exv10w1







Exhibit 10.1




[Officer Form as of 2/23/11]




THERMO FISHER SCIENTIFIC INC.




NONSTATUTORY STOCK OPTION AGREEMENT




Granted Under

[NAME OF EQUITY INCENTIVE PLAN]




	1.	 	Grant of Option.





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



     It is intended that the Option evidenced by this agreement shall not be an incentive stock
Option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the
term “Participant”, as used in this Option, shall be deemed to include any person who acquires the
right to exercise this Option validly under its terms. Capitalized terms used in this Agreement
and not otherwise defined shall have the same meaning as in the Plan.


2. Vesting Schedule. Except as otherwise provided in paragraphs (d) through (g) of Section
3 below and the Plan, this Option will become exercisable (“vest”) as to_________________. [The
vesting of this Option shall be in accordance with the provision of the Plan. In the event of this
Option vests based solely on the passage of time, insert the following in the blank above: “[______]% of the original number of Shares on the [____] anniversary of the Grant Date and as to
an additional [______]% of the original number of Shares at the end of [each] anniversary
of the Grant Date following the first anniversary of the Grant Date until the [__________]
anniversary of the Grant Date"] The right of exercise shall be cumulative so that to the extent
the Option is not exercised in any period to the maximum extent permissible it shall continue to be
exercisable, in whole or in part, with respect to all Shares for which it is vested until the
earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof.





	3.	 	Exercise of Option.





     (a) Form of Exercise. Each election to exercise this Option shall be in accordance
with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock
Option Plans” as may be amended from time to time. The Participant may purchase less



 









 




than the number of shares covered hereby, provided that no partial exercise of this Option may
be for any fractional share.




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



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



     (d) Death or Disability. If the Participant dies or becomes disabled (as defined
below) prior to the Final Exercise Date while he or she is an Eligible Participant, this Option
shall vest and become 100% exercisable upon the date of such death or disability and the right to
exercise this Option shall terminate one year following such date (but in no event after the Final
Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled”
at such time as the Participant is receiving disability benefits under the Company’s Long Term
Disability Coverage, as then in effect.



     (e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is
discharged by the Company or a Subsidiary for “Cause” (as defined in the Plan), the right to
exercise this Option shall terminate immediately upon the effective date of such discharge. The
Participant shall be considered to have been discharged for Cause if the Company determines, within
30 days after the Participant’s resignation, that discharge for Cause was warranted.



     (f) Retirement. If the Participant “retires” from the Company or a Subsidiary prior
to the Final Exercise Date then, subject to Section 3(e) above, this Option shall vest and become
100% exercisable upon the date of such retirement and the right to exercise this Option shall
terminate eighteen months following such date (but in no event after the Final Exercise Date),
provided that the retirement date occurs at least eighteen months after the Grant Date.
For the purposes of this Agreement, a Participant shall be deemed to have “retired” (i) in the
event of a non-employee director of the Company, when he or she ceases to be a director of the
Company and (ii) in the event of an employee of the Company or a Subsidiary, upon his or her
resignation from employment with the Company or a Subsidiary either (A) after the age of 55 and the
completion of 10 continuous years service to the Company or a Subsidiary comprising at least 20
hours per week or (B) after the age of 60 and the completion of 5 continuous years service to the
Company or a Subsidiary comprising at least 20 hours per week.



     (g) Change in Control Event. If the Participant’s employment or service is
terminated by the Company or any Subsidiary without “Cause” (as defined in the Plan) or by the
Participant for “Good Reason” (as defined in the Plan), in each case within 18 months following a
Change in Control Event, this Option shall vest and become 100% exercisable upon the date of



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such termination of employment or service and the right to exercise this Option shall
terminate one year following such date (but in no event after the Final Exercise Date).



4. Withholding. No Shares will be issued pursuant to the exercise of this Option unless
and until the Participant pays to the Company, or makes provision satisfactory to the Company for
payment of, any federal, state or local withholding taxes required by law to be withheld in respect
of this Option in accordance with the instructions therefor described in “The Guide for Employees
of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time;
provided, however, except as otherwise permitted by the Board, the total tax
withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s
minimum statutory withholding obligations (based on minimum statutory withholding rates for federal
and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable
income).



5. Nontransferability of Option. This Option may not be sold, assigned, transferred,
pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law,
except by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this Option shall be exercisable only by the Participant. Notwithstanding the
foregoing, the Company consents to the gratuitous transfer of this Option by the Participant to or
for the benefit of any immediate family member, family trust or family partnership established
solely for the benefit of the Participant and/or an immediate family member thereof;
provided that with respect to such proposed transferee the Company would be eligible to use
a Form S-8 for the registration of the sale of the Common Stock subject to such Option under the
Securities Act of 1933, as amended; and provided further that the Company shall not
be required to recognize any such transfer until such time as the Participant and such permitted
transferee shall, as a condition to such transfer, deliver to the Company a written instrument in
form and substance satisfactory to the Company confirming that such transferee shall be bound by
all of the terms and conditions of this Agreement.



6. Provisions of the Plan. This Option is subject to the provisions of the Plan, a copy of
which is furnished to the Participant with this Option.



7. No Right To Employment or Other Status. The grant of this Option shall not be
construed as giving the Participant the right to continued employment or any other relationship
with the Company or Subsidiary. The Company and Subsidiaries expressly reserve the right at any
time to dismiss or otherwise terminate its relationship with the Participant free from any
liability or claim under the Plan or this Agreement, except as expressly provided herein.



8. Restrictive Covenants. If the Participant engages in any conduct in breach of any
noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary
under any agreement, policy or plan of the Company or any Subsidiary, then such conduct shall also
be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this
Option shall be cancelled and, to the extent some or all of this Option was exercised within a
period of 12 months prior to such breach, the Participant shall be required to forfeit to the
Company, upon demand, any cash or Shares acquired by the Participant upon such exercise or sale.






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




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



	 	 	 	 	 
	 	THERMO FISHER SCIENTIFIC INC.

 	 
	Dated: _________ 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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