exv10w01



 






Exhibit 10.01




FISHER SCIENTIFIC INTERNATIONAL INC.




2005 EQUITY AND INCENTIVE PLAN




PERFORMANCE
BASED




RESTRICTED STOCK UNIT AGREEMENT




     This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the ___day of                    ,
200___, is entered into by and between Fisher Scientific International Inc., a Delaware corporation
(the “Company”), and                      (the “Grantee” and, together with the Company, the “Parties”).



RECITALS




          A. The Company has adopted and approved the Fisher Scientific International Inc. 2005 Equity &
Incentive Plan (the “Plan”); and




          B. The Committee appointed to administer the Plan has determined that Grantee is eligible to
participate in the Plan and that it would be to the advantage and best interest of the Company and
its stockholders to grant the award of Restricted Stock Units (as defined below) provided for
herein to Grantee; and




          C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used
herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan;
and




          D. Among other conditions under the Plan, the Committee has the sole authority to construe and
interpret the Plan and this Agreement; and




          E. Grantee has accepted the grant of the Restricted Stock Units and agreed to the terms and
conditions hereinafter stated.




          NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS
HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:




     1. Grant of Restricted Stock Units. Subject to the provisions of this Agreement, the
provisions of the Plan, and the provisions of the Company’s current agreement relating to
intellectual property, confidential information, conflicts of interest, competitive activities and
release in effect at the time between the Company and [                    ], the Company has granted
effective                                          (the “ Grant Date”) units evidencing a right to receive                     
shares of common stock of the Company (the “Common Stock”) pursuant to the terms and
conditions of this Agreement (the “Restricted Stock Units” or “Restricted Stock Unit Award”).



 









 





     2. Restrictions and Vesting Period.



          (a) Restrictions. The Restricted Stock Units granted hereunder may not be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, other than by
will or the laws of descent and distribution.




          (b) Vesting Period. Subject to the forfeiture provisions set forth in Section 4(a),
the Restricted Stock Units shall become vested and shares of Common Stock shall become deliverable
(provided, that such delivery is otherwise in accordance with federal and state securities laws) on
the ___anniversary of the Grant Date (the “Performance Period”) subject to the attainment of
certain performance goals based on the performance metric set forth in Exhibit A hereto
(the “Performance Goals”) as determined by the Committee in its sole discretion, which
determination may be made following a review of audited financials of the Company, as applicable,
but such shares of Common Stock shall in all events be deliverable by March 15, ___.




          (c) Adjustments. The Committee shall have the authority to make equitable adjustments
to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or
any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or
Affiliate, in response to changes in applicable laws or regulations, or to account for items of
gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in
occurrence or related to the disposal of a segment of a business or related to a change in
accounting principles.




          (d) Cash Bonus for Performance above Target. In the event that target performance
goals are exceeded, the Committee may, in its discretion, award the Grantee an additional cash
payment at the time of vesting.




          (e) Accelerated Vesting upon Change in Control. The provisions relating a Change in
Control of the Company as set forth in Section 7(a) of the Plan shall be applicable to the
Restricted Stock Unit Award.




     3. No Stockholder Rights. Grantee shall have no rights of a stockholder of the
Company with respect to the Restricted Stock Units, including, but not limited to, the rights to
vote and receive ordinary dividends, until the date of issuance of a stock certificate for such
shares. In the event that the Committee approves an adjustment to the Restricted Stock Unit
Award pursuant to Section 5(b) of the Plan, then in such event, any and all new, substituted or
additional securities to which Grantee is entitled by reason of the Restricted Stock Unit Award
shall be immediately subject to the Restrictions and Vesting Period set forth in Sections 2(a) and
2(b) above with the same force and effect as the Restricted Stock Unit Award subject to such
Restrictions immediately before such event.



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     4. Cessation of Employment.



          (a) Forfeiture. If, at any time while the Restricted Stock Unit Award is outstanding,
the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated
for any reason other than those set forth in Section 4(b) of this Agreement, then any unvested
Restricted Stock Units pursuant to the Restricted Stock Unit Award shall be forfeited to the
Company and neither the Grantee nor any of Grantee’s successors, heirs, assigns, or personal
representatives shall thereafter have any further rights or interests in such Restricted Stock Unit
Award.




          (b) Continued Vesting. If the Grantee’s employment or service with the Company or any
Subsidiary or Affiliate is terminated as a result of the Grantee’s death or Disability the Grantee
shall be entitled to receive at the end of the Performance Period the full number of shares of
Common Stock that the Grantee would have otherwise received in accordance with Section 2(b) above
had the Grantee’s employment or service not terminated during the Performance Period, such amount
based on actual corporate performance throughout the Performance Period.




     5. Certificates. Upon vesting, the Company will issue a stock certificate for the
shares of Common Stock represented by this Agreement, net of any shares of Common Stock withheld by
the Company to satisfy the payment of mandatory taxes as described in Section 6 herein.



     6. Taxes. In order to satisfy payment of taxes due upon vesting of the Restricted
Stock Units, the Company shall distribute to the Grantee shares of Common Stock net of the number
of whole shares of Common Stock the fair market value of which is equal to the minimum amount of
federal, state and local taxes required to be withheld under applicable tax laws.



     7. Restrictive Covenants. If the Grantee engages in any conduct in breach of any
noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement,
policy or plan (including the agreement relating to intellectual property, confidential
information, conflicts of interest, competitive activities and release in effect at the time), then
such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon
such breach, any unvested shares of this Restricted Stock Unit Award and any shares that vested
under this Agreement within a period of 18 months prior to such breach shall be forfeited to the
Company upon demand and any amounts realized upon the sale of such vested shares shall be returned
to the Company upon demand. Notwithstanding the foregoing, nothing herein shall prevent the
Company from seeking any other remedy in equity or law.



     8. Miscellaneous.



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          (a) Incorporation of Plan. This Agreement is made under the provisions of the Plan
(which is incorporated herein by reference) and shall be interpreted in a manner consistent with
it. To the extent that this Agreement is silent with respect to, or in any way inconsistent with,
the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed
to be modified accordingly.




          (b) Notices. Any notice to be given under the terms of this Agreement shall be in
writing and addressed to the Company at Liberty Lane, Hampton, New Hampshire 03842, Attention:
Corporate Secretary, and to Grantee at the address set forth below or at such other address as
either party may hereafter designate in writing to the other by like notice.




          (c) Successor. Except as otherwise provided hereunder, this Agreement shall be
binding upon and shall inure to the benefit of any successor or successors of the Company.




          (d) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware. The Committee shall have final authority to interpret and
construe the Plan and this Agreement and to make any and all determinations under them, and its
decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative
in respect of any questions arising under the Plan or the Grantee’s Agreement.




          (e) Amendment. This Agreement may not be amended in any manner except by an
instrument in writing signed by both parties hereto. The waiver by either party of compliance
with any provision of this Agreement shall not operate or be construed as a waiver of any other
provision of this Agreement or of any subsequent breach of such party of a provision of this
Agreement.



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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a
duly authorized officer and Grantee has hereunto set Grantee’s hand.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	FISHER SCIENTIFIC
 INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of Grantee:

Print name of Grantee

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Address

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Social Security Number