AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 11th, 2006 • Thermo Electron Corp • Measuring & controlling devices, nec • Delaware
Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02454 May 7, 2006Thermo Electron Corp • May 11th, 2006 • Measuring & controlling devices, nec
Reference is made to the transactions contemplated by that certain Agreement and Plan of Merger by and among Thermo Electron Corporation (the "Company"), Trumpet Merger Corporation and Fisher Scientific International Inc. dated as of May 7, 2006 (the "Merger Agreement"). This letter sets forth your agreement to waive the accelerated vesting provisions that are triggered solely by a Change-in-Control (as that term is defined in the plans and agreements referenced in clauses (i), (ii) and (iii) hereof), occurring as a result of the transactions contemplated by the Merger Agreement, under: (i) the stock incentive plans of the Company and the award agreements thereunder, (ii) Section 6(d) of the Amended and Restated Employment Agreement between you and the Company, dated as of November 21, 2002 (the "Employment Agreement"), and (iii) Section 4.1 of the Executive Retention Agreement between you and the Company, dated as of November 21, 2002 (the "Retention Agreement"), in each case, solely
