Exhibit
10.2


TRANSITION
AND RETIREMENT AGREEMENT


This TRANSITION
AND RETIREMENT AGREEMENT (this “Agreement”) is entered into as of July,
26, 2006, by and between BECKMAN COULTER, INC.,
a Delaware corporation (the “Company”), and Elias Caro
(“Executive”).


RECITALS


WHEREAS, Executive
is the Executive Vice President, International Diagnostics & Global Life
Sciences Commercial Operations of the Company (“Executive Vice President”);


WHEREAS, the
Company desires to have the continued benefit of Executive’s knowledge and
expertise until Executive retires from the Company on or about July 31, 2006 (“Retirement
Date”) and Executive desires to provide such services as the Company may
reasonably require during such period of time;


NOW,
THEREFORE, in consideration of the premises and the mutual
agreements set forth below, the parties hereby agree as follows:


1.                                      Services.


Executive shall remain Executive Vice President and
continue to perform the services of the Executive Vice President of the Company
until the Retirement Date.


2.                                      Compensation
and Benefits.


a.               The
Company shall continue to pay Executive a base salary at Executive’s current
rate of $12,516.67, subject to deductions and tax withholdings, for each
bi-weekly period, until the Retirement Date.


b.              For
a seventeen month period, commencing on August 1, 2006, the Company shall pay
Executive or his estate $12,516.67 bi-weekly, subject to deductions and tax
withholdings.


c.               The
Company shall pay Executive or his estate a prorated 2006 incentive bonus,
subject to withholdings, on or about the time it pays its employees incentive
bonuses for 2006 performance.  The bonus
Executive shall be paid shall equal the product of (i) the number of days in
2006 until the Retirement Date (but no less than 212 days) divided by 365, times
(ii) one hundred percent of the amount of the incentive bonus Executive would
have received for 2006 had the Executive served throughout 2006.  For purposes of certainty, the parties
acknowledge that in calculating the amount of the incentive bonus Executive
would have received for 2006 had the Executive 



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served throughout 2006, the Company shall assume that Executive’s
performance was at a level warranting a bonus of 100% of the level of Company
funding of executive bonuses for 2006 (such that, if the Company funds
executive bonuses for 2006 at a 70% level, Executive’s benefit pursuant to this
Paragraph 2.c. shall equal 100% of the 70% level Executive would have received
had he served throughout 2006, pro-rated as described above).


d.              At
the time the incentive bonus described in Paragraph 2.c. above is paid, the
Company shall pay Executive an additional lump sum payment equal to 10% of such
incentive bonus, subject to withholdings, which payment is intended to reflect
Retirement Plus contributions that would have been made had the employee
continued to be employed.


e.               The
Company shall provide to Executive continued eligibility to participate in the
Company’s medical plan coverage at normal active employee rates from the
Retirement Date for a period of one year, and thereafter at the Company’s COBRA
rates.  In the event of Executive’s death
during the one year period from the Retirement Date, Executive’s dependents may
continue medical coverage at COBRA rates for the period required by COBRA.  From and after the Retirement Date and for a
period required by COBRA, Executive shall be eligible for any other health
benefits, including dental and vision benefits, at rates provided for under
COBRA, and in accordance with the provisions of COBRA.  Executive acknowledges and agrees that all
medical and other health benefit premiums, including but not limited to those
set forth above, shall be at Executive’s own expense and are subject to premium
increases.


f.                 Executive’s
restricted stock grant scheduled to vest on January 9, 2007, will be
accelerated to vest on July 31, 2006.


g.              The
Company shall provide to Executive the Ayco Financial Planning Service (or a
successor service if one is selected by the Company) until June 30, 2007, in
accordance with the program provisions applicable during this period.


h.              The
Company shall provide an executive outplacement program to Executive through
the firm of Executive’s choice in an amount not to exceed $35,000.  This amount is to be used for outplacement
services only.  These services will be
provided until the date Executive obtains other employment or June 30, 2007,
whichever date is earlier.  The Company
will make payments directly to the outplacement services provider.  No amount of any unused portion will be
refunded or payable to Executive. 
Alternatively, in lieu of the foregoing described outplacement, the
Company will provide Executive with a payment of $35,000, subject to tax
withholding, to be made no later than March 15, 2007 and to be used for
retraining, relocation or to start his own business.



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i.                  Upon
or as soon as practicable after the Retirement Date, the Company shall pay
Executive or his estate $25,033, subject to deductions and tax withholdings for
twenty (20) accrued, but unused vacation days.


j.                  Upon
the Retirement Date, the Company shall pay the Executive an amount equal the
sum of: (1) the then outstanding balance of approximately $30,882, representing
accrued and unpaid interest on the Executive’s interest advances on the
third-party loan made under the Executive Retention Incentive Program (the “Retention
Loan Amount”); (2) approximately $46,816, representing accrued and unpaid
interest on the principal (which principal was previously repaid to the Company)
in relation to the Executive’s Relocation Loan program made June 12, 2001 (the “Relocation
Loan Repayment Amount”); and (3) an amount equal to the income tax withholding
and the Executive’s share of any employment tax withholding required in
connection with a payment of compensation equal to the Relocation Loan
Repayment Amount (for purposes of clarity, determined without reference to the
Retention Loan Amount and determined without reference to any additional tax
withholding that may be required with respect to such payment itself).  The Executive hereby irrevocably directs the
Company to apply such payment (1) against the then outstanding balance (accrued
and unpaid interest) on the Executive’s interest advances on the third-party
loan made under the Executive Retention Incentive Program, (2) against the then
outstanding balance (accrued and unpaid interest) on the principal (which
principal was previously repaid to the Company) in relation to the Executive’s
Relocation Loan program made June 12, 2001, and (3) to the extent any amount of
such payment remains after application of the preceding clauses, against the
Executive’s share of any tax withholding due in connection with such
payment.  The Executive agrees that any remaining
tax withholding due in connection with such payment, after giving effect to the
preceding sentence, shall be deducted from other payments due to the Executive
from the Company pursuant to this Agreement.


k.               Payments
and benefits under this Agreement are contingent upon Executive signing and
delivering to the Senior Vice President, General Counsel and Secretary of the
Company, a General Release of All Claims in the form of Attachment “A” hereto
dated no sooner than the Retirement Date.


l.                  The
Company and Executive agree to reasonably cooperate to adopt any amendments to
this Agreement that may be necessary or advisable in order to avoid the
imputation of tax or any tax penalties pursuant to Paragraph 409A of the
Internal Revenue Code of 1986, as amended. 
No such future amendments will reduce the amounts due the Executive or
his estate under this Agreement.


3.                                      Waivers.  Executive agrees that by accepting,
agreeing to and executing this Agreement, Executive is waiving any and all
rights to Basic and Additional Benefits as defined under the Beckman Coulter,
Inc. Separation Pay Plan - #594 and any payments under any annual incentive
plan, including but not limited to 



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the 2006 Executive Annual Incentive Plan, except as provided in
Paragraph 2.c. above.  Company and
Executive agree that the agreement dated January 1, 2001, shall remain in
effect until Executive’s Retirement Date and that, should any payments and
benefits under such agreement become due prior to his Retirement Date, then
such payments and benefits shall be in lieu of those provided under Paragraph 2.a.
through 2.f. above.


4.                                      General Release.


a.               Executive and
Executive’s heirs, executors, and administrators, if any, hereby absolutely and
forever release and discharge the Company, any of its past, present or future
parent companies, subsidiaries, affiliates, divisions, successors, assigns,
trust fiduciaries, stockholders, agents, directors, officers, employees,
representatives, heirs, attorneys, and all persons acting by, through, under or
in concert with them, or any of them (hereinafter collectively known as “Releasees”)
of and from any and all manner of claims, causes of action, or complaints, in
law or in equity, of any nature whatsoever, known or unknown, fixed or
contingent (hereinafter called “Claims”), which Executive now has or may have
against the Releasees, or any of them, arising out of Executive’s employment or
retirement from the Company, and any other claim of any nature whatsoever based
upon any fact or event occurring prior to the date Executive executes this
Agreement.  If any action is brought by
or on Executive’s behalf relating to any matters released, Releasees shall be
entitled to a return from Executive in the amount equivalent to all payment
mentioned under Paragraphs 2.b., 2.c. and 2.d. above.  The return of such amounts shall not affect
any rights granted to, or obligations undertaken by, the Company, other
Releasees or the Executive under this Agreement, including all attachments
hereto.


b.              Without limiting the
generality of Paragraph 4.a., Executive also specifically agrees to waive any
right to recovery based on local, state or federal age, sex, sexual
orientation, pregnancy, race, color, national origin, marital status, religion,
medical condition, physical disability, or mental disability discrimination
laws, including without limitation, Title VII of the Civil Rights Act of 1964,
the Age Discrimination in Employment Act, the Americans with Disabilities Act,
the Federal Family Medical Leave Act of 1993, the California Family Rights Act
and the Fair Employment and Housing Act, whether such claim or claims may be
based on an action filed by Executive or by a governmental agency; provided,
however, that in no event will any action to enforce this Agreement or to
obtain any rights specified in Paragraph 4(e) below constitute a violation of
this Agreement or the “Waiver and General Release of All Claims” appended as
Attachment “A” hereto.


c.               Executive is
aware that after the effective date of this Agreement, Executive may discover
facts different from, or in addition to, those Executive now knows or believes
to be true with respect to the Claims released herein above 



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and
agrees that this Agreement shall be and remains in effect in all respects as a
complete and general release as to all matters released, notwithstanding any
different or additional facts.


d.              It is
Executive’s intention in executing this Agreement that it shall be effective as
a bar to each and every claim of any nature whatsoever hereby released.  In furtherance of this intention, Executive
specifically waives the benefit of SECTION 1542 OF THE CIVIL CODE OF THE STATE
OF CALIFORNIA, which states the following:


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


e.               Nothing in
this Agreement shall prohibit Executive from bringing an action to enforce this
Agreement or to obtain any rights under Article VIII of the By-laws of the
Company (indemnification) or under the Company’s Directors and Officers
liability insurance policy.  Further, no
such action referenced in this Paragraph 4.e. will constitute a violation of
this Agreement or a violation of the Waiver and General Release of Claims or
the Invention and Secrecy Agreement appended as Attachments “A” and “B” hereto,
respectively.


5.                                      Benefit and Compensation Plans.  Executive
acknowledges and agrees that except as to benefits and compensation expressly
provided for in this agreement, any rights to receive payments and benefits
from various employee benefit and compensation plans or programs shall be
governed by the rules of those plans or programs as they now exist or are
amended in the future, and further, that entering into this Agreement shall not
limit the right of the Company, its subsidiaries or its or their successors to
amend or terminate any such plans or programs or benefits thereunder.  Any amendments or terminations of such plans,
programs or benefits shall apply to Executive as they would to other participants
or recipients of such plans, programs or benefits.  Executive acknowledges that the restricted
stock unit grant and the non-qualified stock option grant, both made on January
5, 2006, and the Performance Share Unit grant specified in 2006 will terminate,
with no vesting having occurred, upon Executive’s Retirement Date.  All other stock options will continue to vest
according to the terms and conditions of the individual grants, consistent with
retirement eligibility.


6.                                      Confidential Information.


a.               Executive
acknowledges Executive’s continuing obligations, including, but not limited to
those regarding confidential information under Executive’s “Invention and
Secrecy Agreement” dated June 23, 1997, a copy of which is attached hereto,
marked as Attachment “B” and incorporated herein by 



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reference.  Executive further agrees that those
obligations do not cease as a result of executing this Agreement.  Consistent with the foregoing, Executive will
not use on behalf of himself or any other person or entity, or disclose to any
person or entity, any of the Company’s “Proprietary Information” without the
prior written consent of the Senior Vice President, General Counsel and
Secretary of the Company.  “Proprietary Information”
means information owned or used by, or relating to the business or affairs
conducted by the Company or its affiliates at any time during Executive’s
employment with the Company.  Without
limitation, examples of Proprietary Information include information concerning
inventions, processes, methods, trade secrets, formulations, raw material
lists, vendor lists, customer lists, employee lists, marketing or strategic
plans, or actual or projected financial results or data.  Notwithstanding anything to the contrary
contained herein, or in the Invention and Secrecy Agreement, the obligations of
Executive hereunder and under the Invention and Secrecy Agreement shall not
apply to any information which Executive can demonstrate was information which:
(a) at the time of disclosure is generally available to the public or in the
public domain; (b) after disclosure, becomes generally available to the public
or part of the public domain by publication or otherwise, except by breach of
this Agreement by Executive; (c) was in Executive’s possession at the time of
disclosure and was not acquired directly or indirectly from the Company or its
affiliates previously; (d) Executive receives from a third party who has the
right to disclose such information to Executive and who does not owe
obligations of confidence to the Company or its affiliates; (e) is
independently developed by Executive without the use of any Proprietary Information;
(f) is information or knowledge that an experienced executive in medical
diagnostics, medical instruments, or life sciences would reasonably be expected
to know and which at the time of such disclosure is
not unique to the Company or its affiliates in its assembly, compilation,
display, application, communication or other usage and for which no other
obligations of confidence are owed by the Company or its affiliates to a third
party or by Executive to the Company or its affiliates; or (g) is required to
be disclosed by judicial or administrative order, subpoena or other legal
process, provided, however, that Executive must give the Company prompt notice
upon receipt of such order, subpoena or other legal process.  Nothing herein shall be construed to extend
the provisions of the Invention and Secrecy Agreement to inventions,
improvements and discoveries, patentable or not, that Executive may make or
conceive in the future based on information and knowledge which is not Company
proprietary information.  The Company and
the Executive also agree not to take any action or make any statement that
would diminish or in any way disparage the good reputation, good will, and high
standing of the other party.


b.              Executive and
Company expressly understand that Executive’s agreement to comply strictly with
the provisions of this Paragraph 6 and the provisions of Executive’s Invention
and Secrecy Agreement regarding the Proprietary Information represents a
material provision of this Agreement and is



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indispensable
to the Company’s agreement to enter into this Agreement.  Executive further agrees that any violation
or breach of Executive’s commitments and agreement will cause irreparable
damage and injury that could not be fully remedied or compensated by monetary
damages alone or in an action at law. 
Executive therefore agrees and hereby stipulates that the Company shall
be entitled to receive all available remedies, including temporary and/or
permanent injunctive relief, if Executive breaches this Paragraph 6 of this
Agreement or Executive’s Invention and Secrecy Agreement, incorporated herein.


7.                                      Consulting and Cooperation.


a.               For the
period that the Company makes payments to Executive pursuant to Paragraph 2.b.,
Executive agrees to consult with the Company on such matters within his
expertise, knowledge, and/or experience as the Company may reasonably request
from time to time.


b.              In addition,
Executive agrees to cooperate with and to assist the Company for a period not
to exceed five (5) years from Executive’s Retirement Date, upon reasonable
request and without additional compensation for telephone availability with no
limitation and for physical availability for no more than six days per calendar
year unless otherwise mutually agreed by the parties, in any proceeding or
investigation involving any claim, demand, right, or action of any kind,
arising out of, in connection with, or in any manner relevant to Executive’s
employment or job duties, whether brought by a third party against the Company
or its subsidiaries, affiliates, successors or assigns or by it or them against
a third party.  The Company shall
reimburse Executive for his reasonable travel, lodging, meal expenses and compensation
of $265 per hour for time spent in excess of the six day maximum cited above
incurred in connection with providing any such assistance after payments to
Executive pursuant to Paragraph 2.b. have ceased.


c.               Executive’s
engagement by the Company to provide the services contemplated by Paragraph 7.a.
is an exclusive consultancy in the area of the business of the Company and its
affiliates.  Accordingly, during the term
the Company makes payments to Executive pursuant to Paragraph 2.b., Executive
shall not, without prior written approval of the Company, directly or
indirectly own an interest in, manage, operate, join, control, lend money or
render financial assistance to, as an officer, employee, partner, stockholder,
consultant or otherwise, any one or more of the companies referenced on
Attachment “C” attached hereto and incorporated herein by reference (or any direct
or indirect subsidiary of such company, any other affiliate of any such
company, or any successor to any such company or any such subsidiary or
affiliate, including any successor to all or a portion of any business of any
such company to the extent that such business is competitive with the business
of the Company or any of its affiliates). 
Executive shall not be in breach of 



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this
Paragraph 7.c. if Executive has any such relationship with a company not
referred to in the preceding sentence. 
For purposes of certainty, this Paragraph 7.c. shall not prevent Executive
from becoming, during the term the Company makes payment to Executive pursuant
to Paragraph 2.b., an employee, investor, partner, shareholder, lender, directly
or indirectly, or otherwise work with or associate with companies, individuals,
persons or entities that may have, have had, or which have or may propose a
business relationship with the Company unless any such companies persons or
entities are referenced on Attachment “C”; and further, no part of this
Agreement, or the Waiver and General Release of All Claims or the Invention and
Secrecy Agreement, both of which are appended hereto as Attachments “A” and “B,”
respectively, shall be interpreted or applied to limit Executive’s employment
and other business opportunities so long as Executive pursues such
opportunities consistent with provisions of Paragraphs 6 and 7 of this
Agreement.  Notwithstanding the
foregoing, Executive, shall be entitled to own up to 2% of the outstanding
securities of any entity if such securities are registered under Paragraph
12(b) or (g) of the Securities Exchange Act of 1934, as amended.  Should the Executive breach the foregoing
provisions of this Paragraph 7 then, without limiting any other remedy or
relief available to the Company, the Company shall have the right in its sole
discretion to terminate any further payments and/or benefits otherwise due to
Executive pursuant to Paragraphs 2.b., 2.c., 2.d., 2.g. and/or 2.h.  Executive agrees that the restrictions placed
on Executive pursuant to this Paragraph 7 are reasonable and necessary to
protect the Company’s Proprietary Information (including without limitation, Proprietary
Information of the Company that he will have access to during the period of his
services referred to in Paragraph 7.a).


8.             Settlement of Disputes.


a.               The Company and
Executive hereby consent to the resolution by arbitration of all disputes,
issues, claims or controversies arising out of or in connection with this
Agreement, Executive’s employment with and/or retirement from the Company,
and/or Executive’s services to the Company and the Company may have against
Executive or that Executive may have against the Company, or against its
officers, directors, employees or agents acting in their capacity as such.  Each party’s promise to resolve all such
claims, issues, or disputes by arbitration in accordance with this Agreement
rather than through the course of litigation, is consideration for the other
party’s like promise.  It is further
agreed that the decision of an arbitrator on any issue, dispute, claim or
controversy submitted for arbitration, shall be final and binding upon the
Company and Executive and that judgment may be entered on the award of the
arbitrator in any court having proper jurisdiction.  The Company will pay for the cost and fees of
arbitration.


b.              However, thirty (30)
days prior to submittal of any dispute to formal arbitration Executive and the
Company agree to meet to resolve said dispute. 




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If no resolution appears possible, the dispute will be
submitted to formal arbitration after said 30-day period pursuant to the procedure
set forth herein.


c.               Except as otherwise
provided herein or by mutual agreement of the parties, any arbitration shall be
administrated in accordance with the then-current Commercial Arbitration
Procedures of the American Arbitration Association (AAA) before a single
arbitrator who is a retired federal or state court judge in the state in which
the arbitration is convened.  The
arbitration shall be held in Orange County, California, or at any other
location mutually agreed upon by the parties.


d.              The parties
shall attempt to agree upon the arbitrator. 
If the parties cannot agree on the arbitrator, the AAA shall then
provide the names of nine (9) arbitrators experienced in business employment
matters along with their resumes and fee schedules.  Each party may strike all names on the list
it deems unacceptable.  If more than one
common name remains on the list of all parties, the parties shall strike names
alternately until only one remains.  The
party who did not initiate the claim shall strike first.  If no common name remains on the lists of the
parties, the AAA shall furnish an additional list until an arbitrator is
selected.


e.               The
arbitrator shall interpret this Agreement, and any applicable Company policy or
rules and regulations, any applicable substantive law (and the law of remedies,
if applicable) of the State of California, or applicable federal law.  In reaching his or her decision, the
arbitrator shall have no authority to change or modify any lawful Company
policy, rule or regulation, or this Agreement. The arbitration, and not any
federal, state or local court or agency, shall have exclusive and broad
authority to resolve any dispute relating to the interpretation, applicability,
enforceability or formation of this Agreement, including, but not limited to,
any claim that all or any part of this Agreement is voidable.


9.                                      Severable Provisions.  If any provision of this Agreement or
application thereof is held invalid, the invalidity shall not affect other
provisions or applications of the Agreement which can be given effect without
the invalid provision or application. To this end, the provisions of this
Agreement are severable.


10.                               Indemnification.  The Company’s Directors and Officers
insurance as well as the indemnification set forth in the Company’s by-laws and
certificate of incorporation will apply to Executive for all appropriate
conduct carried out by Executive in the course and scope of Executive’s
responsibilities while Executive is and was an employee of the Company to the
extent that the same applies for similarly situated officers under the relevant
circumstances.


11.                               Agreement.  This Agreement, together with the Attachments
hereto and that certain “Agreement Regarding Retirement Benefits of Elias Caro”
by and 



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between
the Company and Executed and entered into on or about October 17, 2000,
represents the sole and entire agreement between the parties and supersedes all
prior agreements, negotiations, and discussions with respect to the subject
matters covered.  Any amendment to this
Agreement must be in writing, signed by the parties hereto, and stating the
intent of the parties to amend this Agreement.


12.                               Law.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of California.


13.                               Miscellaneous.


a.               All notices
and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:


If to Executive:            Elias
Caro


            {Personal Information Deleted}


If to the Company:     Attention:  General
Counsel


            Beckman
Coulter, Inc.


            4300
N. Harbor Boulevard


            Fullerton, CA 92835


or
to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice
and communications shall be effective when actually received by the addressee.


b.              This
Agreement may be executed in several counterparts, each of which shall be
deemed an original, and said counterparts shall constitute but one and the same
instrument.


c.               Mr. Robert
Hurley, the Company’s Senior Vice President, Human Resources, or his delegate
will be the contact person for Executive regarding any administrative or
implementation questions Executive may have.


14.                               Representations by Executive.  I, Elias Caro, understand, acknowledge and
represent that:


a.               I have
carefully read and understand this Agreement and its final and binding effect;


b.              This
Agreement constitutes a voluntary waiver of any and all rights and claims
hereby released I have against Releasees as of the date of the execution of
this Agreement including, but not limited to, rights or claims arising under
the Federal Age Discrimination in Employment Act of 1967;



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c.               I have
waived rights or claims pursuant to this Agreement in exchange for
consideration, the value of which exceeds payment of remuneration and other
amounts to which I was already entitled;


d.              I was
advised to consult and have had the opportunity to fully discuss the contents
and consequences of this Agreement with an attorney of my choice prior to
executing it;


e.               I have a
period of up to twenty-one (21) days to consider the terms of this
Agreement.  I may revoke this Agreement
at any time during the seven (7) days following the date I execute this
Agreement and this Agreement shall not be effective or enforceable until such
revocation period has expired;


f.                 I have not
relied on any promise, representation or inducement not expressed in this
Agreement; and


g.              I have
voluntarily and knowingly signed this Agreement.


15.                               Mutual Drafting. 
Each party has cooperated in the drafting, negotiation and preparation
of this Agreement.  Hence, in any
construction to be made of this Agreement, the same shall not be construed
against either party on the basis of that party being the drafter of such
language.


 


	
  

  	
    /s/ Elias Caro July 26, 2006

  	
   

  
	
   

  	
  ELIAS CARO

  
	
   

  	
   

  
	
   

  	
  BECKMAN COULTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James Robert Hurley July 26, 2006

  	
   

  
	
   

  	
   

  	
  James Robert Hurley

  
	
   

  	
   

  	
  Sr. Vice President, Human

  
	
   

  	
   

  	
  Resources/Communications

  
					



 



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