**Exhibit 10.2**

 

**APPLERA CORPORATION/APPLIEDBIOSYSTEMS GROUPAMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN**

**FORM OF RESTRICTEDSTOCKUNIT AWARD****AGREEMENT**

**RESTRICTED STOCK UNIT AWARD****AGREEMENT**dated as of [Grant Date], by and between Applera Corporation, a Delaware corporation (the “Company”), and [Name], a regular salaried employee ofthe Company or one of its subsidiaries (“you”).

***1.   Grant          of Restricted Stock Units.   ***The          Company hereby grants to you [Total  Number ] Restricted Stock Units          (each a “Unit”). Upon vesting, each Unit entitles you to          receive one share of Applied Biosystems Group          Common Stock, par value $.01 per share (the“Applied Biosystems Stock”), under the terms of the Applera Corporation/AppliedBiosystems Group Amended and Restated 1999 Stock Incentive Plan (the “Plan”).Each Unit  will remain subject to forfeiture unless and until such Unit has vestedin accordance with the Plan and this Agreement, and will remain restricted asto transferability until such Unit is settled.

***2.   Vesting.   ***Your      Units will vest subject to attainment of the performancegoals (the “Performance Goals”) applicable to each of the Company’s2006, 2007, 2008, and 2009 fiscal years (the “Measurement Years”),as established by the Management Resources Committee of the Board of Directorsof theCompany (the “Committee”). If and to the extent that those performancegoals are met, your Units will vest in the amounts set forth in Exhibit I tothis Agreement, up to a maximum of 25% of your Units with respect to each ofsuch  Measurement Years. Your actual date of vesting will be the date on which,following the close of the applicable Measurement Year, the Committee determinesthat the performance goals for that applicable Measurement Year have been met.Any Unitsallocated for vesting in respect of any Measurement Year that do not vest basedon the Performance Goals for that Measurement Year will be forfeited and willrevert back to the Company without payment to you of any consideration.

***3.   Termination          of Employment.   ***If          your employment with the Company or a subsidiary is terminated by you          or  the Company for any reason prior to the vesting of all or a portion          of the Units, the Units which have not vested will be forfeited and          will revert back to the Company without payment to you of any consideration.          The foregoing notwithstanding, ifyou remain employed by the Company or a subsidiary as of the last day of any          Measurement Year but your employment terminates during the period between          the end of the Measurement Year and the date on which the Committee          makes a determination  regarding the Performance Goals for that Measurement          Year, you will continue to be eligible to vest in your Units attributable          to that Measurement Year to the same extent you would have been eligible          to vest in those Units had you remained employedthrough the date on which the Committee makes such determination. Upon such determination,          the Units for that Measurement Year which have not vested will thereupon          be forfeited and will revert back to the Company without payment to          you of anyconsideration.

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***4.   Stockholder          Rights.   ***Prior          to the time that your Units vest and the Company has issued shares          of Applied  Biosystems Stock relating to such Units, you will not be          deemed to be the holder of, or to have any of the rights of a holder          with respect to, any shares of Applied Biosystems Stock deliverable          with respect to such Units.

***5.   Non-Transferability.***   Prior        to the time that your Units vest and the Company has issued shares of        Applied Biosystems Stock relating to such Units, none of the shares of        Applied Biosystems Stock subject to the Units may be sold, assigned,        bequeathed, transferred, pledged, hypothecated, orotherwise disposed of in any way.

***6.   Change          of Control.   ***Subject          to the terms of the Plan, all outstanding Unitswill be deemed vested (withoutregard to the vesting dates) upon the occurrence of any of the events set forthin Section 11 of the Plan.

***7.   No          Right to Continued Employment.   ***Neither        the Units nor this Agreement confer upon you any right to continue to        be an employee of the Company or any of its subsidiaries or interferes        in any way with the right of the Company or any of its subsidiaries to        terminate your employment at any time. The Units will terminateupon the termination of your employment for any reason. The Units will not be        reinstated if you are subsequently reinstated as an employee of the Company        or any subsidiary.

***8.   No          Right to Future Benefits.   ***The          Plan and the benefits offered under the  Plan are provided by the Company          on an entirely discretionary basis, and the Plan creates no vested          rights in participants. Neither the Units nor this Agreement confer          upon you any benefit other than as specifically set forth in this Agreement          andthe Plan. You understand and agree that the benefits offered under the Units          and the Plan are not part of your salary and that receipt of the Units          does not entitle you to any future benefits under the Plan or any other          plan or program of the  Company. The award of Units is not part of          normal or expected compensation for purposes of calculating any severance,          resignation, redundancy, end of service payments, bonuses, long-service          awards, pension, or retirement benefits or similarpayments.

***9.   Compliance          with Law.   ***No          shares of Applied Biosystems Stock will be  delivered to you upon the          vesting of the Units unless counsel for the Company is satisfied that          such delivery will be in compliance with all applicable laws.

***10.   Entire          Agreement*.   **This Agreement and the Plan contain the entire agreement between          you and the Company regarding the Units and supersede all prior arrangements          or understandings with respect thereto.

***11.   Terms          of Plan Govern.   ***This          Agreement and the terms of the Units will be  governed by the terms          of the Plan which is hereby incorporated by reference in this Agreement.          In the event of any ambiguity in this Agreement or any inconsistency          between the terms of this Agreement and the terms of the Plan, the          terms of the Planwill govern. By your signature below, you acknowledge receipt of the Plan Summary          and agree to be bound by all of the terms of the Plan. 

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***12.   Amendments.   ***The        Units or the Plan may, subject to certain exceptions, be  amended by        the Committee at any time in any manner. However, no amendment of the        Units or the Plan will adversely affect in any material manner any of        your rights under the Units without your consent.

***13.   Governing        Law.   ***This        Agreement will be governed by and construed in  accordance with the internal        laws of the State of Delaware.

***14.   Withholding.   ***By          signing this Agreement, you agree that the Company may,  in its sole          discretion (but subject to any limitations imposed by law), require          you to satisfy any tax, social insurance or social security withholding          obligations arising in connection with the Units or your participation          in the Plan by: (a) payingthe Company or your employer, as the case may be, an amount sufficient to satisfy          any applicable tax, social insurance and social security withholding          obligations; (b) deducting from your salary or any other cash payments          due to you a sum equal to  any applicable tax, social insurance and          social security withholding obligations; (c) withholding a number of          shares of Applied Biosystems Stock with a fair market value equal to          any applicable tax, social insurance and social security withholdingobligations; or (d) any combination of the foregoing.

***15.   Data          Privacy.   ***By          signing this Agreement, you consent to the collection,  use, processing          and transfer of personal data as described in this paragraph. You understand          that the Company and its subsidiaries hold certain personal information          about you, including your name, home address and telephone number,          date of birth,social security number, social insurance number or other employee identification          number, salary, nationality, job title, any shares of stock or directorships          held in the Company, details of all options or any other entitlement          to shares of stock  awarded, canceled, purchased, vested, unvested          or outstanding in your favor, for the purpose of managing and administering          the Plan (“Data”). You further understand that the Company          and/or its subsidiaries will transfer Data amongst  themselves as necessary          for the purpose of implementation, administration and management of          your participation in the Plan, and that the Company and/or any of          its subsidiaries may each further transfer Data to any third parties          assisting the Companyin the implementation, administration and management of the Plan. You understand          that these recipients may be located in the United States and elsewhere.          You authorize them to receive, possess, use, retain and transfer the          Data, in electronic or  other form, for the purposes of implementing,          administering and managing your participation in the Plan, including          any requisite transfer of such Data as may be required for the administration          of the Plan and/or the subsequent holding of shares ofstock on your behalf to a broker or other third party with whom you may elect          to deposit any shares of stock acquired pursuant to the Plan. You understand          and further authorize the Company and/or any of its subsidiaries to          keep Data in your  personnel file. You also understand that you may,          at any time, review Data, require any necessary amendments to Data          or withdraw the consents herein in writing by contacting the Company.          You further understand that withdrawing your consent mayaffect your ability to participate in the Plan.

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**IN WITNESS WHEREOF,**this Agreement has been duly executed by the undersigned as of the dayand year first written above.

|   |   | **APPLERA    CORPORATION**                            |
|--------|--------|-------------------------------------------------------|
|   |   |                                                  |
|   | By:    |                                                       |
|   |   | Chairman,    President and    Chief Executive Officer |

 

| Accepted    and Agreed: |   |
|-------------------------|--------|
|                    |   |
|                    |   |
|                         |   |
| [Name]                  |   |

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***PerformanceVesting***
**APPLERA CORPORATION/APPLIEDBIOSYSTEMS GROUPAMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN**

**RESTRICTED STOCK UNIT AWARD****AGREEMENT**

**ExhibitI**
Subject to the terms of the Plan and the Agreement to which this Exhibit I relates, your Units will vest in increments of up to 25% of the total award per fiscal year in accordance with thefollowing schedule, based on whether the revenue of the Applied Biosystems group of Applera Corporation in each applicable fiscal year meets the Performance Goals specified below, as determined by the Committee. Unless the Committee otherwisedetermines, Units will not vest incrementally between these Performance Goal measures.
**Measurement    Year**   **PerformanceGoalsRevenue(in millions)** **Vestingas aPercentageof theTargetedUnits** **Vestingas aPercentageof theTotal Units**       **FY 2006** Minimum Threshold $[      ] 50%10.42%  **Target** $[      ] **100****%****20.83****%** 	 Outperformance $[      ] 120%25.00%**FY 2007** Minimum Threshold $[      ] 50%10.42% 	 **Target** $[      ] **100****%****20.83****%** 	 Outperformance $[      ] 120%25.00%**FY 2008** Minimum Threshold $[      ] 50%10.42% 	 **Target** $[      ] **100****%****20.83****%** 	 Outperformance $[      ] 120%25.00%**FY 2009** Minimum Threshold $[      ] 50%10.42% 	 **Target** $[      ] **100****%****20.83****%** 	 Outperformance $[      ] 120%25.00%