EXHIBIT 10.29


 


CALIPER LIFE SCIENCES, INC.


KEY EMPLOYEE
CHANGE OF CONTROL


AND SEVERANCE
BENEFIT PLAN


 


Amended and Restated as of November 4, 2008


 


This Key Employee Change of
Control and Severance Benefit Plan (the “Plan”),
previously adopted by the Board of Directors of Caliper Life Sciences, Inc.
(the “Company”), is hereby
amended and restated effective November 4, 2008 to comply with Section 409A
of the Internal Revenue Code.  This Plan
supersedes and replaces the Plan amended and restated as of February 16,
2005, which in turn amended and superseded the Company’s Change of Control Sr.
Mgmt Severance/Equity Acceleration Plan (the “Prior COC Plan”).  However, except as provided herein, this Plan
does not supersede any written agreement between the Company and any employee.


 


BACKGROUND OF THE PLAN


 


A.                                   The Company
draws upon the knowledge, experience and objective advice of its executives and
other key employees to manage its business for the benefit of the Company’s
stockholders.


 


B.                                     Due to the
widespread awareness of the possibility of mergers, acquisitions and other
strategic alliances, change of control is an issue in competitive recruitment
and retention efforts.


 


C.                                     The Company recognizes that if there occurred
a change of control or other event that could substantially change the nature
and structure of the Company, the resulting uncertainty regarding the
consequences of such an event could adversely affect the Company’s ability to
attract, retain and motivate its executives and other key employees.


 


D.                                    In order to enhance the ability of the
Company to retain its executives and other key employees, the Company has
previously provided certain severance benefits to certain of its executives and
other key employees, in the event of termination following a change of control
of the Company, pursuant to the Prior COC Plan. 
The Company replaced the benefits provided under the Prior COC Plan with
the benefits set forth in this Plan, and extended the benefits set forth in this
Plan to certain of its executives and other key employees, subject to the terms
and conditions set forth herein.


 


E.                                      On February 14, 2005, the Compensation
Committee of the Company’s Board of Directors reviewed, approved and adopted
the terms of this Plan, and adopted a resolution recommending that the Company’s
Board of Directors approve and ratify this Plan.


 


F.                                      On February 16, 2005, this Plan was
approved and ratified by the Company’s Board of Directors.


 


G.                                     The Company now wishes to amend and restate
the Plan to comply with Section 409A of the Internal Revenue Code.  Unless otherwise specifically provided
herein, the Section 409A of the Code changes are effective January 1,
2008.


 


1.                                      GENERAL


 


1.1                                 Defined Terms. 
Capitalized terms used in this Plan shall have the meanings set forth in
Section 4 below, unless the context clearly requires a different meaning.


 

















 


1.2                                 Purpose.  The purpose of this Plan is to
aid the Company in attracting, retaining and motivating its Eligible
Participants by providing specified compensation and other benefits to such
Eligible Participants in the event of a Covered Termination.


 


1.3                                 No Employment Agreement.  This
Plan does not obligate the Company to continue to employ an Eligible Participant for any specific
period of time, or in any specific role or geographic location.  Subject to the terms of any applicable
written employment agreement between Company and an Eligible Participant, the Company may assign an Eligible Participant to other duties,
and either the Company or an Eligible
Participant may terminate such Eligible
Participant’s employment by the Company at any time for any reason.


 


1.4                                 Condition
for Receipt of Benefits. 
Notwithstanding anything in this Plan to the contrary, the receipt by
any Eligible Participant of any
of the benefits provided by this Plan shall be conditioned on such Eligible Participant executing and
delivering to the Company an effective waiver and release of all claims such Eligible Participant may have against
the Company.


 


2.                                    TERMINATION
UPON CHANGE OF CONTROL


 


2.1                               Cash Severance Benefit.  In
the event of a Change of Control and an Eligible Participant’s Covered Termination, the Eligible Participant
shall be entitled to the basic cash severance benefit described below.


 


2.1.1                        Salary Continuation. 
Subject to the terms of this Section 2.1, such Eligible Participant
shall receive payments equal to his or her base pay at the time of such
Eligible Participant’s Covered Termination for (x) in the case of each
Eligible Participant other than the President or Chief Executive Officer of the
Company, twelve (12) months and (y) in the case of the President or Chief
Executive Officer of the Company, twenty-four (24) months, or in each case
until such Eligible Participant is employed by another company, whichever
occurs earlier.


 


2.1.2                        Prorated Bonus Payment. 
Subject to the terms of this Section 2.1, such Eligible Participant
shall receive his or her target bonus or incentive payment for the year in
which termination occurs, prorated through the date of termination.


 


All cash severance payments
made under this Section 2.1 shall be reduced by applicable federal and
state withholding taxes.  If there is a
Change of Control, (i) any cash payments pursuant to Section 2.1.1
shall be made on the Company’s regular payroll dates commencing upon the later
of (x) the date of the Change of Control or (y) thirty (30) days
following such Eligible Participant’s Covered Termination and (ii) any
cash payments pursuant to Section 2.1.2 shall be paid in a lump sum upon
the later of (x) the date of the Change of Control or (y) thirty (30)
days following such Eligible Participant’s Covered Termination.  An Eligible Participant shall not be entitled
to contribute any funds paid to such Eligible Participant pursuant to this Plan
to any deferred compensation plan maintained by the Company and, with the
exception of continuation healthcare coverage mandated by the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”)
or similar state law, shall cease to be eligible to actively participate in any
other benefit plan maintained by the Company. 
Other than the vesting acceleration provided for in Section 2.2.1,
there shall not be any continuing vesting of any outstanding equity award
granted to the Eligible Participant by the Company during the period of time in
which such Eligible Participant receives salary continuation payments pursuant
to this Section 2.1, except as may otherwise be provided in a written
agreement between the Company and such Eligible Participant.


 


If
any of the benefits set forth in this Section 2.1 are deferred
compensation under Section 409A of the Internal Revenue Code and the rules and
regulations thereunder (“Section 409A”), any Covered Termination
triggering payment of such benefits must constitute a “separation from service”
under Section 409A before, subject to Section 2.1.3  below, distribution of such benefits can
commence.  For purposes of clarification,
this paragraph shall not cause any forfeiture of benefits on the part of the


 


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Participant,
but shall only act as a delay until such time as a “separation from service”
occurs.


 


2.1.3                        Specified Employee
Delay. Notwithstanding the foregoing, if any amount to be paid to an Eligible Participant
pursuant to this Plan as a result of such Eligible Participant’s termination of employment is “deferred compensation” subject to Section 409A,
and if the Eligible Participant is a “Specified Employee” (as defined under Section 409A)
as of the date of such Eligible Participant’s termination of employment
hereunder, then, to the extent necessary to avoid the imposition of excise
taxes or other penalties under Section 409A, the payment of benefits, if
any, scheduled to be paid by the Company to such Eligible Participant hereunder
during the first six (6) month period following the date of a termination
of employment shall not be paid until the date which is the first business day
after six (6) months have elapsed since the Eligible Participant’s
termination of employment for any reason other than death.  To the extent the amounts to be paid to an
Eligible Participant satisfy the separation pay plan exception from deferred
compensation described in Treas. Reg. §1.409-1(b)(9)(iii), the amounts will not
be treated as deferred compensation subject to this six (6) month
delay.  Any deferred compensation
payments delayed in accordance with the terms of this Section 2.1.3 shall
be paid in a lump sum when paid and any remaining payments thereafter shall
continue in accordance with the normal schedule set forth in this Plan.


 


2.2                               Acceleration of Vesting of Equity Awards.


 


2.2.1                        Acceleration at Covered Termination.  All
outstanding stock options granted and restricted stock units, restricted stock,
performance shares or other equity award issued by the Company prior to the
Change of Control to an Eligible Participant who suffers a Covered Termination
shall have their vesting accelerated by an additional thirty (30) months on the
date of such Termination Upon Change of Control or Constructive Termination
Upon Change of Control.  To the extent
any stock options granted and restricted stock units, restricted stock,
performance shares or other equity award are subject to Section 409A,
vesting will be accelerated only to the extent the acceleration does not
violate Section 409A or cause additional taxes or penalties under Section 409A.


 


2.2.2                        Acceleration Upon Non-Assumption in a Change
of Control.  If there is a Change of Control
transaction in which outstanding stock options, restricted stock units, restricted stock, performance shares or other
equity awards granted by the Company to an Eligible Participant prior to
the transaction are not replaced with a reasonably equivalent incentive program
of the Successor, then (i) all such options, restricted stock units, restricted stock, performance shares or other
equity awards shall have their vesting fully accelerated so as to be
100% vested and exercisable prior to the effective date of the Change of
Control, and (ii) the Company shall provide reasonable prior written
notice to the Eligible Participant of (A) the date such unexercised
options or other equity awards will terminate, and (B) the period during
which the Eligible Participant may exercise the unexercised options or other
equity awards.  For the purposes of the
foregoing, an option or other equity award shall be deemed to be replaced with
a reasonably equivalent incentive program of the Successor if the vesting under
the replacement program is not less favorable than the vesting under the option
or other equity award and the Board of the Company otherwise determines that
the replacement incentive program is reasonably equivalent to the option or
other equity award being replaced.  Such
a replacement incentive program might include, without limitation, (x) the
Successor assuming the option (or substituting a Successor option) whereby the
option becomes an option to acquire stock of the Successor in a manner
qualifying under Section 424(a) of the Internal Revenue Code of 1986,
as amended (the “Code”), (y) the
option becomes an option to acquire the same consideration per share of common
stock subject to the option as the stockholders of the Company receive for
their common stock in the Change of Control transaction (the “Common Change of Control Consideration”),
or (z) the Successor establishes a cash incentive program whereby each
option is replaced with the opportunity to receive a cash payment equal to the
excess of (X) the value of the Common Change of Control Consideration,
over (Y) the aggregate exercise price of the Eligible Participant’s
unexercised options.  As a condition of
such replacement incentive program, the Board of


 


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the Company
may require that such replacement incentive program comply with Treas. Reg.
§1.409A-1(b)(5)(v)(D).  If there is a
Change of Control transaction and any outstanding unvested restricted stock
units, restricted stock or other equity award granted by the Company to any
Eligible Participant that is subject to vesting or a repurchase right in favor
of the Company is not replaced with Common Change of Control Consideration, the
vesting of such stock shall accelerate (and any repurchase rights shall lapse)
so that such stock is completely vested immediately prior to the Change of
Control transaction.


 


2.3                               Extended Medical and Dental Benefits.


 


2.3.1                        Benefit Continuation.  Each
U.S. Eligible Participant, who continues to be employed by the Company or its
Successor or who makes a valid COBRA election, shall receive continued
provision of the Company’s standard employee medical and dental benefit
coverages at standard staff rates, as elected by the Eligible Participant and
in effect immediately prior to the Change of Control, for so long as, but not
to exceed twelve (12) months following a Change of Control, the Eligible
Participant is not eligible to receive comparable health insurance coverage
from another employer.  Continued health
coverage for non-U.S. Eligible Participants shall be negotiated in accordance
with applicable law and policy to provide similar coverage.


 


2.3.2                        Continued Medical Coverage for U.S. Residents.  If
the Eligible Participant resides in the United States, such Eligible
Participant shall be entitled to continued medical and dental insurance
coverage in accordance with the applicable provisions of U.S. federal law
(Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”).  The date of the COBRA “qualifying event” for
the Eligible Participant and his or her dependents shall be the date of such
Eligible Participant’s Covered Termination. Coverage under Section 2.3.1
will offset the COBRA coverage period.


 


2.3.3                        Termination of Coverage. 
Notwithstanding the preceding provisions of this Section 2.3, in
the event an Eligible Participant dies or becomes covered under another employer’s
group health plan during the continuation period (in which case such Eligible
Participant promptly shall inform the Company), the Company shall cease
provision of continued group health insurance for such Eligible Participant and
any dependents to the extent permitted by COBRA.


 


3.                                    ADJUSTMENT OF EXCESS PAYMENTS
PAYABLE TO AN ELIGIBLE PARTICIPANT SUBJECT TO IRC SECTION 4999


 


In the event it is determined that an Eligible Participant entitled to
payments and/or benefits provided by this Plan or any other amounts in the “nature
of compensation” (whether pursuant to the terms of this Plan or any other plan,
arrangement, or agreement with the Company or any affiliate, any person whose
actions result in a change of ownership or effective control of the Company
covered by Section 280G(b)(2) of the Code or any person affiliated
with the Company or such person) as a result of such change of ownership or
effective control of the Company (“Payments”)
would be subject to the excise tax imposed by Section 4999 of the Code
(the “280G Excise Tax”),
the Company shall cause to be determined, before any amounts of the Payments
are paid to the Eligible Participant, which of the following two alternative
forms of payment would maximize the Eligible Participant’s after-tax proceeds: (i) payment
in full of the entire amount of the Payments, or (ii) payment of only a
part of the Payments so that the Eligible Participant receives the largest
payment possible without the imposition of the 280G Excise Tax (“Reduced Payments”).  If it is determined that Reduced Payments
will maximize an Eligible Participant’s after-tax benefit, then (i) cash
compensation subject to Section 409A shall be reduced first, then cash
payments not subject to Section 409A shall be reduced, (ii) the Payments
shall be paid only to the extent permitted under the Reduced Payments
alternative, and (iii) the Eligible Participant shall have no rights to
any additional payments and/or benefits constituting the Payments.  Unless the Company and Eligible Participant otherwise agree in writing,
any determination required under this Section 3 shall be made in writing
by independent public accountants agreed to by the Company and the Eligible
Participant


 


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(the “Accountants”), whose determination
shall be conclusive and binding upon the Eligible Participant and the Company
for all purposes.  For purposes of making
the calculations required by this Section 3, the Accountants may rely on
reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code.  The Company
and the Eligible Participant shall furnish to the Accountants such information
and documents as the Accountants may reasonably request in order to make the
required determinations.  The Company
shall bear all fees and expenses the Accountants may reasonably charge in
connection with the services contemplated by this Section 3.


 


4.                                    DEFINITIONS


 


4.1                                Capitalized Terms Defined. 
Capitalized terms used in this Plan shall have the meanings set forth in
this Section 4, unless the
context clearly requires a different meaning.


 


4.2                                “Cause”
means:


 


(a)                                   theft; a material act of dishonesty or fraud;
intentional falsification of any employment or Company records; or the
commission of any criminal act which impairs the Eligible Participant’s ability
to perform appropriate employment duties for the Company;


 


(b)                                  improper
disclosure or use of the Company’s confidential, business or proprietary
information by the Eligible Participant;


 


(c)                                   the Eligible Participant’s conviction
(including any plea of guilty or nolo contendere) for a crime involving moral
turpitude causing material harm to the reputation and standing of the Company,
as determined by the Company in its sole discretion;


 


(d)                                  gross negligence or willful misconduct in the
performance of the Eligible Participant’s assigned duties; or


 


(e)                                   repeated failure by the Eligible Participant
to perform his or her job responsibilities in accordance with written
instructions from such Eligible Participant’s supervisor (which, in the case of
the Company’s Chief Executive Officer, shall be the Company’s Board of
Directors).


 


4.3                               “Change
of Control” means:


 


(a)                                  any “person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), acquires, pursuant to a tender or exchange offer made directly
to the Company’s stockholders, direct or indirect ownership of securities of
the Company representing more than 50% of (A) the outstanding shares of
common stock of the Company or (B) the combined voting power of the
Company’s then-outstanding securities;


 


(b)                                 the Company is party to a merger or
consolidation which results in the holders of voting securities of the Company
outstanding immediately prior thereto failing to continue to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) more than  50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or


 


(c)                                  the sale or disposition of all or
substantially all of the Company’s assets (or consummation of any transaction
having similar effect) provided that the sale or disposition is of more than
two-thirds (2/3) of the assets of the Company.


 


In
any case, a Change of Control must also meet the requirements of a change in
ownership or a sale of a substantial portion of the Company’s assets in
accordance with Section 409A(a)(2)(A)(v) of the Code and the
applicable provisions of Treasury Regulation § 1.409A-3.


 


4.4                                “Company”
shall mean Caliper Life Sciences, Inc. and, following a Change of Control,
any Successor that agrees to assume, or otherwise becomes bound to by operation
of law, all the terms


 


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and provisions of this Plan.


 


4.5                                “Constructive
Termination Upon Change of Control” means the termination of
employment by an Eligible Participant for Good Reason, as defined in this Plan,
within thirteen (13) months after the occurrence of any Change of Control; provided that “Constructive
Termination Upon Change of Control” shall not include any termination of the
employment of an Eligible Participant (i) by the Company for Cause; (ii) by
the Company as a result of the Permanent Disability of the Eligible
Participant; (iii) as a result of the death of the Eligible Participant;
or (iv) as a result of the voluntary termination of employment by the
Eligible Participant for reasons other than Good Reason.


 


4.6                                “Covered
Termination” shall mean, with respect to an Eligible Participant
for purposes of this Plan, a Termination Upon Change of Control or a
Constructive Termination Upon Change of Control.


 


4.7                                “Effective
Date” means November 4, 2008.


 


4.8                               “Eligible
Participant” shall mean the President and Chief Executive
Officer of the Company, each officer of the Company that reports directly to
either the President or Chief Executive Officer of the Company, and such other
additional employees of the Company as may be designated from time to time
after the Effective Date to participate in this Plan by the Compensation
Committee of the Board of Directors.


 


4.9                                “Good
Reason” means the occurrence of any of the following conditions
following a Change of Control, without the Eligible Participant’s informed
written consent, which conditions remain in effect thirty (30) days after
written notice to the Company from the Eligible Participant of such condition
during which thirty (30) day period the Company has the right to cure the
conditions:


 


(a)                                  a material reduction in the Eligible
Participant’s duties, responsibilities or position;


 


(b)                                 a material reduction in the Eligible
Participant’s base salary or target bonus amount, except for reductions that
are concurrent and consistent with reductions in base salary or target bonus
amounts for all executives of the Successor following a Change of Control; or


 


(c)                                  the relocation of the Eligible Participant’s
work place for the Company to a location more than thirty-five (35) miles from
the location of the work place prior to the Change of Control.


 


4.10                          “Permanent
Disability” means that:


 


(a)                                  the Eligible Participant has been
incapacitated by bodily injury, illness or disease so as to be prevented
thereby from engaging in the performance of such Eligible Participant’s duties;


 


(b)                                 such total incapacity shall have continued
for a period of six (6) consecutive months; and


 


(c)                                  such incapacity will, in the opinion of a
qualified physician, be permanent and continuous during the remainder of such
Eligible Participant’s life.


 


4.11                          “Successor”
means the Company as defined above and any successor or assign (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company.


 


4.12                          “Termination
Upon Change of Control” means any actual termination of the
employment of an Eligible Participant by the Company without Cause during the
period commencing thirty (30) days prior to the earlier of (i) the date
that the Company first publicly announces it is conducting negotiations leading
to a Change of Control, or (ii) the date that the Company enters into a
definitive agreement that would result in a Change of Control (even though
still subject to approval by the Company’s stockholders


 


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and other conditions and
contingencies); and ending on the earlier of (x) the date on which the
Company announces that the definitive agreement described in clause (ii) above
has been terminated or that the Company’s efforts to consummate the Change of
Control contemplated by the previously announced negotiations or by a
previously executed definitive agreement have been abandoned or (y) the
date which is thirteen (13) months after the Change of Control; provided that “Termination Upon Change
of Control” shall not include any termination of the employment of an Eligible
Participant (i) by the Company for Cause; (ii) by the Company as a
result of the Permanent Disability of the Eligible Participant; (iii) as a
result of the death of the Eligible Participant, or (iv) as a result of
the voluntary termination of employment by the Eligible Participant for reasons
other than Good Reason.


 


5.                                    EXCLUSIVE REMEDY


 


5.1                                Sole Remedy for Covered Terminations.  The
payments and benefits provided for in Sections 2 and 3 shall constitute an
Eligible Participant’s sole and exclusive remedy for any alleged injury or
other damages arising out of the cessation of the employment relationship
between the Eligible Participant and the Company in the event of the Eligible
Participant’s Covered Termination, except
as expressly set forth in a written agreement or in a duly executed employment
agreement between Company and an Eligible Participant, whether entered into
before or after the Effective Date.


 


5.2                               No Other Benefits Payable.  An
Eligible Participant shall not be entitled to any other compensation, benefits,
or other payments from the Company as a result of any termination of employment
with respect to which the payments and/or benefits described in Sections 2 and
3 have been provided to the Eligible Participant, except as expressly set forth in a written agreement or
in a duly executed employment agreement between Company and an Eligible
Participant; provided that
nothing in this Plan shall affect an Eligible Participant’s entitlement to
receive outplacement and financial planning services ordinarily available to
officers upon the termination of their employment by the Company.


 


5.3                                Release of Claims.  The
Company shall condition payment of the cash severance benefits described in Section 2.1
of this Plan and the stock option, restricted stock unit, restricted stock,
performance share or other equity award acceleration described in Section 2.2
upon the delivery by Eligible Participant of a signed release of claims in a
form reasonably satisfactory to the Company.


 


6.                                    PROPRIETARY AND CONFIDENTIAL
INFORMATION


 


The
Company shall condition payment of the cash severance benefits described in Section 2.1
of this Plan and the stock option, restricted stock unit, restricted stock,
performance share or other equity award acceleration described in Section 2.2
upon the Eligible Participant’s acknowledgment of his or her continuing
obligation to abide by the terms and conditions of the Company’s confidentiality
and/or proprietary rights agreement between the Eligible Participant and the
Company.


 


7.                                    NON-SOLICITATION


 


7.1                               Agreement Not to Solicit.  The
Company shall condition payment of the cash severance benefits described in Section 2.1
of this Plan and the stock option, restricted stock unit, restricted stock,
performance share or other equity award acceleration described in Section 2.2
upon an Eligible Participant’s agreement, for a period of two (2) years
after the Eligible Participant’s Covered Termination, to not, directly or
indirectly, solicit the services or business of any employee, distributor,
vendor, representative or customer of the Company, or in any other manner
persuade any such person or entity to discontinue that person’s or entity’s relationship
with or to the Company.


 


7.2                               Other Agreements Not Superseded.  No
provision of this Plan shall supersede or limit the terms, including more
restrictive terms, of any other agreement by an Eligible Participant to refrain
from competition with or from soliciting the employees or customers of the
Company.


 


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8.                                      ARBITRATION


 


8.1                               Disputes Subject to Arbitration.  Any
claim, dispute or controversy arising out of this Plan, the interpretation,
validity or enforceability of this Plan, or the alleged breach thereof shall be
submitted by the parties to binding arbitration by the American Arbitration
Association; provided,
that (i) the arbitrator shall have no authority to make any ruling or
judgment that would confer any rights with respect to the trade secrets,
confidential and proprietary information or other intellectual property of the
Company upon an Eligible Participant or any third party; and (ii) this
arbitration provision shall not preclude the Company from seeking legal and
equitable relief from any court having jurisdiction with respect to any
disputes or claims relating to or arising out of the misuse or misappropriation
of the Company’s intellectual property. 
Judgment may be entered on the award of the arbitrator in any court
having jurisdiction.


 


8.2                               Site of Arbitration. The site of the arbitration proceeding
shall be either Boston, Massachusetts or San Francisco, California, depending
on which city is closer to the office of the Company where the Eligible
Participant was employed by the Company.


 


9.                                      OTHER BENEFIT PLANS;
NONCUMULATION OF BENEFITS


 


9.1                              No Limitation of Regular Benefit Plans. 
Except as provided in Section 9.2 below, this Plan is not intended
to and shall not affect, limit or terminate any plans, programs, or
arrangements of the Company that are regularly made available to a significant
number of employees, officers or executives of the Company, including without
limitation the Company’s stock option plans.


 


9.2                              Noncumulation of Benefits.  An
Eligible Participant may not cumulate cash severance payments, stock option,
restricted stock or other equity award acceleration and excise tax
reimbursement benefits under both this Plan and any other agreement or plan or
policy of the Company, any statutory or legal allowance or provision, or
otherwise.  If an Eligible Participant
has any other binding written agreement with the Company which provides that
upon a Change of Control or termination of employment such Eligible Participant
shall receive one or more of the benefits described in Sections 2 and 3 of this
Plan (i.e., the payment of cash compensation or prorated bonus, acceleration of
vesting of stock options, restricted stock rights or other equity award, and
adjustments or payments relating to federal excise tax), then with respect to
those benefits the aggregate amounts payable under this Plan shall be reduced
by the amounts paid or payable under such other and separate agreements.


 


10.                               SUCCESSORS AND ASSIGNS


 


10.1                        Successors of the Company.  The
Company will require any Successor expressly, absolutely and unconditionally to
assume and agree to perform this Plan in the same manner and to the same extent
that the Company would be required to perform it if no such succession or
assignment had taken place.  Failure of
the Company to obtain such agreement shall be a material breach of this Plan.


 


10.2                         No Assignment of Rights. 
Except as set forth in Section 10.3, the interest of any Eligible
Participant in this Plan or in any distribution to be made under this Plan may
not be assigned, pledged, alienated, anticipated, or otherwise encumbered
(either at law or in equity) and shall not be subject to attachment,
bankruptcy, garnishment, levy, execution, or other legal or equitable process.  Any act in violation of this Section 10.2
shall be void.


 


10.3                         Heirs and Representatives of Eligible
Participant.  An Eligible Participant’s accrued rights
under this Plan shall inure to the benefit of and be enforceable by an Eligible
Participant’s personal and legal representatives, executors, administrators,
successors, heirs, distributees, devises and legatees.


 


11.                               NOTICES


 


For
purposes of this Plan, notices and all other communications permitted or
provided for in this


 


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Plan shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, as follows:


 


	
  If to the Company:

  	
  Caliper Life
  Sciences, Inc.

  	
   

  
	
   

  	
  Attention: General Counsel

  	
   

  
	
   

  	
  63 Elm Street

  	
   

  
	
   

  	
  Hopkinton, MA 01748

  	
   

  



 


and if to an Eligible Participant at the most recent address recorded
in the records of the Company.  Either
party may provide the other with notices of change of address, which shall be
effective upon receipt.


 


12.                             AUTHORITY OF THE BOARD OF
THE COMPANY


 


The
Board of the Company, or a designated subcommittee thereof, shall have the
authority to administer the Plan, interpret the provisions of the Plan and to
determine any question arising under, or in connection with the administration
or operation of, the Plan, including, without limitations, questions of
fact.  If applicable, the Plan shall be
interpreted and administered in a manner consistent with Section 409A.


 


13.                             SEVERABILITY OF PROVISIONS


 


If anyone or more of the provisions (or any part
thereof) of this Plan shall be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
(or any part thereof) shall not in any way be affected or impaired thereby.


 


14.                             AMENDMENT, SUSPENSION OR
TERMINATION


 


At any time after the Effective Date of this Plan
and prior to the date thirty (30) days before the earlier of (i) the date
that the Company first publicly announces it is conducting negotiations leading
to a Change of Control, or (ii) the date that the Company enters into a
definitive agreement that would result in a Change of Control (even though
still subject to approval by the Company’s stockholders and other conditions
and contingencies), the Board of Directors of the Company shall have the right
to amend, suspend or terminate this Plan at any time and for any reason.  Notwithstanding the preceding sentence,
however, no amendment or termination of this Plan shall reduce any Eligible
Participant’s rights or benefits that have accrued and become payable under
this Plan before the date the amendment is adopted or this Plan is terminated,
as appropriate.  Any such amendment shall
comply with the requirements of Section 409A, if applicable.


 


15.                             EFFECTIVE DATE


 


The Effective Date of this
Plan is November 4, 2008.  This Plan
amends and restates in its entirety, and supersedes and replaces, the Plan
adopted by the Company’s Board of Directors on February 16, 2005, which
itself amended and restated the Change of Control Sr. Mgmt Severance/Equity
Acceleration Plan adopted by the Company’s Board of Directors on December 6,
2000.


 


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