0000950123-06-014144 Sample Contracts

THERMO FISHER SCIENTIFIC INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
Nonstatutory Stock Option Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware
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NONCOMPETITION AGREEMENT
Noncompetition Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Massachusetts

THIS AGREEMENT, dated as of November 9, 2006 is made by and between Marc N. Casper, an individual residing at 144 Clark Road, Brookline, MA 02445 (the “Employee”), and Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices are located at 81 Wyman Street, Waltham, Massachusetts 02454 (“Employer”).

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Massachusetts

This AMENDMENT NO. 1 (the “Amendment”) to the Executive Severance Agreement dated November 19, 2003 (the “Agreement’) by and between THERMO ELECTRON CORPORATION, a Delaware corporation (the “Company”), and Guy Broadbent (the “Executive”) is made this 9th day of November, 2006 by and between the Company and the Executive. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT
Executive Change in Control Retention Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Massachusetts

THIS AGREEMENT by and between THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the “Company”), and ______ (the “Executive”) is made as of November 9, 2006 (the “Effective Date”).

THERMO FISHER SCIENTIFIC INC. RESTRICTED STOCK AGREEMENT Granted Under 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
Restricted Stock Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware
THERMO FISHER SCIENTIFIC INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under [NAME OF EQUITY INCENTIVE PLAN]
Nonstatutory Stock Option Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware
THERMO FISHER SCIENTIFIC INC. RESTRICTED STOCK AGREEMENT Granted Under 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
Restricted Stock Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware
AMENDMENT NO. 1 TO EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT
Thermo Fisher Scientific Inc. • November 14th, 2006 • Measuring & controlling devices, nec • Massachusetts

This AMENDMENT NO. 1 (the “Amendment”) to the Executive Change in Control Retention Agreement dated [November 19, 2003] (the “Agreement’) by and between THERMO ELECTRON CORPORATION, a Delaware corporation (the “Company”), and ___(the “Executive”) is made this 9th day of November, 2006 by and between the Company and the Executive. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NONCOMPETITION AGREEMENT
Noncompetition Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Massachusetts

THIS AGREEMENT, dated as of November 9, 2006 is made by and between ___, an individual residing at ___ (the “Employee”), and Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices are located at 81 Wyman Street, Waltham, Massachusetts 02454 (“Employer”).

FISHER SCIENTIFIC INTERNATIONAL INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Qualified Stock Option Award Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware

THIS AGREEMENT is made by and between THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the “Company”), and [___], (“Optionee”), as of [___].

THERMO FISHER SCIENTIFIC INC. PERFORMANCE RESTRICTED STOCK AGREEMENT Granted Under 2005 Stock Incentive Plan
Performance Restricted Stock Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware
THERMO FISHER SCIENTIFIC INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2005 Stock Incentive Plan, as amended and restated on November 9, 2006
Nonstatutory Stock Option Agreement • November 14th, 2006 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware
THERMO FISHER SCIENTIFIC INC. 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Marijn E. Dekkers Name of Recipient [ ] Number of Restricted Shares of Common Stock Awarded Vesting Schedule for Restricted Shares Awarded:
Thermo Fisher Scientific Inc. • November 14th, 2006 • Measuring & controlling devices, nec

Thermo Fisher Scientific Inc. (the “Company”) has selected you to receive the restricted stock award identified above, subject to the provisions of the 2005 Stock Incentive Plan (the “Plan”) and the terms, conditions and restrictions contained in this agreement (the “Agreement”). Please confirm your acceptance of this Award, your agreement to other terms of the Plan and this Agreement, your receipt of a copy of the Plan, and your receipt of a memorandum regarding the tax treatment of awards of restricted stock, by signing both copies of this Agreement. You should keep one copy for your records and return the other copy promptly to the Stock Option Manager of the Company, c/o Thermo Fisher Scientific Inc., 81 Wyman Street, Post Office Box 9046, Waltham, Massachusetts 02454-9046.

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