire Documents described in Section 6 herein.



     2.     At-Will Employment. Executive and the Company acknowledge that this
employment relationship may be terminated at any time with or without good
cause or for any or no cause, at the option either of the Board or Executive.
Executive understands and agrees that

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neither Executive’s job performance nor promotions, commendations, bonuses or the
like from the Company give rise to or in any way serve as the basis for
modification, amendment, or extension, by implication or otherwise, of
Executive’s employment with the Company. However, as described in this
Agreement, Executive may be entitled to severance benefits depending upon the
circumstances of Executive’s termination of employment.


     3. Compensation.


          (a)
Base Salary. The Company will pay Executive as compensation for
Executive’s services a base salary at the annualized rate of $750,000 per year
of the Employment Term (the “Base Salary”). The Base Salary will be paid
through payroll periods that are consistent with the Company’s normal payroll
practices and will be subject to the usual, required withholding. The Base
Salary will be reviewed at least annually during the Employment Term by the
Compensation and Organization Committee of the Board (the “C&O Committee”) to
determine whether an increase in the amount of Base Salary is appropriate; the
Base Salary shall not be reduced, except in circumstances in which salary
reductions are applied generally and uniformly to members of senior management
of the Company. Any such increased Base Salary shall thereafter constitute
“Base Salary” for all purposes of this Agreement.



          (b)
Incentive Compensation Plan Bonus. The Executive’s bonus opportunity
pursuant to the Company’s Incentive Compensation Plan (“ICP”) shall be
seventy-five percent (75%) of the Executive’s Base Salary (initially,
$562,500), less applicable withholding (the “ICP Bonus”). For calendar year
2003 a portion of the ICP Bonus, equal to $422,500, is guaranteed and shall be
paid automatically, while the balance of the 2003 ICP Bonus ($140,000) will
only be paid to the Executive if the Company attains its Corporate Financial
Targets (as defined in the ICP and as adjusted by resolution of the C&O
Committee, dated April 23, 2003, to reflect the PanVera acquisition) for the
2003 calendar year, in accordance with the existing ICP as provided to the
Executive, but without giving effect to any adjustment to the Corporate
Financial Targets for 2003 adopted after the Employment Date without the
Executive’s written consent. If the Company exceeds such financial goals,
Executive shall be eligible to participate in any payout that exceeds 100% of
the target bonus in accordance with the ICP. Any portion of the ICP Bonus
guaranteed or earned for 2003 shall be paid in March 2004. Any ICP Bonus
earned after 2003 shall be paid in accordance with the existing ICP then in
effect. Executive acknowledges that the ICP Bonus for periods following 2003
is not guaranteed and shall be payable only upon satisfaction of the annual
financial goals established by the Board or the C&O Committee.



          (c) Signing Bonus. As soon as practicable following the Employment Date,
the Company will pay Executive a one-time signing bonus in the amount of
$750,000 (the “Signing Bonus”), less applicable withholding. If the Executive
voluntarily terminates his employment with the Company without Good Reason (as
such term is defined below) or his employment is terminated by the Company for
Cause (as such term is defined below): (i) prior to completing one (1) year of
service to the Company, the Executive shall repay 100% of the Net Signing Bonus
(as such term is defined below); or (ii) on or after completing one (1) year of
service to the 

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Company and prior to completing two years of service to the Company, the Executive
shall repay two-thirds (2/3) of the Net Signing Bonus ($500,000); or (iii) on
or after completing two (2) years of service to the Company and prior to
completing three years of service to the Company, the Executive shall repay
one-third (1/3) of the Net Signing Bonus ($250,000), which amount shall be due
and payable on the date of such termination of employment. For purposes of
this Agreement, the term “Net Signing Bonus” means an amount equal to the
Signing Bonus minus the sum of all federal, state and local income and
employment taxes payable by the Executive in connection with the Signing Bonus,
assuming for this purpose that the highest marginal tax rates apply.


          (d) LTIP Bonuses. The Company shall pay Executive a long term incentive
bonus (the “LTIP Bonus”) in an amount equal to at least $250,000 per year for
the 2003, 2004, and 2005 calendar years. Each LTIP Bonus will be paid in March
after the end of the year for which such LTIP Bonus is payable, but only if
Executive is employed by the Company on the date such payment is made or as
otherwise provided in Section 5 of this Agreement. Should the Company adopt
any new long term incentive plan covering 2003, 2004 or 2005, the amount of
these LTIP Bonuses will be offset against any incentives and/or other bonuses
the Executive may earn, or becomes entitled to, under the new long term
incentive plan. For any year beginning after the end of 2005, the Executive
will be entitled to any additional LTIP Bonuses in accordance with any plan or
arrangement then in effect as adopted by the Board or the C&O Committee.



          (e) Stock Options. The Executive shall be granted a nonstatutory stock
option to purchase a total of 675,000 shares of the Company’s Common Stock at
an exercise price equal to the closing price of the Company’s Common Stock on
the day immediately preceding the Employment Date (the “Sign-On Option”). The
Sign-On Option will be subject to the terms, definitions and provisions of the
stock option agreement attached hereto as Exhibit A (the “Option Agreement”).
The Sign-On Option shall be treated as a hiring bonus, and is an inducement
essential to the Executive’s accepting employment with the Company and entering
into this Agreement. In addition to the Sign-On Option, the Executive will be
eligible to receive, in the C&O Committee’s discretion, additional grants of
stock options or other equity-based awards to the Executive based on
performance and consistent with the Company’s regular compensation practices
for senior executive officers, taking into account the Executive’s position
relative to other executives. In determining the amount of such additional
grants, the C&O Committee will not consider the Sign-On Option or the
Restricted Stock Award (as defined below) granted to the Executive. The terms
of such future awards will be comparable to the terms of such awards granted to
other senior executive officers.



          (f) Restricted Stock. Effective as of the Employment Date, the Executive
will be granted 75,000 shares of the Company’s Common Stock as an award of
restricted stock (the “Restricted Stock Award”) subject to the terms,
definitions and provisions of the restricted stock agreement attached hereto as
Exhibit B (the “Restricted Stock Agreement”).



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          (g) Employee Benefits. During the Employment Term, Executive will be
entitled to participate in the employee benefit plans currently and hereafter
maintained by the Company of general applicability to other senior executives of the Company,
including, without limitation, the Company’s group medical, dental, vision,
disability, life insurance, flexible-spending account plans and 401(k) plans.
The Company reserves the right to cancel or change the benefit plans and
programs it offers to its employees at any time.



          (h) Business Expenses. During the Employment Term, the Company agrees to
reimburse Executive for reasonable and necessary expenses incurred by him in
connection with the performance of his duties hereunder. Executive shall
submit vouchers, invoices and such other documentation in accordance with
reasonable policies and procedures established by the Company.



     4.     Relocation Expenses. It is agreed that within six months of the
Employment Date Executive will relocate his primary residence to San Diego
County, California (or the nearby area). To facilitate this relocation, the
Executive shall be entitled to the benefits outlined in the Executive
Relocation Policy provided to the Executive.


     5.     Severance. Upon termination of employment for any reason other than a
Change in Control (as such term is defined in the form of agreement attached
hereto as Exhibit C), Executive shall receive payment of (a) his Base Salary,
as then in effect, through the date of termination of employment, (b) all
accrued business and relocation expense reimbursements, (c) all compensation
previously earned but deferred by the Executive (together with any accrued
interest thereon) and not yet paid by the Company, and (d) any other benefits
(other than severance benefits, except as provided below) due to Executive
through the date of termination of employment in accordance with established
Company plans and policies or applicable law (the compensation and benefits
described in clauses (a) through (d), collectively, the “Accrued Obligations”).
In addition, the following shall apply:


          (a) Termination with Good Reason, Involuntary Termination other than for
Cause. If Executive’s employment with the Company is terminated by the Company
involuntarily for a reason other than (i) Cause, (ii) Executive’s becoming
Disabled or (iii) Executive’s death, or if Executive’s employment with the
Company is terminated by the Executive with Good Reason, then, in addition to
payment of the Accrued Obligations and subject to Executive’s compliance with
the provisions in Section 5(d), Executive will be entitled to (x) a one time,
lump sum severance payment equal to 1.5 times the sum of Executive’s Base
Salary and ICP bonus target at such time, subject to the usual, required
withholding; (y) a one-time, lump sum payment equal to the aggregate amount of
LTIP bonuses that Executive would have received had he remained employed with
the Company for 18 months following the date such employment terminated and
assuming 100% achievement of all financial, performance and other targets with
respect to such LTIP bonuses; and (z) continued payment by the Company of the
full cost of the group medical, dental and vision continuation coverage
premiums for Executive and Executive’s eligible dependents for up to 18 months
under the Consolidated



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Budget Reconciliation Act of 1985, as amended (“COBRA”)
and the Company’s group health plans, as then in effect. The amounts
payable to the Executive pursuant to this Agreement shall be determined
without giving effect to any decrease in compensation or benefits that is in
violation of the terms of this Agreement.


          (b) Termination without Good Reason, Involuntary Termination for Cause. 
If the Executive terminates his employment voluntarily with the Company for any
reason, or if Executive’s employment with the Company is terminated for Cause,
then the Executive will receive payment of the Accrued Obligations, but shall
not be entitled to any other compensation or benefits from the Company, except
to the extent provided under the applicable Company benefit plans or as may be
required by law (for example, under COBRA).



          (c) Death or Disability. If Executive’s employment with the Company is
terminated as a result of Death or Disability, then, in addition to payment of
the Accrued Obligations, the Executive or his heirs or estate, as applicable,
will receive (i) payment of the product of (x) the sum of the ICP Bonus, the
LTIP Bonus and any long-term incentive bonus paid or payable but for any
deferral (and annualized for any fiscal year consisting of less than twelve
full months or for which the Executive has been employed for less than twelve
full months) to the Executive for the most recently completed fiscal year
during the Employment Term, and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the date of termination of
employment, and the denominator of which is 365, (ii) payment of any earned or
guaranteed ICP Bonus, long-term incentive bonus or other incentive compensation
payments attributable to prior fiscal years to the extent not theretofore paid,
and (iii) continued payment by the Company of the full cost of the group
medical, dental and vision continuation coverage premiums for Executive and
Executive’s eligible dependents for up to 18 months under COBRA and the
Company’s group health plans, as then in effect.



          (d) Conditions to Receive Severance Package. Except for the Accrued
Obligations, any benefits provided by (i) the terms of this Agreement, (ii) the
applicable provisions of the Option Agreement, and (iii) the applicable
provisions of the Restricted Stock Agreement will be provided to Executive only
if the following conditions are satisfied: (A) Executive complies with all
surviving provisions of the New Hire Documents (as defined below); and (B)
Executive executes and does not revoke, a full general release agreement that
shall include the provisions set forth in Exhibit D, and such other terms that
are agreed upon by the Company and the Executive at such time. Any such
benefits provided by the terms of this Agreement will be provided to Executive
as soon as practicable following Executive’s termination of employment with the
Company and compliance with the foregoing obligations.



          (e) Cause. The Company may terminate the Executive’s employment during
the Employment Term for “Cause” only in accordance with the provisions set
forth herein.



               (i)     For purposes of this Agreement, “Cause” means (A) repeated violations
by the Executive of the Executive’s material responsibilities and material
duties under



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this Agreement which are demonstrably willful and deliberate on
the Executive’s part and which are not remedied in a reasonable period of time
after receipt of written notice from the Company, (B)
commission of an intentional act of fraud, embezzlement or theft by the
Executive in connection with the Executive’s duties or in the course of the
Executive’s employment with the Company or its affiliated companies, (C)
violation of any law, regulation, or rule applicable to the Company’s business
or reputation, including, without limitation securities laws, (D) causing
intentional wrongful damage to property of the Company or its affiliated
companies, (E) intentionally and wrongfully disclosing secret processes or
confidential information of the Company or its affiliated companies, (F)
conviction of, or plea of nolo contendere to, a felony, which conviction or
plea materially harms the business or reputation of the Company, or (G)
participating, without the Company’s express written consent, in the management
of any business enterprise which engages in substantial and direct competition
with the Company or its affiliated companies, provided that in the case of
clauses (A) through (F), any such act or omission shall have been materially
harmful to the Company or its affiliated companies. For purposes of this
definition, no act or failure to act shall be deemed “willful” unless effected
by the Executive not in good faith and without a reasonable belief that such
action or failure to act was in or not opposed to the Company’s best interests.


               (ii)     The Company may not terminate the Executive’s employment for Cause
under clause (B), (C), (D), (E), or (F) of such definition set forth above
unless: (a) the Company provides the Executive with written notice of its
intent to consider termination of the Executive’s employment for Cause,
including a detailed description of the specific reasons which form the basis
for such consideration; (b) within 30 days after the date such notice is
provided, the Executive shall have a reasonable opportunity to appear before
the Board of Directors, with or without legal representation, at the
Executive’s election, to present arguments and evidence on his own behalf to
defend such act or acts, or failure to act, and, if such act or failure to act
is correctable, the Executive shall be given 30 days after such meeting to
correct such act or failure to act; and (c) following presentation to the Board
of Directors as provided in clause (b) above or the Executive’s failure to
appear before the Board of Directors at a date and time specified in the notice
and, following expiration of the 30-day period in which to correct such acts or
failures to act that are correctable, the Executive may be terminated for Cause
only if (1) the Board of Directors, by an affirmative vote of a majority of its
members (excluding the Executive and any other member of the Board of Directors
reasonably believed by the Board of Directors to be involved in the events
leading the Board of Directors to terminate the Executive for Cause),
determines that the acts or failures to act of the Executive specified in the
notice occurred and remained uncorrected, and the Executive’s employment should
accordingly be terminated for Cause; and (2) the Board of Directors provides
the Executive with a written determination setting forth in specific detail the
basis of such termination of employment which are consistent with the reasons
set forth in the notice.



          (f) Disabled. For purposes of this Agreement, “Disabled” means Executive
being unable to perform the principal functions of his duties due to a physical
or mental impairment, but only if such inability has lasted or is reasonably
expected to last for at least six months.



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Whether Executive is Disabled will
be determined by the Board based on evidence provided by one or more physicians
selected by the Board.


          (g) Good Reason. The Executive’s employment may be terminated during the
Employment Period by the Executive for “Good Reason.” For purposes of this
Agreement, “Good Reason” means, without the Executive’s express written consent
(and except in consequence of a prior termination of the Executive’s
employment), the occurrence of any of the following circumstances:



               (i)     a substantial diminution in the Executive’s position, authority,
duties or responsibilities, excluding non-substantial changes in title or
office, and excluding any isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the Company promptly after receipt
of written notice thereof given by the Executive;



               (ii)     any failure by the Board to (A) appoint the Executive as a member of
the Board of Directors as of the Employment Date, (B) elect the Executive as
Chairman of the Board of Directors by the first anniversary of the Employment
Date, provided that no law, regulation, or rule of a stock exchange or national
market system upon which the Company’s stock is traded mandates the separation
of the positions of Chairman of the Board and Chief Executive Officer, or (C)
take all actions within the Board’s authority to maintain continuously
Executive’s positions as Director and Chairman of the Board during the
Employment Term, subject to the proviso in Subsection (B) above;



               (iii)     any failure by the stockholders of the Company during the Employment
Term to elect the Executive as Director, following any proper nomination of the
Executive for election as a Director;



               (iv)     any failure by the Company to comply with any of the provisions of
Section 3 or 4 of this Agreement, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of written notice thereof given by the
Executive;



               (v)     any purported termination of the Executive’s employment for Cause
which is not effected pursuant to the provisions of Section 5(e) of this
Agreement, and for purposes of this Agreement, no such purported termination
shall be effective; or



               (vi)     any failure of the Company to obtain, prior to the closing of any
transaction that results in a Change in Control of the Company (as defined in
the Change-In-Control Agreement), an agreement from any successor, satisfactory
to the Executive in his sole discretion, to assume and agree to perform this
Agreement.



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     6.     Additional Documentation


          (a) Executive Documents. Upon commencement of Executive’s employment
hereunder, the Company agrees to enter into a Change-in-Control Agreement and
an Indemnification Agreement in the forms attached hereto as Exhibits C and E,
respectively (together, the “Executive Documents”).



          (b) Standard New Hire Documents. Upon commencement of employment
hereunder, Executive agrees to execute standard documentation required from all
new employees, including, without limitation, the Company’s Code of Conduct,
Information and Technology Agreement, Trade Secrets Policy, Insider Trading
Policy, and Electronic Communications Policy (together, the “New Hire
Documents”), copies of which have been provided to the Executive.



     7.     Assignment. This Agreement will be binding upon and inure to the
benefit of (a) the heirs, executors and legal representatives of Executive upon
Executive’s death and (b) any successor of the Company. Any such successor of
the Company will be deemed substituted for the Company under the terms of this
Agreement for all purposes. For this purpose, “successor” means any person,
firm, corporation or other business entity which at any time, whether by
purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. None of the rights
of Executive to receive any form of compensation payable pursuant to this
Agreement may be assigned or transferred except by will or the laws of descent
and distribution. Any other attempted assignment, transfer, conveyance or
other disposition of Executive’s right to compensation or other benefits will
be null and void.


     8.     Notices. All notices, requests, demands and other communications
called for hereunder will be in writing and will be deemed given (i) on the
date of delivery if delivered personally, (ii) one (1) day after being sent by
a well established commercial overnight service, or (iii) four (4) days after
being mailed by registered or certified mail, return receipt requested, prepaid
and addressed to the parties or their successors at the following addresses, or
at such other addresses as the parties may later designate in writing:


     If to the Company:



	 	 	 	 
	 	 	Invitrogen Corporation

1600 Faraday Avenue

Carlsbad, CA 92008
	 	 	 	 
	 	 	
Attn:
	Vice President, Human Resources and

General Counsel



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     If to Executive:



	 	 
	 	1022 Fieldstone Lane

Oconomowoc, Wisconsin 53066
	 	 
	 	Or at any updated residential address provided to the Company by the Executive
hereafter.



     9.     Severability. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement will continue in full force and effect without said
provision.


     10.     Entire Agreement. This Agreement, together with the Option Agreement,
Restricted Stock Agreement, Executive Relocation Policy, Executive Documents,
and New Hire Documents signed by Executive, represent the entire agreement and
understanding between the Company and Executive concerning the subject matter
hereof and Executive’s employment relationship with the Company, and supersede
and replace any and all prior or contemporaneous agreements and understandings
whether written or oral between the Executive and the Company.


     11.     Arbitration and Equitable Relief.


          (a) Except as provided in Section 11(d) below, Executive and the Company
agree that to the extent permitted by law, any dispute or controversy arising
out of, relating to, or in connection with this Agreement, or the
interpretation, validity, construction, performance, breach, or termination
thereof will be settled by arbitration to be held at a location within 30 miles
of the Company’s principal executive offices in California, in accordance with
the National Rules for the Resolution of Employment Disputes then in effect of
the American Arbitration Association (the “Rules”). The arbitrator may grant
injunctions or other relief in such dispute or controversy. The decision of
the arbitrator will be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator’s decision in any court
having jurisdiction.



          (b) The arbitrator will apply California law to the merits of any dispute
or claim, without reference to rules of conflict of law. Executive hereby
expressly consents to the personal jurisdiction of the state and federal courts
located in California for any action or proceeding arising from or relating to
this Agreement and/or relating to any arbitration in which the parties are
participants.



          (c) The Company will pay the direct costs and expenses of the arbitration.
The Company and Executive each will separately pay its counsel fees and
expenses; provided, however, the Company shall reimburse Executive for his
reasonable costs (including without limitation attorneys’ fees) incurred if
Executive succeeds on the merits with respect to a material breach of this
Agreement at any such arbitration, including enforcing any judgment entered on
an arbitrator’s decision.


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          (d) The Company may apply to any court of competent jurisdiction for a
temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary to enforce the provisions of the New Hire
Documents, without breach of this arbitration agreement and without abridgement
of the powers of the arbitrator.



          (e) EXECUTIVE HAS READ AND UNDERSTANDS SECTION 11, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE
AGREES TO THE EXTENT PERMITTED BY LAW, TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION
WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION,
PERFORMANCE, BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT
THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF
THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING
CLAIMS:



               (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF
CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND
FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF
EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR
INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND
DEFAMATION;



               (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL
STATUTE, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT OF
1990, THE FAIR LABOR STANDARDS ACT, AND ANY LAW OF THE STATE OF CALIFORNIA; AND



               (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS
RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.



     12.     No Oral Modification, Cancellation or Discharge. This Agreement may
be changed or terminated only in writing (signed by Executive and the Company).


     13.     Withholding. The Company is authorized to withhold, or cause to be
withheld, from any payment or benefit under this Agreement the full amount of
any applicable withholding taxes.


     14.     No Mitigation. The amounts payable to the Executive pursuant to this
Agreement will not be subject to any requirement of mitigation, nor, except as
specifically set forth herein,

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will they be offset or otherwise reduced by
reason of the Executive’s receipt of compensation from any source other than
the Company.


     15.     Governing Law. This Agreement will be governed by the laws of the
State of California (with the exception of its conflict of laws provisions).


     16.     Confidentiality. Both parties agree to keep this Agreement
confidential until the Employment Date.


     17.     Legal Fees. The Company agrees to reimburse the Executive, on a
tax-neutral basis, for all legal and professional fees and costs incurred by
the Executive in connection with the negotiation and preparation of this
Agreement, the Option Agreement, the Restricted Stock Agreement, the Executive
Documents, the New Hire Documents, and the Executive Relocation Policy.


     18.     Acknowledgment. Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and has carefully read and fully
understands all the provisions of this Agreement, and is knowingly and
voluntarily entering into this Agreement.


{Signature Page to Follow}




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     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below:



	 	 	 	 	 
	
EXECUTIVE	 	 	 	 
	 	 	 	 	 
	
    /s/ Gregory T. Lucier     
	 	Date:
	 	As of May 26, 2003
	

	 	 	 	 
	
Gregory T. Lucier	 	 	 	 
	 	 	 	 	 
	
COMPANY	 	 	 	 
	 	 	 	 	 
	
    /s/ Bradley G. Lorimier     
	 	Date:
	 	As of May 26, 2003
	

	 	 	 	 
	
Bradley G. Lorimier

Chairman of the Board of Directors

Invitrogen Corporation	 	 	 	 



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