exv10w10






Exhibit 10.10




GREGORY T. LUCIER

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into by
and between Life Technologies Corporation (along with its successors and assigns, the “Company”)
and Gregory T. Lucier (the “Executive”) to be effective as of February 24, 2011 (the “Effective
Date”).



     Whereas, the Executive and Invitrogen Corporation, a predecessor entity to
the Company, are parties to an Employment Agreement dated as of May 26, 2003 (the “Employment
Agreement”) and amended on December 22, 2008 and December 22, 2010; and



     Whereas, the parties desire to amend and restate the Employment Agreement to make
certain changes to its terms and conditions as described herein;



     Now, Therefore, in consideration of the promises and mutual covenants and agreements
herein contained, the parties agree as follows:



     1. Duties and Scope of Employment.




     (a) Positions and Duties. Executive will continue to serve as President and
Chief Executive Officer of the Company beginning on the Effective 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 Effective 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
continue to serve as Chairman of the Board for the duration of the Employment Term, 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 the Board previously appointed one of its members to
serve as Presiding Director(s) and that such Presiding 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 the ongoing service of such Presiding
Director shall not be deemed to be included in the definition of “Good Reason” in Paragraph
4(h) 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



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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 Employee Documents described in Paragraph 5(b) 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 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. Effective April 3, 2011, the Company will pay Executive as
compensation for Executive’s services a base salary at the annualized rate of $1,200,000 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 Organizational Development
Committee of the Board (the “C&OD 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. Executive’s annual target bonus
opportunity pursuant to the Company’s Incentive Compensation Plan (“ICP”) shall be not less
than one hundred fifty percent (150%) of Executive’s Base Salary, less applicable
withholding (the “ICP Bonus”). The ICP Bonus shall be paid in accordance with the terms of
the ICP as then in effect.




     (c) Supplemental Incentive Compensation. Executive may in the future be
eligible to receive supplemental incentive compensation in accordance with plans or
arrangements as approved by the Board or the C&OD Committee. Executive shall be eligible to
receive such supplemental incentive compensation in such amounts and at such times as the
Board or the C&OD Committee, in its discretion, determines are appropriate to recognize
extraordinary performance and contribution to the Company’s success by the Executive.




     (d) Equity-Based Incentives. Executive shall be eligible to receive awards of
additional “Equity-Based Incentives” (which term shall be defined herein to include
collectively stock options, restricted stock, restricted stock units, stock appreciation
rights, deferred stock units, and/or other equity-based incentives), at the discretion of the
Board



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or the C&OD Committee. Any performance goals attached to a grant of such Equity-Based
Incentives will be based on criteria approved by the Board or the C&OD Committee. Executive
will be granted a specific number of time-based vesting restricted stock units on or around
April 1, 2011 where the number of units granted will equal $8,000,000 divided by the per
share closing price of the Company’s common stock on the date of grant. It is the intent of
the Board and the C&OD Committee to grant Executive at least 150,000 time-based vesting
restricted stock units each year in or around April 2012 and April 2013; provided, however,
in no case will the Economic Value of an annual grant exceed $12,000,000. For purposes of
this provision, “Economic Value” is defined as the closing stock price of Company common
stock on the grant date multiplied by the number of units or shares awarded. Specific grant
terms, including the number of shares or units granted must be approved by the Board or the
C&OD Committee prior to the award of any Equity-Based Incentives. Any restricted stock unit
grants made in or around April 2011 and April 2012 will be issued pursuant to a form of
agreement that contains a special provision substantially similar to that in Exhibit A.




     (e) Amendment of Outstanding Stock Option Grant Agreements. The stock option
grant agreements listed in Exhibit B are hereby amended by adding the following
language to the end thereof:




“Extension of Exercise Period. Notwithstanding the preceding, in
the event the Optionee is terminated by the Company without Cause or resigns
for Good Reason (as defined in Paragraphs 4(f) and 4(h) of the Amended and
Restated Employment Agreement dated February 24, 2011, as applicable), the
Option, to the extent unexercised and exercisable by the Optionee on the
date the Optionee’s employment terminated, may be exercised by the Optionee
within the twelve (12) month period following the date on which the
Optionee’s service terminated, but in any event no later than the expiration
date designated under this Option Agreement. Provided, however, that if
after the Optionee gives six (6) months notice of his resignation on or
after September 1, 2013, the Company then terminates the Optionee without
Cause, then the Option, to the extent unexercised and exercisable by the
Optionee on the date the Optionee’s employment terminated, may be exercised
by the Optionee until the expiration date designated under this Option
Agreement”




     (f) 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, health savings account plans, deferred compensation, 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.




     (g) 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



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vouchers, invoices and such other documentation in accordance with reasonable policies
and procedures established by the Company.




     4. Severance. Upon termination of employment for any reason other than a Change
in Control (as such term is defined in the Change in Control Agreement executed by
Executive, attached hereto as Exhibit C, as amended from time to time), Executive
shall receive payment of (i) his Base Salary, as then in effect, through the date of
termination of employment, (ii) all accrued business and relocation expense reimbursements,
(iii) subject to Paragraph 17(f) below, all compensation previously earned but deferred by
the Executive (together with any accrued interest thereon) and not yet paid by the Company,
and (iv) 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 (i) through (iv), collectively, the “Accrued Obligations”). In addition, the
following shall apply:




     (a) Voluntary 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 (x) Cause, (y) Executive’s becoming Disabled or (z)
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 Paragraph 4(e), Executive will be
entitled to:




     (i) 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; and




     (ii) the monthly premiums required to continue the Executive’s group
health coverage (medical, dental and vision coverage) for a period of
eighteen (18) months, at the coverage level provided to Executive on his
termination date, provided Executive timely elects to continue such benefits
in accordance with the applicable provisions of the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”). All coverage will be subject
to the terms and conditions of COBRA and the applicable group health plan.
In lieu of the COBRA continuation payment under this paragraph, the Company
may, in its sole and absolute discretion, substitute an equivalent value
taxable payment to the Executive in an amount to be determined at the time
of Executive’s termination, and payable monthly until the expiration of the
18 month period; and




     (iii) accelerated vesting of all outstanding Equity-Based Incentives
(excluding stock options held by the Executive that have an exercise price
above the closing price of the Company’s common stock on his termination
date) held by the Executive on his termination date. All vested stock
options and stock appreciation rights at the time of termination of
employment shall remain exercisable until the earlier to occur of (X) the



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first anniversary of the effective date of such termination, and (Y)
their final stated expiration date.




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




          (c) Voluntary Termination without Good Reason with Notice Given on or after September 1,
2013. If at any time on or after September 1, 2013, the Executive provides to the Board
written notice of his resignation for any reason (not Good Reason) not less than six months
prior to the effective date of such resignation, the Board shall cause the vesting acceleration
of all unvested outstanding Equity-Based Incentives held by the Executive (excluding stock
options held by the Executive that have an exercise price above the closing price of the
Company’s common stock on his termination date) on his termination date; provided, however, that
the accelerated vesting described in this sentence shall not apply to any unvested Equity-Based
Incentives awarded on or after January 1, 2013. All vested stock options and stock appreciation
rights at the time of termination of employment shall remain exercisable until their final stated
expiration date. Provided further, that if after the Executive gives six months notice of his
resignation pursuant to this paragraph, the Company then terminates the Executive’s employment
without Cause prior to the effective date of the resignation, then Executive will be entitled to
the following, in lieu of any severance under Paragraph 4(a) and subject to Executive’s
compliance with the provisions in Paragraph 4(e):





     (i) A one-time lump sum payment of Executive’s Base Salary from the
actual termination date through the date that is six months from the date
the Executive submitted his notice;




     (ii) the premiums for COBRA continuation coverage for the same
amount of time made in a manner consistent with the manner set forth in
Paragraph 4(a)(ii);




     (iii) a one-time lump sum payment in the amount of 1.0 times
Executive’s target ICP Bonus opportunity prorated for the actual number of
days the Executive was employed in the fiscal year in which Executive
provided notice through the earlier of (X) December 31st of that
year or (Y) the date that is six months from the date the Executive
submitted his notice; and



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     (iv) vesting acceleration of all unvested outstanding Equity-Based
Incentives held by the Executive (excluding stock options held by the
Executive that have an exercise price above the closing price of the
Company’s common stock on his termination date) on his termination date;
provided, however, that the accelerated vesting described in this sentence
shall not apply to any unvested Equity-Based Incentives awarded on or after
January 1, 2013. All vested stock options and stock appreciation rights at
the time of termination of employment shall remain exercisable until their
final stated expiration date.



          (d) 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,
Executive or his heirs or estate, as applicable, will receive (i) payment of the product of (x)
the target ICP Bonus opportunity in the year in which death or Disability occurred , 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. In lieu of the COBRA
continuation payment under this paragraph, the Company may, in its sole an absolute discretion,
substitute an equivalent value taxable payment to the Executive or his beneficiary in an amount
to be determined at the time of Executive’s termination and payable monthly until the expiration
of the 18 month period. Notwithstanding any contrary provision of any Company equity plan or
award agreement, all outstanding equity awards shall accelerate and vest in full upon Executive’s
termination of employment with the Company as a result of death or Disability.




          (e) 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 Employee 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 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.




          (f) Cause. The Company may terminate 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
Executive of Executive’s material responsibilities and material duties under this
Agreement which are demonstrably willful and deliberate on Executive’s part and
which are not remedied in a reasonable period



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of time after receipt of written notice from the Company, (B) commission of an
intentional act of fraud, embezzlement or theft by Executive in connection with
Executive’s duties or in the course of 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 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 Executive’s employment for Cause under
clause (B), (C), (D), (E), or (F) of such definition set forth above unless: (a) the
Company provides Executive with written notice of its intent to consider termination
of 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, Executive shall have a reasonable
opportunity to appear before the Board, with or without legal representation, at
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, Executive shall be given 30 days after such meeting to correct such act
or failure to act; and (c) following presentation to the Board as provided in clause
(b) above or Executive’s failure to appear before the Board 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, Executive may be
terminated for Cause only if (1) the Board, by an affirmative vote of a majority of
its members (excluding Executive and any other member of the Board reasonably
believed by the Board to be involved in the events leading the Board to terminate
Executive for Cause), determines that the acts or failures to act of the Executive
specified in the notice occurred and remained uncorrected, and Executive’s
employment should accordingly be terminated for Cause; and (2) the Board provides
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.



          (g) 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


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




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





          (i) a substantial diminution in 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 Executive;




          (ii) any failure by the Board to 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, 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;




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




          (iv) any failure by the Company to comply with any of the provisions of
Paragraph 3 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 Executive;




          (v) any purported termination of Executive’s employment for Cause which is not
effected pursuant to the provisions of Paragraph 4(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
Executive in his sole discretion, to assume and agree to perform this Agreement.




For Executive to have “Good Reason” to terminate employment and receive severance under this
Agreement, Executive must (i) have notified the Company in writing within 90 days after the
initial existence of any “Good Reason” condition listed in this Agreement, and the Company
failed to cure the condition within 30 days after receiving notice, and (ii) terminate
employment within two years after the initial existence of any of the “Good Reason”
conditions listed above.



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          5. Additional Documentation.




               (a) Executive Documents. The Company and Executive have previously entered into a
Change-in-Control Agreement and an Indemnification Agreement in the forms attached hereto as
Exhibits B and E, respectively (together, the “Executive Documents”).



               (b) Standard Employee Documents. The Company and Executive have previously entered
into 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 “Employee Documents”).




     6. Assignment. This Agreement will be binding upon and inure to the benefit of
(i) the heirs, executors and legal representatives of Executive upon Executive’s death and
(ii) 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.




     7. 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:


Life Technologies Corporation

5791 Van Allen Way

Carlsbad, CA 92008


Attn: Senior Vice President, Global Human Resources



With a copy to



Life Technologies Corporation

5791 Van Allen Way

Carlsbad, CA 92008



Attn: Chief Legal Officer




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     If to Executive:


3317 Poppy Hills Lane

Encinitas, CA 92024



Or at any updated residential address provided to the Company by the Executive hereafter.





     8. 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.




     9. Entire Agreement. This Agreement, together with the exhibits hereto,
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 Executive and the Company.



          10. Arbitration and Equitable Relief.




               (a) Except as provided in Paragraph 10(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.



               (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 Employee Documents, without breach of this arbitration agreement and
without abridgement of the powers of the arbitrator.



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               (e) EXECUTIVE HAS READ AND UNDERSTANDS PARAGRAPH 10, 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.




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




     12. 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.




     13. No Mitigation. The amounts payable to Executive pursuant to this Agreement
will not be subject to any requirement of mitigation, nor, except as specifically set forth
herein, will they be offset or otherwise reduced by reason of Executive’s receipt of
compensation from any source other than the Company.




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




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     15. Legal Fees. The Company agrees to reimburse the Executive for all
reasonable legal fees and costs incurred by the Executive in connection with the negotiation
and preparation of this Agreement.




     16. 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.




     17. Section 409A. The following provisions apply to this Agreement
notwithstanding anything to the contrary herein:



               (a) Section 409A Compliance. This Agreement is intended to comply with, or
otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and any regulations and Treasury guidance promulgated thereunder (“Section 409A”). The
Company shall undertake to administer, interpret, and construe this Agreement in a manner that
does not result in the imposition on Executive of any additional tax, penalty, or interest under
Section 409A. If the Company determines in good faith that any provision of this Agreement would
cause Executive to incur an additional tax, penalty, or interest under Section 409A, the C&OD
Committee and Executive shall use reasonable efforts to reform such provision, if possible, in a
mutually agreeable fashion to maintain to the maximum extent practicable the original intent of
the applicable provision without violating the provisions of Section 409A or causing the
imposition of such additional tax, penalty, or interest under Section 409A.




               “Termination of employment,” or words of similar import, as used in this Agreement
means, for purposes of any payments under this Agreement that are payments of deferred
compensation subject to Section 409A, the Executive’s “separation from service” as defined
in Section 409A. For purposes of Section 409A, the right to a series of installment payments
under this Agreement shall be treated as a right to a series of separate payments.



               (b) Payment of Bonuses. All bonuses payable under this Agreement shall be paid
between January 1 and March 15 of the year after the performance year, subject to any deferral
election made by Executive.



               (c) Payment of Accrued Obligations and Severance. All Accrued Obligations payable
upon termination of Executive’s employment under this Agreement will be paid on the
30th day after Executive’s termination of employment. The severance payments described
in Paragraph 4(a) of this Agreement, other than the Accrued Obligations, will be paid within 30
days after Executive’s termination of employment provided that Executive executes and does not
revoke the full and general release agreement that includes the provisions set forth in Exhibit D
prior to the 29th day after Executive’s termination.



               (d) Reimbursements. With respect to any reimbursement of expenses of, or any
provision of in-kind benefits to, Executive, as specified under this Agreement, such
reimbursement of expenses or provision of in-kind benefits shall be subject to the following



-12-









 







conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits
provided in one taxable year shall not affect the expenses eligible for reimbursement or the
amount of in-kind benefits provided in any other taxable year, except for any medical
reimbursement arrangement providing for the reimbursement of expenses referred to in Section
105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made no later than the
end of the year after the year in which such expense was incurred; and (iii) the right to
reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit.



               (e) Six-Month Delay. If a payment or benefit obligation under this Agreement arises
on account of Executive’s separation from service while Executive is a “specified employee” (as
defined under Section 409A), any payment of “deferred compensation” (as defined under Treasury
Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation
Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid or provided within six
months after such separation from service shall, in lieu thereof, be paid or provided, as
adjusted for interest, within 15 days after the end of the six-month period beginning on the date
of such separation from service or, if earlier, within 15 days after the appointment of the
personal representative or executor of Executive’s estate following his death. For purposes of
the preceding sentence, interest shall accrue at the prime rate of interest published in the
northeast edition of The Wall Street Journal on the date of Executive’s separation from service.



               (f) No Modification to Other Agreements. Nothing in this Agreement shall be treated
as modifying the payment timing provisions of any separate agreement, plan or arrangement between
the Company and Executive which is subject to Section 409A.



{Signature Page to Follow}






-13-









 








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



	 	 	 	 	 

	EXECUTIVE
	 	 	 	 
	 
	 	 	 	 
	/s/ Gregory T. Lucier

	 	Date: As of February 25, 2011	 	 
	 

Gregory T. Lucier

	 	 
	 	 
	 
	 	 	 	 
	COMPANY
	 	 	 	 
	 
	 	 	 	 
	/s/ Ronald A. Matricaria

	 	Date: As of February 25, 2011	 	 
	 

Ronald A. Matricaria

	 	 	 	 
	 
	 	 	 	 
	Chairperson, C&OD Committee
	 	 	 	 







-14-












 





EXHIBIT A




LIFE TECHNOLOGIES CORPORATION

NOTICE OF GRANT OF RESTRICTED STOCK UNITS



(LUCIER AGREEMENT)



     Gregory T. Lucier (the “Participant”) has been granted an award (the “Award”) pursuant to
the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”) consisting of one or more
rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive in
settlement of each such right one (1) share of Stock of Life Technologies Corporation, as follows:



	 	 	 

	Date of Grant:

	 	[Grant Date]
	 
	 	 
	Number of Restricted Stock Units:

	 	[Number of Shares Granted],
	 
	 	 
	Vesting Date:

	 	The date which is described below;
provided, however, that if the NASDAQ
is not opened on such date, then the
Vesting Date shall be next day the
NASDAQ is open.
	 
	 	 
	Vesting:

	 	The number of Vested Restricted Stock
Units shall be determined as follows,
provided the Participant’s Service has
not terminated prior to such date:






	 	 	 
	Anniversary of Date of Grant	 	Vested Percentage (Cumulative)
	1st
	 	25%
	2nd
	 	50%
	3rd
	 	75%
	4th
	 	100%






     By electronically accepting this document, the Company and the Participant agree that the
Award is governed by this Notice, the provisions of the Plan, and the Restricted Stock Units
Agreement attached to and made a part of this document, including any applicable Addendum or
Supplement thereto. The Participant acknowledges receipt of copies of the Plan and Restricted Stock
Unit Agreement, represents that the Participant has read and is familiar with its provisions, and
hereby accepts the Award subject to all of its terms and conditions.



	 	 	 	 	 	 	 

	ATTACHMENTS:

	 	 	1.	 	 	Life Technologies Corporation 2009 Equity Incentive Plan, as amended to the Date of Grant
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	Restricted Stock Units Agreement (U.S.)






 









 






LIFE TECHNOLOGIES CORPORATION




RESTRICTED STOCK UNITS AGREEMENT

(U.S.)


Life Technologies Corporation has granted to the individual (the “Participant”) named in the Notice
of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement
(the “Agreement”) is attached an award of Restricted Stock Units (the “Award”) upon the terms and
conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to and
shall in all respects be subject to the terms and conditions of the Life Technologies Corporation
2009 Equity Incentive Plan (the “Plan”), as amended to the Vesting Date. By accepting the Notice,
the Participant: (i) represents that the Participant has read and is familiar with the terms and
conditions of the Notice, the Plan and this Agreement, (ii) accepts the Award subject to all of the
terms and conditions of the Notice, the Plan and this Agreement, (iii) agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions arising
under the Notice, the Plan or this Agreement, and (iv) acknowledges receipt of a copy of the
Notice, the Plan and this Agreement.



1. Definitions and Construction.





1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan. Whenever used herein, the following terms
shall have their respective meanings set forth below:




(a) “Cause” shall have the meaning provided in the employment agreement between the
Company and the Participant.




(b) “Company” means Life Technologies Corporation and each subsidiary or affiliate
that is classified as a Participating Company under the Plan’s terms.
Notwithstanding the preceding, with respect to administrative matters the term
“Company” shall solely refer to Life Technologies Corporation.




(c) “Date of Grant” means the effective date shown in the Notice.




(d) “Disability” shall have the meaning provided in the employment agreement between
the Company and the Participant.




(e) “Good Reason” shall have the meaning provided in the employment agreement
between the Company and the Participant.




(f) “Retirement” means, for purposes of this Agreement, that a Participant satisfies
the following criteria on his or her termination date: (i) the Participant’s Service
terminated for any reason other than Cause, (ii) as of the date the Participant’s
Service terminated, the Participant is credited with at least ten (10) Years of
Service, and (iii) as of the date the Participant’s Service terminated, the
Participant was age sixty (60) or older. For purposes of this Agreement, a
individual’s termination of Service will not qualify as “Retirement” unless it also
is treated as a “separation from service” as defined in Section 409A of the Code.



 









 






(g) “Years of Service” means a Participant’s period of continuous service with the
Company since his or her date of hire or, if applicable, most recent date of rehire.
A Participant will receive credit for a Year of Service if he or she is employed on
the anniversary date of his or her date of hire or, if applicable, most recent date
of rehire. A Participant’s Years of Service will include any period of Service for
which credit was granted for employment with a prior employer that merged with, or
was acquired by, the Company. Any period of service that is less than a full
365-day period shall be disregarded for purposes of this Agreement. If a
Participant’s Service with the Company is terminated for any reason other than Cause
and then the Participant is rehired by the Company, the Participant will receive
credit for periods of Service occurring prior to his or her rehire date only to the
extent he or she is credited with past service credit for benefits purposes under
the Company’s standard policies as documented and reported in the Company’s human
resources information system.




1.2. Construction. Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of this Agreement. Except when
otherwise indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise.



     2. Administration. All questions of interpretation concerning this Agreement shall be
determined by the Committee. All determinations by the Committee shall be final and binding upon
all persons having an interest in the Award. Any officer of the Company shall have the authority
to act on behalf of the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the officer has
apparent authority with respect to such matter, right, obligation, or election. As a condition to
receipt of the Award, all persons having an interest in the Award agree and understand that (i) if
any error occurs with respect to the establishment, creation and/or administration of the Award,
the Award shall be interpreted in light of the Committee’s original intent as determined in the
sole discretion of the Committee or the appropriate officer of the Company and (ii) the Committee
and/or appropriate officer of the Company shall have the authority to amend the Award, without the
consent of the Participant, to reflect the original intent of the Committee with respect to the
grant and terms of the Award.




3. Settlement of the Award.




3.1. No Additional Payment Required. The Participant shall not be required to make any
additional monetary payment (other than applicable tax withholding, if any) upon settlement
of the Award. Payment of the aggregate purchase price of the shares of Stock for which the
Award is being settled shall be made in the form of past services rendered by the
Participant to the Company or for its benefit which the Committee, by resolution, determines
to have a value not less than the aggregate purchase price of such shares of Stock.




3.2. Issuance of Shares of Stock. Subject to the provisions of Section 3.5 below, the
Company shall issue to the Participant, on a date (the “Settlement Date”) within thirty (30)
days following the Vesting Date (as defined in the Notice) a number of whole shares



 









 







of Stock equal to the vested Number of Restricted Stock Units (as defined in the Notice),
rounded down to the nearest whole number. Such shares of Stock shall not be subject to any
restriction on transfer other than any such restriction as may be required pursuant to
Section 3.5. On the Settlement Date, the Company shall pay to the Participant cash in lieu
of any fractional share of Stock represented by a fractional Restricted Stock Unit subject
to this Award in an amount equal to the Fair Market Value on the Vesting Date of such
fractional share of Stock.




3.3. Tax Withholding. At the time the Award is granted, or at any time thereafter as
requested by the Company, the Participant hereby authorizes withholding from payroll and any
other amounts payable to the Participant, and otherwise agrees to make adequate provision
for, any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company, if any, which arise in connection with the Award or the issuance
of shares of Stock in settlement thereof. The Company shall have no obligation to deliver
shares of Stock until the tax withholding obligations of the Company have been satisfied by
the Participant.




3.4. Certificate Registration. The certificate for the shares as to which the Award is
settled shall be registered in the name of the Participant, or, if applicable, in the names
of the heirs of the Participant.




3.5. Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and
issuance of shares of Stock upon settlement of the Award shall be subject to compliance with
all applicable requirements of federal, state or foreign law with respect to such
securities. No shares of Stock may be issued hereunder if the issuance of such shares would
constitute a violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system upon which the
Stock may then be listed. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be
necessary to the lawful issuance and sale of any shares subject to the Award shall relieve
the Company of any liability in respect of the failure to issue or sell such shares as to
which such requisite authority shall not have been obtained. As a condition to the
settlement of the Award, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any
applicable law or regulation and to make any representation or warranty with respect thereto
as may be requested by the Company.




3.6. Fractional Shares. The Company shall not be required to issue fractional shares upon
the settlement of the Award.




3.7. Leaves of Absence. If the Participant takes an approved leave of absence from active
Service with the Company, or takes a leave of absence to which the Participant is legally
entitled regardless of such approval, the following provisions will apply:




(a) Vesting During Leave. The Award will not vest during a leave of absence other
than an approved employee medical, FMLA or military leave. In the event that the
Participant returns from an approved leave of absence and performs services for the
Company for a period of at least thirty (30) days, then



 









 







the Participant shall be treated as if the period of leave had been a period of
continuous service with the Company and the Award shall become vested at the end of
such thirty (30) days of Service.




(b) Effect of Termination During Leave. If the Participant’s Service with the
Company is terminated during an approved leave of absence, then the Award will
expire in accordance Section 5 below.



     4. Nontransferability of the Award. Prior the Settlement Date, neither this Award nor
any Restricted Stock Unit subject to this Award shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except by will or by the laws of descent and
distribution.




5. Effect of Termination of Service.




5.1. Disability. If the Participant’s Service terminates because of the Disability of the
Participant, the Award, to the extent unvested on the date on which the Participant’s
Service terminated, shall be fully accelerated and the shares of Stock subject to such fully
vested Award shall be settled in accordance with Section 3 above within thirty (30) days
following the date on which his Service terminates because of Disability.




5.2. Death. If the Participant’s Service terminates because of the death of the
Participant, the Award, to the extent unvested on the date on which the Participant’s
Service terminated, shall be fully accelerated and shares of Stock subject to such fully
vested Award shall be settled accordance with Section 3 above by the issuance of shares of
Stock to the Participant’s legal representative or other person who acquired the right to
such shares of Stock by reason of the Participant’s death within thirty (30) days following
the date of death.




5.3. Retirement Provisions. If the Participant’s Service terminates because of the
Participant’s Retirement, then this Award shall become 100% vested and settled in accordance
with Section 3 above as of the date of such termination and the Participant shall receive
such payment from the Company within thirty (30) days following that date. Notwithstanding
any provision of this Agreement or the Plan, for any Participant to whom this Section 5.3
applies on the Date of Grant, or may apply prior to the Vesting Date, if a “Change in
Control,” occurs, then the Participant shall not receive an accelerated payment under
Section 3 unless such Change in Control is determined by the Company to qualify as a change
in control event under Section 409A(a)(2)(A)(v) of the Code. If such event does not so
qualify, then (I) the Participant shall be 100% vested in the Award, (II) the value of the
Shares shall be fixed as of the date the Change in Control, and (III) payment of such amount
shall be made to the Participant on the earliest of (i) the Vesting Date, or (ii) the date
the Participant “separates from service” as defined in Section 409A of the Code.




5.4. Voluntary Resignation Provisions. If, at any time on or after September 1, 2013, the
Participant provides the Company with written notice of his voluntary resignation no less
than six months prior to the effective date of such resignation, and the Participant’s




 











 






Service actually terminates because of the Participant’s voluntary resignation, this Award
shall become 100% vested on the date the Participant’s Service terminates and shall be
settled in accordance with Section 3 above within thirty (30) days of the date on which his
Service terminates.




5.5. Termination without Cause or Resignation for Good Reason Provisions. If the Company
terminates the Participant’s employment without Cause, or the Participant resigns for Good
Reason, this Award shall become 100% vested on the date the Participant separates from
service and settled in accordance with Section 3 above within thirty (30) days of the date
on which his service terminates.




5.6. Other Termination of Service. If the Participant’s Service terminates for any reason,
except Disability, death, or Retirement, the Award, to the extent unvested on the date on
which the Participant’s Service terminated, shall terminate and any unvested shares of Stock
subject to the Award shall be forfeited on the effective date of such termination of
Service.



     6. Return of Share Value. Notwithstanding any other provision of this Agreement, if
at any time during the provision of Participant’s Service to Company or within six (6) months after
voluntary or involuntary termination of the Participant’s Service for any reason, the Participant,
in the sole judgment of the Company, other than as an employee or a consultant for the Company in
the execution of Participant’s employment duties or provision of consulting services, as the case
may be, engages in any of the “Prohibited Activities” listed below, then, to the greatest extent
permitted by applicable law: (i) to the extent this Award has not yet become vested, it shall
immediately be cancelled; (ii) any Shares issued upon vesting of this Award during the time period
that is six (6) months prior to and six (6) months after the date of termination of Service that
have not yet been sold by Participant shall be returned to the Company; and (iii) if the
Participant has sold any Shares issued upon vesting of the Award during the time period that is six
(6) months prior to and six (6) months after the date of termination of Service, the Participant
shall return to the Company, in the form of a cash payment, the value of such Shares on their
vesting date, without regard to any subsequent market price decrease or increase, shall be paid by
such individual to the Company.




6.1. “Prohibited Activities” for purposes of this Section 6, are defined as follows:




(a) Directly or indirectly, through an affiliated or controlled entity or person, on
Participant’s own behalf or as a partner, consultant, proprietor, principal, agent,
creditor, security holder, trustee or otherwise in any other capacity (except by
ownership of one percent (1%) or less of the outstanding stock of any publicly held
corporation) engaging in the following: owning, managing, operating, financing,
controlling, investing, participating or engaging in, lending Participant’s name or
credit to, rendering services or advice to, or devoting any material endeavor or
effort to any business that develops, manufactures, distributes, markets, sales or
provides any products or services which are competitive with or similar to the
products or services developed (including products or services under development or
the subject of planning for possible development), manufactured, distributed,
marketed, sold or otherwise provided by



 









 







Company during Participant’s Service, including but not limited to the “Competitor
List” below;




(b) Directly or indirectly soliciting or otherwise inducing any employee to end
his/her employment with Company;




(c) Disclosing or misusing any confidential, proprietary or material information
concerning the Company;




(d) Directly or indirectly soliciting Company customers (including prospective
customers) that Participant had contact with or access to confidential or
proprietary information about during Participant’s Service or otherwise inducing
such customers to reduce or terminate their business relationship with Company; or




(e) Engaging in research and development efforts (including customer assessment,
observation and collaboration activities) such as testing, design, development, and
process analysis related to or similar to efforts Participant engaged in or had
access to confidential or proprietary information about during Participant’s Service
to Company.




6.2. For purposes of this Section 6, the “Competitor List” includes, but is not limited to,
the following entities: Qiagen, Agilent, Allergan, C. R. Bard, Biogen Idec, Cephalon,
DENTSPLY International, Forest Laboratories, Genzyme, Hologic, Hospira, Quest Diagnostics,
St. Jude Medical, Varian Medical Systems, Thermo Fisher Scientific, Inc., Becton, Dickinson
and Company, Beckman Coulter, General Electric Company, Takara/Clontech, VWR International,
Active Motif, Sigma-Aldrich, Waters Corporation, Bio-Rad Laboratories, Charles River
Laboratories, Millipore Corporation, Illumina, PerkinElmer, as well as any entity that is a
successor to, acquires a majority of the assets of, or merges in whole or in part with any
of the foregoing entities.




6.3. Participant acknowledges and agrees that (i) this Section 6 is necessary for the proper
protection of the Company’s legitimate business interests, including protection of its trade
secrets and confidential and proprietary information, as well as its customer and strategic
relationships and good will, (ii) during the provision of Participant’s Service to Company,
Participant has and/or will be personally entrusted with and exposed to such confidential
and proprietary information and may also be exposed to Company’s customer and strategic
relationships, (iii) Participant’s services are special and unique; (iv) Company has and
will continue to be engaged in the highly competitive life sciences and biotechnology
industry and the trade secrets, confidential and proprietary information, including its
technologies, services and other developments are likely to be of great value to
competitors; (v) Company operates in a world wide market and its business and customers are
not geographically distinct, therefore, it is appropriate that this provision applies to
Prohibited Activities anywhere in the world; (vi) Company will suffer great loss and
irreparable harm if Participant were to engage in the Prohibited Activities; and (vii) the
Prohibited Activities, including with respect to time, geographic area, and scope of
activity are limited and reasonable and do not impose a greater restraint than is necessary
to protect the goodwill and business interests of Company and



 









 







allow Participant an adequate number and variety of employment alternatives, based on
Participant’s varied skills and abilities.




6.4. In the event a court of competent jurisdiction determines that the geographic area,
duration, or scope of activity of any restriction under this Section 6 are more extensive
than is necessary to protect the legitimate business interests of Company or otherwise
unenforceable, the restrictions under this Section 6 and its subparagraphs shall be reformed
and modified to the extent required to render them valid and enforceable. Notwithstanding
Section 11.7 of this Agreement, this Section 6 may be in addition to and does not limit the
effect of other agreements or understandings between Participant and Company with respects
to matters addressed in it, including with respect to prohibitions against solicitation and
the protection of Company’s trade secrets and confidential information.



     7. Adjustments for Changes in Capital Structure. Subject to any required action by
the stockholders of the Company, in the event of any change in the Stock effected without receipt
of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change
in the capital structure of the Company, or in the event of payment of a dividend or distribution
to the stockholders of the Company in a form other than Stock (excepting normal cash dividends)
that has a material effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number and class of shares subject to the Award, in
order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes
of the foregoing, conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” Any fractional share resulting from an
adjustment pursuant to this Section 7 shall be rounded down to the nearest whole number. Such
adjustments shall be determined by the Committee, and its determination shall be final, binding and
conclusive.



     8. Rights as a Stockholder, Director, Employee or Consultant. The Participant shall
have no rights as a stockholder with respect to any shares which may be issued in settlement of
this Award until the date of the issuance of a certificate for such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the
record date is prior to the date such certificate is issued, except as provided in Section 7. If
the Participant is an Employee, the Participant understands and acknowledges that, except as
otherwise provided in a separate, written employment agreement between a Participating Company and
the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing
in this Agreement shall confer upon the Participant any right to continue in the Service of the
Company or a Participating Company or interfere in any way with any right of the Participating
Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as
the case may be, at any time.



     9. Legends. The Company may at any time place legends referencing any applicable
federal, state or foreign securities law restrictions on all certificates representing shares of
stock issued pursuant to this Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing shares acquired



 









 




pursuant to this Award in the possession of the Participant in order to carry out the
provisions of this Section.




     10. Applicable Law; Mandatory Forum; Consent to Personal Jurisdiction.




10.1. Applicable Law. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware.




10.2. Mandatory Forum for Litigation. The parties irrevocably agree that any and all
controversies or disputes involving, relating to, or arising out of, or under, this
Agreement, including but not limited to its construction, interpretation or enforcement,
shall exclusively be litigated in the state courts of the State of Delaware.




10.3. Consent to Personal Jurisdiction and Waiver. Participant acknowledges that by
entering into this Agreement and upon acceptance of any Shares issued by the Company
hereunder, Participant is entering into a contract in the State of Delaware and is
transacting business in the State of Delaware. Participant irrevocably and unconditionally
consents to the personal jurisdiction of the state courts of Delaware with regard to any and
all controversies or disputes involving, relating to, or arising out of, or under, this
Agreement. Participant further irrevocably and unconditionally waives any defense or
objection of lack of personal jurisdiction over Participant by the state courts of the State
of Delaware.




11. Miscellaneous Provisions.




11.1. Further Instruments. The parties hereto agree to execute such further instruments and
to take such further action as may reasonably be necessary to carry out the intent of this
Agreement.




11.2. Binding Effect. Subject to the restrictions on transfer set forth herein, this
Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.




11.3. Termination or Amendment. The Committee may terminate or amend the Plan or the Award
at any time; provided, however, that except as provided in Section 6 in connection with a
Change in Control, no such termination or amendment may adversely affect the Award without
the consent of the Participant unless such termination or amendment is necessary to comply
with any applicable law or government regulation. No amendment or addition to this
Agreement shall be effective unless in writing.




11.4. Vesting Acceleration. The Committee, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the Award at any time, subject to the
terms of the Plan. If so accelerated, such Award will be considered as having vested as of
the date specified by the Committee and shall be settled through the issuance of shares on
the applicable Settlement Date.




11.5. Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary
and to the extent the Award is subject to taxation in the United States, if the



 









 







vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units
is accelerated in connection with Participant’s termination of Service (provided that such
termination is a “separation from service” within the meaning of Section 409A of the Code,
as determined by the Company) pursuant to Section 5 of this Agreement and if (i) Participant
is a “specified employee” within the meaning of Section 409A of the Code at the time of such
termination of Service and (ii) the payment of such accelerated Restricted Stock Units will
result in the imposition of additional tax under Section 409A of the Code if paid to
Participant on or within the six (6) month period following Participant’s termination of
Service, then the payment of such accelerated Restricted Stock Units will not be made until
the date six (6) months and one (1) day following the date of Participant’s termination of
Service. It is the intent of this Agreement to comply with the requirements of Section 409A
of the Code so that none of the Restricted Stock Units provided under this Agreement or
            shares of Stock issuable thereunder will be subject to the additional tax imposed under
Section 409A of the Code, and any ambiguities herein will be interpreted to so comply.




11.6. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given (except to the extent that this Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery, upon deposit
in the United States Post Office, by registered or certified mail, or with an overnight
courier service with postage and fees prepaid, addressed to the other party at the address
shown below that party’s signature or at such other address as such party may designate in
writing from time to time to the other party.




11.7. Integrated Agreement. The Notice and this Agreement constitute the entire
understanding and agreement of the Participant and the Company with respect to the subject
matter contained herein or therein and supersedes any prior agreements, understandings,
restrictions, representations, or warranties among the Participant and the Company with
respect to such subject matter other than those as set forth or provided for herein or
therein. To the extent contemplated herein or therein, the provisions of the Notice and the
Agreement shall survive any settlement of the Award and shall remain in full force and
effect.




11.8. Counterparts. The Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.




11.9. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to the Award or future awards granted under the Plan by electronic means
or request the Participant’s consent to participate in the Plan by electronic means. By
accepting this Award, the Participant hereby consents and agrees to receive such documents
by electronic delivery and agrees to participate in the Plan through an on-line or
electronic system established and maintained by the Company or another third party
designated by the Company.




11.10. Severability. If any one or more of the provisions (or any part thereof) of the Plan
or this Agreement issued hereunder, shall be held to be invalid, illegal or unenforceable in
any respect, such provision shall be modified so as to make it valid, legal and



 









 







enforceable, and the validity, legality and enforceability of the remaining provisions (or
any part thereof) of the Plan or this Agreement shall not in any way be affected or impaired
thereby. The Company may, without the consent of any Participant, and in a manner
determined necessary solely in the discretion of the Company, amend the Plan and this
Agreement as the Company deems necessary to ensure the Plan and all Awards remain valid,
legal or enforceable in all respects.



 









 





EXHIBIT B




List of Option Awards



	 	 	 
	Type of Award	 	Grant Date
	 
	Nonqualified Option Agreement

	 	May 30, 2003
	 
	Incentive Option Agreement

	 	May 14, 2004
	 
	Nonqualified Option Agreement

	 	May 14, 2004
	 
	Nonqualified Option Agreement

	 	November 12, 2004
	 
	Incentive Option Agreement

	 	May 13, 2005
	 
	Nonqualified Option Agreement

	 	May 13, 2005
	 
	Nonqualified Option Agreement

	 	November 14, 2005
	 
	Incentive Option Agreement

	 	March 1, 2006
	 
	Nonqualified Option Agreement

	 	March 1, 2006
	 
	Nonqualified Option Agreement

	 	November 21, 2008
	 
	Nonqualified Option Agreement

	 	March 1, 2010






 









 





EXHIBIT C




Lucier Change in Control Agreement


Mr. Lucier is party, with the Company, to a Change-in-Control Agreement for executive officers
employed on or before February 28, 2007, in the form filed with the Registrant’s Current Report on
Form 8-K, filed on March 2, 2007 (File No. 000-25317).





 











 





EXHIBIT D




Provisions To Be Included in General Release Agreement


1. General Release




     1.1. Executive unconditionally, irrevocably and absolutely releases and discharges Company,
and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or
other affiliated entities of Company, past and present, as well as Company’s employees, officers,
directors, shareholders, agents, successors and assigns (collectively, “Released Parties”), and
Company hereby unconditionally, irrevocably and absolutely releases and discharges Executive,
from: all claims related in any way to the transactions or occurrences between them to date; and
all actions taken by Executive on behalf of or relating to Company, in either case, to the fullest
extent permitted by law, including, but not limited to, Executive’s employment with Company, the
termination of Executive’s employment with Company, Executive’s service on the Company’s Board of
Directors, Executive’s service as Chairman of the Board of Directors of Company, and all other
losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or
unsuspected, arising directly or indirectly out of or in any way connected with Executive’s
employment with Company, service on the Company’s Board of Directors, and or Executive’s service
as Chairman of the Board of Directors of Company. This release is intended to have the broadest
possible application and includes, but is not limited to, any tort, contract, common law,
constitutional or other statutory claims, including, but not limited to, alleged violations of the
California Labor Code or the federal Fair Labor Standards Act, Title VII of the Civil Rights Act
of 1964 and the California Fair Employment and Housing Act, the Americans with Disabilities Act,
the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), all claims for reprisal or
retaliation under federal or state law, and all claims for attorneys’ fees, costs ‘and expenses.



     1.2. The parties acknowledge that they may discover facts or law different from, or in
addition to, the facts or law that they know or believe to be true with respect to the claims
released in this Agreement and agree, nonetheless, that this Agreement and the releases contained
in it shall be and remain effective in all respects notwithstanding such different or additional
facts or the discovery of them.



     1.3. The parties declare and represent that they intend this Agreement to be complete and not
be subject to any claim of mistake, and that the releases herein express final, full and complete
releases, and regardless of the adequacy or inadequacy of the consideration, the parties intend
the releases herein to be final and complete. The parties execute these releases with the full
knowledge that these releases cover all possible claims between them to date, to the fullest
extent permitted by law, except as otherwise provided in this Agreement.



 









 





     1.4. The parties expressly waive their right to recovery of any type, including damages or
reinstatement, in any administrative or court action, whether state or federal, and whether
brought by either party, or on either party’s behalf, related in any way to the matters released
herein.



     1.5 The general release and other provisions contained in this section 1 (the “Release”) and
the terms of section 2 below shall become effective immediately upon execution of this Agreement by
the parties; provided, however, that to the extent the Release and the terms of section 2 relate to
age discrimination under the ADEA they shall not be effective until the Effective Date of this
Agreement, as described in Section 11.4 below.


2. California Civil Code Section 1542 Waiver. The parties expressly acknowledge and agree
that all rights under Section 1542 of the California Civil Code are expressly waived. That section
provides:





A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FA VOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


3. Representation Concerning Filing of Legal Actions. The parties represent that, as of the
date of this Agreement, neither has filed any lawsuits, charges, complaints, petitions, claims or
other accusatory pleadings against the other party or any released Party in any court or with any
governmental agency. The parties further agree that, to the fullest extent permitted by law, they
will not prosecute, nor allow to be prosecuted on their behalf, in any administrative agency,
whether state or federal, or in any court, whether state or federal, any claim or demand of any
type related to the matters released above, it being the intention of the parties that with the
execution of this release, each of them will be absolutely, unconditionally and forever discharged
of and from all obligations to or on behalf of the other party related in any way to the matters
discharged herein.



4. Nondisparagement. Executive agrees not to disparage, defame or make negative or critical
statements, written or oral, regarding the personal or business reputation, technology, products,
practices or conduct of Company or any of the other Released Parties. In addition, except as
required by law, Executive shall not, without the prior written approval of Company’s Board of
Directors, make any statements regarding Company or the Released Parties that Executive knows, or
reasonably should know, would lead to such statements being publicly disseminated in the media.
Likewise, Company agrees that its officers and directors will not disparage, defame or make
negative or critical statements, written or oral, regarding the personal or business reputation,
practices or conduct of Executive.






 









 







5. Confidentiality and Return of Company Property.




     5.1. Confidential or Proprietary Information. Executive agrees that he will not use, remove
from Company’s premises, make unauthorized copies of or disclose any confidential or proprietary
information of Company or any affiliated or related entities, including but not limited to, their
trade secrets, copyrighted information, customer lists, any information encompassed in any research
and development, reports, work in progress, drawings, software, computer files or models, designs,
plans, proposals, marketing and sales programs, financial projections, and all concepts or ideas,
materials or information related to the business or sales of Company and any affiliated or related
entities that has not previously been released to the public by an authorized representative of
those companies or that has not otherwise become publicly known other than by reason of any
violation by the Executive of this Agreement or any Confidentiality Agreement (as defined in
section 5.2, below).



     5.2. Continuing Obligations. Executive agrees that the Trade Secrets Policy, New Employee
Orientation Agreement dated, the Information and Technology Agreement dated, and the Company’s
Insider Trading Policy that he executed in connection with his employment (collectively referred
to as the “Confidentiality Agreements”) shall remain in effect. Executive agrees to continue to
comply with the Confidentiality Agreements.



     5.3. Return of Company Property. By signing this Agreement, Executive represents and warrants
that he will have returned to Company on or before [insert date agreed upon by the parties], all
Company property, including all confidential and proprietary information, as described in the
Confidentiality Agreements, and all materials and documents containing trade secrets and
copyrighted materials, including all copies and excerpts of the same and all digital or electronic
files.


6. Nonsolicitation. Executive understands and agrees that Company’s employees and customers
and any information regarding Company’s employees and/or customers is confidential and constitutes
trade secrets. Accordingly, Executive agrees that for a period of 12 months Executive will not,
either directly or indirectly, separately or in association with others: (a) interfere with,
impair, disrupt or damage Company’s relationship with any of its customers, customer prospects,
vendors, Executives, collaborators, joint venturers, partners, licensors, or licensees by
soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away
business or opportunities from Company; or (b) interfere with, impair, disrupt or damage Company’s
business by soliciting, encouraging or attempting to hire any of Company’s employees or causing
others to solicit or encourage any of Company’s employees to discontinue their employment with
Company.






 









 







7. Cooperation. Due to Executive’s former position with Company, Company may require his
assistance and cooperation with respect to patents, administrative matters, litigation or
government agencies or institutions. Accordingly, Executive agrees that should Company request his
assistance with respect to such matters, he will fully cooperate and assist Company in responding
to and resolving such matters. Company agrees (i) not to make unreasonable requests pursuant to
this Section 7, (ii) to take into consideration and take reasonable steps to accommodate the
requirements of Executive’s employment situation at the time, and (iii) to pay any and all
reasonable costs or expenses incurred by Executive in responding to such requests, including,
without limitation, any travel or lodging costs or necessary attorneys’ fees.



8. No Admissions. By entering into this Agreement, neither party makes any admission that
he or it has engaged, or is now engaging, in any unlawful conduct. The parties understand and
acknowledge that this Agreement is not an admission of liability and shall not be used or construed
as such in any legal, administrative or other similar proceeding.



9. No Other Severance Benefits. Executive acknowledges and agrees that the severance
payments and benefits provided pursuant to the Employment Agreement between the Executive and the
Company dated as of May 26, 2003, and the Restricted Stock Agreement and Nonstatutory Stock Option
Agreement attached thereto (cumulatively, the “Employment Agreement"), is in lieu of any other
severance benefits for which Executive may be eligible under any other agreement, including the
Change-in-Control Agreement between the Executive and the Company dated as of May 26, 2003, and or
any other Company severance plan or practice.



10. Indemnification; Insurance; ERISA; and Legal Process. Nothing in this Agreement is
intended to or should be construed to contradict, modify or alter the terms and conditions of the
Indemnification Agreement between the Executive and the Company dated the 26th day of
May 2003, any rights of Executive to indemnification under the By-laws of the Company or applicable
state law, any rights of Executive under any insurance policy of the Company, any rights of
Executive under any plan of the Company adopted pursuant to the Employee Retirement Income Security
Act (ERISA), or any rights of the Executive to enforce the terms of this Agreement or the terms of
the severance payments and benefits provided pursuant to the Employment Agreement. Nothing in this
Agreement is intended to or should be construed to preclude Executive or Company from disclosing
information required in response to a subpoena duly issued by a court of law or a government agency
having jurisdiction or power to compel such disclosure, or from giving full, truthful and
cooperative answers in response to a duly issued subpoena or as otherwise may be required by law.



11. [Depending on Mr. Lucier’s age at time of termination] Older Workers’ Benefit Protection
Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit
Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other
provisions of this Agreement, are agreed to for this purpose:




     11.1. Executive acknowledges and agrees that he has read and understands the terms of this
Agreement.



     11.2. Executive acknowledges that this Agreement advises him in writing that he should
consult with an attorney before executing this Agreement, and that he has obtained and considered
such legal counsel as he deems necessary, such that he is entering into this Agreement freely,
knowingly, and voluntarily.



 









 





     11.3. Executive acknowledges that he has been given at least twenty-one (21) days in which
to consider whether or not to enter into this Agreement. Executive understands that, at his
option, Executive may elect not to use the full 21-day period.



     11.4. Except as otherwise provided in Section 1.5 above, this Agreement shall not become
effective or enforceable until the eighth day after Executive signs this Agreement. In other words,
Executive may revoke his acceptance of all provisions of this Agreement, except for those rights
and obligations that become effective upon execution of this Agreement as provided in Section 1.5
above, within seven (7) days after the date he signs it. Executive’s revocation must be in writing
and received by Company’s Vice President of Human Resources by 5:00 p.m. P.S.T. on the seventh day
in order to be effective. If Executive does not revoke acceptance within the seven (7) day period,
Executive’s acceptance of this entire Agreement shall become binding and enforceable on the eighth
day (“Effective Date”). The severance payments and benefits described in the Employment Agreement
shall become due and payable on or after the eighth day after Executive signs this Agreement
provided it has not been revoked.



     11.5. This Agreement does not waive or release any rights or claims that Executive may have
under the ADEA that arise after the execution of this Agreement.


12. Severability. In the event any provision of this Agreement shall be found unenforceable
by a court of competent jurisdiction, the provision shall be deemed modified to the extent
necessary to allow enforceability of the provision as so limited, it being intended that the
parties shall receive the benefits contemplated herein to the fullest extent permitted by law. If a
deemed modification is not satisfactory in the judgment of such court, the unenforceable provision
shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not
be affected thereby.



13. Applicable Law. The validity, interpretation and performance of this Agreement shall be
construed and interpreted according to the laws of the United States of America and the State of
California.



14. Binding on Successors. The parties agree that this Agreement shall be binding on, and
inure to the benefit of, his or its successors, heirs and/or assigns.



15. Full Defense. This Agreement may be pled as a full and complete defense to, and may be
used as a basis for an injunction against, any action, suit or other proceeding that may be
prosecuted, instituted or attempted by any party or Released Party in breach of this Agreement.
Each party agrees that in the event an action or proceeding is instituted by the other party in
order to enforce the terms or provisions of this Agreement, the prevailing party shall be entitled
to an award of reasonable costs and attorneys’ fees incurred in connection with enforcing this
Agreement to the fullest extent permitted by law.



16. Good Faith. The parties agree to do all things necessary and to execute all further
documents necessary and appropriate to carry out and effectuate the terms and purposes of this
Agreement.



17. THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND
EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES
SHOWN BELOW AND SHALL BE EFFECTNE AS TO SEPARATE PORTIONS HEREOF ON THE RESPECTIVE DATES SET FORTH
ABOVE.








 









 








EXHIBIT E




Lucier Indemnification Agreement


Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the Quarterly
Period Ended June 30, 2003 (File No. 000-25317).