0001193125-07-045528 Sample Contracts

CHANGE-IN-CONTROL AGREEMENT
Change-in-Control Agreement • March 2nd, 2007 • Invitrogen Corp • Biological products, (no disgnostic substances) • Delaware

This CHANGE IN CONTROL AGREEMENT (“the Agreement”) by and between INVITROGEN CORPORATION, a Delaware Corporation (the “Company”), and [Name] (the “Executive”), dated as of the th Day of , 20 .

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INVITROGEN CORPORATION PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • March 2nd, 2007 • Invitrogen Corp • Biological products, (no disgnostic substances) • California

Invitrogen Corporation has granted to the individual (the “Participant”) named in the Notice of Grant of Performance Shares (the “Notice”) to which this Performance Share Award Agreement (the “Agreement”) is attached an award (the “Award”) of Performance Shares 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 Invitrogen Corporation 2004 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. By signing the Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Agreement,

CHANGE-IN-CONTROL AGREEMENT
In-Control Agreement • March 2nd, 2007 • Invitrogen Corp • Biological products, (no disgnostic substances) • Delaware

This CHANGE IN CONTROL AGREEMENT (“the Agreement”) by and between INVITROGEN CORPORATION, a Delaware Corporation (the “Company”), and [Name] (the “Executive”), dated as of the th Day of , 20 .

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