Exhibit
10.1


SUMMARY OF THE
BECKMAN COULTER, INC

2006 EXECUTIVE ANNUAL INCENTIVE PLAN (AIP)


WHO
PARTICIPATES:


·                  Key
executives designated by the Chief Executive Officer based on qualifying
factors established by the Organization and Compensation Committee (the
Committee) of the Board of Directors


FUNDING
THE OVERALL AIP AWARD POOL:


·                  The 2006 AIP is funded based on achievement of specified financial metrics.


·                  The AIP pool is based on a
participant’s assigned AIP level, at target, but may vary based on final
available funding.  While positions are
funded at this target, actual payments are determined by following the
Opportunity Award Guidelines.


·                  Each Global Business/Commercial Operations will have their respective
pools increased or decreased based on an organizational performance assessment.


·                  Corporate staff will have their respective pools increased or decreased
based on company-wide performance assessment.


·                  An interpolated incentive award percentage is calculated for incremental
results that fall between achievement levels for financial results.


·                  The impact of one-time, non-recurring items will be excluded.


·                  Achievement
of financial metrics as publicly reported does not guarantee payments under the
plan.


AIP AWARD DETERMINATION – Opportunity Award Guidelines:


·                  Opportunity Award
guidelines provide maximum flexibility to recognize and reward performance
achievement. Because each Global Business/Commercial Operations and CEO staff
has a pool for funding awards that cannot be exceeded, the actual award percentage
an employee receives will be determined by his or her organizational  performance, individual performance, and the
overall percentage distribution of performance ratings within the organization/staff
pool.  The formula for calculating the
Opportunity Award is:


–Bonus Target x Corporate
Payout Factor x Div/Group Payout Factor x Individual Performance Assessment
(zero sum rollup to Organization President Level)


·                  The Opportunity
Award is calculated by multiplying the percentage awarded based on individual
performance by the participant’s actual 2006 base pay.


·                  The sum of all
Opportunity Awards cannot exceed the available AIP award pool funding.


AIP
ADMINISTRATION GUIDELINES:


·                  The Committee
administers the AIP on behalf of the company. 
This responsibility includes interpretation of the plan and the sole and
absolute discretion to establish plan provisions, performance measures,
performance targets, specific award levels, payment methodology and timing, and
participation eligibility.  All Committee
interpretations, determinations and actions will be final, conclusive and
binding on all participants.  The Committee
has authorized the Chief Executive Officer as its designee in matters of annual
plan administration upon its approval of performance measures and targets.


AIP
TERMS AND CONDITIONS:


1.               All Corporate financial results will be measured on an “as reported”
basis with no adjustment for any effect of currency fluctuations.


 



 1
 








 


2.     Certain
qualifying events, including mergers, acquisitions and divestitures, and legal
settlements, may cause a modification to the financial measurements or
calculations based on reportable information. 
These events must be: 1) unanticipated; 2) non-recurring; 3) material;
4) not part of normal business operations; and/or 5) identified as an exception
approved by the Chief Executive Officer and the Organization and Compensation
Committee of the Board of Directors.


3.               To be eligible for an AIP award, a
participant must be in active pay status continuously through the last company-scheduled
workday of the year.  Partial payments
may be considered subject to the full discretion of the Committee or its
designee, for retirees as defined by the company’s retirement plan, who leave
before the end of the plan year.


4.               The Committee or its designee may determine
in its sole and absolute discretion, the status and incentive award level for
any participant whose responsibilities are changed, and of any key employee who
becomes eligible to participate in the plan after the beginning of the
performance period.


5.               AIP awards are payable either in cash or
stock at the Company’s discretion.


6.               The Committee at any time and from time to
time may terminate, suspend, modify or amend the plan.  Nothing in this plan or any award granted
shall confer on a participant any right to continue in the employ of the
company or interfere in any way with the right of the company to terminate
anyone’s employment.



 2