THERMO FISHER SCIENTIFIC INC. (Form: 8-K, Received: 11/25/2009 06:01:02)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported):

November 21, 2009

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)


Delaware	1-8002	04-2209186
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

81 Wyman Street Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

(781) 622-1000
(Registrant’s telephone
number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2009, the Compensation Committee (the “Committee”) of the Board of the Directors of Thermo Fisher Scientific Inc. (the “Company”) approved a new base salary and target bonus for Marc N. Casper, in connection with his appointment as president and chief executive officer of the Company. The Committee also approved new equity agreements for Mr. Casper, and certain modifications to his existing severance, change in control and noncompetition agreements with the Company. Below is a summary of the material terms of the actions by the Committee. The agreements are filed as Exhibits 10.1 through 10.7 to this Current Report on Form 8-K.

Salary and Bonus

Under the new arrangement, Mr. Casper will receive an annual base salary of $930,000 and a target annual incentive bonus of 115% of base salary, retroactive to September 15, 2009 (the day the Company announced his promotion to president and chief executive officer). The actual amount paid as a bonus in any given year is a multiple of zero to two times the target amount.

Stock Option Agreements

Pursuant to a Stock Option Agreement between Mr. Casper and the Company dated November 21, 2009, Mr. Casper was granted options to purchase 600,000 shares of the Company’s common stock. The options (a) vest in equal annual installments over the five-year period commencing on the second anniversary of the date of grant (i.e., the first 1/5 of the stock option grant would vest on the second anniversary of the date of grant) so long as Mr. Casper is employed by the Company on each such date (subject to certain exceptions), (b) have an exercise price equal to $46.56, and (c) have a term of 10 years from the grant date.

Pursuant to another Stock Option Agreement between Mr. Casper and the Company dated November 21, 2009, Mr. Casper was granted options to purchase 100,000 shares of the Company’s common stock. The options vest in one installment on the day the performance goal related to the Company’s stock price for any 20 consecutive trading days ending during the period October 15, 2009 through November 21, 2019 has been achieved, and the performance goal related to the Company’s total shareholder return between October 15, 2009 and the date the performance goal related to the Company’s stock price, or later (but no later than November 21, 2019), is achieved, relative to the performance of the S&P 500 Industrials Index for the same period, so long as Mr. Casper is employed by the Company on each such date (subject to certain exceptions). The options have an exercise price equal to $46.56, and a term of 10 years from the grant date.

Restricted Stock Unit Agreements

Pursuant to the Time-Based Restricted Stock Unit Agreement between Mr. Casper and the Company dated November 21, 2009, Mr. Casper was granted 200,000 time-based restricted stock units of the Company. The time-based restricted stock units vest in equal annual installments over the four-year period commencing on February 15, 2012 (i.e., the first 1/4 of the restricted stock unit grant would vest on February 15, 2012 and each additional ¹ / 4 would vest on each subsequent anniversary of February 15, 2012) so long as Mr. Casper is employed by the Company on each such date (subject to certain exceptions).

Pursuant to the Performance-Based Restricted Stock Unit Agreement between Mr. Casper and the Company dated November 21, 2009, Mr. Casper was granted up to 400,000 performance-based restricted stock units of the Company. The number of performance-based restricted stock units to be earned (from 0 to 400,00) is based on the Company’s total shareholder return for each of the applicable measurement periods, relative to the performance of the S&P 500 Industrials Index for the same period, assuming continued employment, subject to certain exceptions. From 0 to 100,000 performance-based restricted stock units will vest after each of the following four measurement periods: (1) October 15, 2009 through February 15, 2012, (2) October 15, 2009 through February 15, 2013, (3) October 15, 2009 through February 15, 2014, and (4) October 15, 2009 through February 15, 2015, assuming continued employment, subject to certain exceptions.

Shares issuable upon vesting of restricted stock units, pursuant to each of the restricted stock unit agreements described above, would be delivered to Mr. Casper on the first anniversary of the applicable vesting date, subject to certain exceptions. Mr. Casper is required to hold 50% of the shares delivered (net of shares withheld for taxes) for a period of two years after delivery, subject to certain exceptions.

Other Agreements

The Company and Mr. Casper also agreed to make certain modifications to Mr. Casper’s existing severance, change in control and noncompetition agreements, including the deletion of Mr. Casper’s tax-gross up in the change in control agreement and an increase in the noncompetition period from 12 months to 24 months post termination of employment in the noncompetition agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


10.1		Stock Option Agreement, between Marc Casper and the Company, dated November 21, 2009

10.2		Stock Option Agreement, between Marc Casper and the Company, dated November 21, 2009

10.3		Time-Based Restricted Stock Unit Agreement between Marc Casper and the Company, dated November 21, 2009

10.4		Performance-Based Restricted Stock Unit Agreement between Marc Casper and the Company, dated November 21, 2009

10.5		2009 Restatement of Executive Severance Agreement, between Marc Casper and the Company, dated November 21, 2009

10.6		Executive Change In Control Retention Agreement, between Marc Casper and the Company, dated November 21, 2009

10.7		Noncompetition Agreement, between Marc Casper and the Company, dated November 21, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 24th day of November, 2009.


	THERMO FISHER SCIENTIFIC INC.
	By:	/s/ Seth H. Hoogasian
		Seth H. Hoogasian
		Senior Vice President, General Counsel and Secretary


EXECUTION COPY		Exhibit 10.1

THERMO FISHER SCIENTIFIC INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Granted Under
Thermo Fisher Scientific Inc. 2008 Stock Incentive Plan

1. Grant of Option .

This agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 21, 2009 (the “Grant Date”) to Marc N. Casper (the “Participant”), an employee and officer of the Company, of an Option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2008 Stock Incentive Plan (the “Plan”), a total of 600,000 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) at $46.56 per Share. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on November 21, 2019 (the “Final Exercise Date”).

It is intended that this Option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule . Except as otherwise provided in paragraphs (d) through (g) of Section 3 below and the Plan, this Option will become exercisable (“vest”) as to 20% of the original number of Shares on the second anniversary of the Grant Date and as to an additional 20% of the original number of Shares on each anniversary of the Grant Date following the second anniversary of the Grant Date until the sixth anniversary of the Grant Date. The right of exercise shall be cumulative so that to the extent this Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof.

3. Exercise of Option .

(a) Form of Exercise . Each election to exercise this Option shall be in accordance with the instructions described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share.

(b) Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers,

directors, consultants, or advisors of which are eligible to receive Option grants under the Plan (an “Eligible Participant”).

(c) Termination of Relationship with the Company . If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) through (g) below, the right to exercise this Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation.

(d) Death or Disability . If the Participant dies or becomes disabled (as defined below) prior to the Final Exercise Date while he is an Eligible Participant, this Option shall vest and become 100% exercisable upon the date of such death or disability and the right to exercise this Option shall terminate one year following such date (but in no event after the Final Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

(e) Discharge Without Cause or for Good Reason . If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in Section 1.2 of the 2009 Restatement of Executive Severance Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “Severance Agreement”)) or by the Participant for Good Reason (as defined in Section 1.4 of the Severance Agreement), and such termination does not entitle the Participant to severance benefits under the Executive Change in Control Retention Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “CIC Agreement”) prior to the Final Exercise Date, the unvested portion of this Option shall vest as to the 20% tranche of this Option next scheduled to vest under this Agreement (the “Accelerated Option Shares”), and the Accelerated Option Shares shall become exercisable upon the date of such termination of employment or service, and the right to exercise this Option (including the Accelerated Option Shares) shall terminate two years following such date (but in no event after the Final Exercise Date).

(f) Discharge for Cause . If the Participant, prior to the Final Exercise Date, is discharged by the Company or a Subsidiary for “Cause” (as defined in Section 1.2 of the Severance Agreement), the right to exercise this Option shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

(g) Change in Control Event . If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in Section 1.3 of the CIC Agreement) or by the Participant for Good Reason (as defined in Section 1.4 of the CIC Agreement) and such termination entitles the Participant to severance benefits under the CIC Agreement, this Option shall vest and become 100% exercisable upon the date of such termination of employment or service and the right to exercise this Option shall terminate two years following such date (but in no event after the Final Exercise Date).

4. Withholding . No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option in accordance with the instructions therefor described in “The Guide for Employees of Thermo Fisher Scientific Inc. Stock Option Plans” as may be amended from time to time; provided , however , except as otherwise permitted by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

5. Nontransferability of Option . This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. Notwithstanding the foregoing, the Company consents to the gratuitous transfer of this Option by the Participant to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member thereof; provided that with respect to such proposed transferee the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Option under the Securities Act of 1933, as amended; and provided further that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

6. Provisions of the Plan . This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.

7. No Right To Employment or Other Status . The grant of this Option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or Subsidiary. The Company and Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

8. Restrictive Covenants . If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary under any agreement, policy or plan of the Company or any Subsidiary, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this Option shall be cancelled and, to the extent some or all of this Option was exercised within a period of 12 months prior to such breach, the Participant shall be required to forfeit to the Company, upon demand, any cash or Shares acquired by the Participant upon such exercise or sale.

9. Governing Law . This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.


	THERMO FISHER SCIENTIFIC INC.
Dated: November 21, 2009	By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary


		Participant:	/s/ Marc N. Casper

		Address:

Exhibit 10.2

EXECUTION COPY

THERMO FISHER SCIENTIFIC INC.

PERFORMANCE NONSTATUTORY STOCK OPTION AGREEMENT

Granted Under
Thermo Fisher Scientific Inc. 2008 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 21, 2009 (the “Grant Date”) to Marc N. Casper (the “Participant”), an employee and officer of the Company, of an Option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2008 Stock Incentive Plan (the “Plan”), a total of 100,000 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) at $46.56 per Share. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on November 21, 2019 (the “Final Exercise Date”).

2. Vesting Schedule . Except as otherwise provided in paragraphs (d) through (g) of Section 3 below and the Plan, this Option will become exercisable as set forth on Exhibit A hereto.

3. Exercise of Option .

after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation.

(d) Death or Disability . If the Participant dies or becomes disabled (as defined below) prior to the Final Exercise Date while he is an Eligible Participant, the right to exercise this Option (if vested on such date) shall terminate one year following such date (but in no event after the Final Exercise Date). For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

(e) Discharge Without Cause or for Good Reason . If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in Section 1.2 of the 2009 Restatement of Executive Severance Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “Severance Agreement”)) or by the Participant for Good Reason (as defined in Section 1.4 of the Severance Agreement), and such termination does not entitle the Participant to severance benefits under the Executive Change in Control Retention Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “CIC Agreement”) prior to the Final Exercise Date, the right to exercise this Option (if vested on such date) shall terminate two years following such date (but in no event after the Final Exercise Date).

(g) Change in Control Event . If the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in Section 1.3 of the CIC Agreement) or by the Participant for Good Reason (as defined in Section 1.4 of the CIC Agreement) and such termination entitles the Participant to severance benefits under the CIC Agreement, the right to exercise this Option (if vested on such date) shall terminate two years following such date (but in no event after the Final Exercise Date).

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6. Provisions of the Plan . This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.

9. Governing Law . This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.


	THERMO FISHER SCIENTIFIC INC.
Dated: November 21, 2009	By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary


	Participant:			/s/ Marc N. Casper


	Address:

- 4 -

Exhibit 10.3

EXECUTION COPY

THERMO FISHER SCIENTIFIC INC.

RESTRICTED STOCK UNIT AGREEMENT

Granted Under
Thermo Fisher Scientific Inc. 2008 Stock Incentive Plan

1. Award of Restricted Stock Units .

This agreement (this “Agreement”) sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 21, 2009 (the “Award Date”) to Marc N. Casper (the “Participant”) of 200,000 restricted stock units of the Company (individually, an “RSU” and collectively, the “RSUs”). Each RSU represents the right to receive one share of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2008 Stock Incentive Plan (the “Plan”). The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this agreement as Shares. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule .

Except as otherwise provided in paragraphs (a) through (f) of Section 3 below and the Plan, the RSUs shall vest as to 25% of the original number of Shares on the each of February 15, 2012, February 15, 2013, February 15, 2014, and February 15, 2015 (each a “Vesting Date”); provided , that on each such Vesting Date the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture .

(a) Termination of Relationship with the Company . In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (f) below prior to February 15, 2015, the RSUs that have not previously vested shall be immediately forfeited to the Company.

(b) Death or Disability . In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to February 15, 2015, 50% of the unvested RSUs shall vest upon the date of such termination due to death or disability. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

(c) Discharge without Cause or for Good Reason . In the event that the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in Section 1.2 of the 2009 Restatement of Executive Severance Agreement between the

Company and the Participant dated November 21, 2009, as may be amended from time to time (the “Severance Agreement”)) or by the Participant for Good Reason (as defined in Section 1.4 of the Severance Agreement), and such termination does not entitle the Participant to severance benefits under the Executive Change in Control Retention Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “CIC Agreement”) prior to February 15, 2015, the RSUs that are scheduled to vest on the next Vesting Date will vest on such Vesting Date (and the Participant shall be deemed to have been an Eligible Participant up through such Vesting Date).

(d) Discharge for Cause . In the event that the Participant is discharged by the Company or a Subsidiary for “Cause” (as defined in Section 1.2 of the Severance Agreement), all unvested RSUs and all vested RSUs that have not been delivered in accordance with Section 5 below shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

(e) Termination by Participant without Good Reason . In the event that the Participant, prior to February 15, 2015, terminates his employment with the Company or a Subsidiary without “Good Reason” (as defined in Section 1.4 of the Severance Agreement or Section 1.4 of the CIC Agreement, as applicable), all unvested RSUs shall terminate immediately upon the effective date of such termination and all vested RSUs that have not been delivered in accordance with Section 4 below shall be delivered on the scheduled delivery date.

(g) Vesting Dates . Each date upon which an RSU vests pursuant to paragraphs (b) through (f) of this Section 3 shall be a Vesting Date.

4. Delivery of Shares

(a) The Company shall deliver the Shares that become issuable upon the vesting of an RSU on the first anniversary of the Vesting Date; provided , however , that if the RSUs vest in accordance with paragraph (b) or (f) of Section 3 above, then the Company shall deliver the Shares that become issuable upon the vesting of an RSU to the Participant or his estate as soon as administratively practicable, but in any event no later than 60 days after such Vesting Date.

(b) The Company shall not be obligated to deliver Shares to the Participant unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.

5. Restrictions on Transfer .

The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any RSUs, or any interest therein, except by will or the laws of descent and distribution. Upon delivery of Shares pursuant to Section 4 above, the Participant for two years thereafter shall not transfer more than 50% of the actual net Shares delivered (after withholding for the payment of taxes); provided , however , that this restriction shall not apply to a termination of Participant’s employment under paragraphs (b), (c), (e) or (f) of Section 3 above. The Participant acknowledges that any stock certificates or other evidence of ownership of RSUs or Shares may bear a restrictive legend evidencing any applicable transfer restrictions.

6. Provisions of the Plan .

This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

7. Dividends .

(a) If at any time during the period between the Award Date and the date that Shares are issued after the RSU vests, the Company pays a dividend or other distribution with respect to its Common Stock, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, then on the date the Shares issuable upon vesting of the RSU are delivered, the Company shall pay the Participant the dividend or other distribution that would have been paid on such Share if the Participant had owned such Shares during the period beginning on the Award Date and ending on the respective delivery date. No dividend or other distribution shall be paid with respect to RSUs that are forfeited.

(b) Except as set forth in Section 7(a) above and in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or have any rights or privileges of, a stockholder of the Company in respect of the Shares issuable pursuant to the RSUs granted hereunder until the Shares have been delivered to the Participant.

8. Withholding Taxes; No Section 83(b) Election .

(a) The Participant expressly acknowledges that the delivery of Shares to the Participant will give rise to “wages” subject to withholding. Unless the Participant provides notice to the Company prior to the delivery of the Shares that the Participant will make payment to the Company on the date of delivery to satisfy all required withholding taxes, the Participant hereby authorizes the Company to hold back from the shares to be delivered pursuant to Section 4 of this Agreement of that number of shares calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such delivery of Shares; provided, however, that the total tax withholding where Shares are being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such wages).

(b) The Participant acknowledges that no election under Section 83(b) of the Code may be filed with respect to this Award.

9. No Right To Employment or Other Status . The grant of an award of RSUs shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

10. Conflicts With Other Agreements . In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

11. Governing Law . This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

12. Unfunded Rights . The right of the Participant to receive Common Stock pursuant to this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company.

13. Compliance with Section 409A of the Code . If and to the extent any portion of any payment under this Agreement to the Participant in connection with his or her employment termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Code Section 409A) (the “New Payment Date”), except as Code Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under this Agreement are determined to constitute nonqualified deferred compensation subject to Code Section 409A but do not to satisfy the conditions of that section.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


	THERMO FISHER SCIENTIFIC INC.
Dated: November 21, 2009	By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary


	Participant:	/s/ Marc N. Casper

	Address:

Exhibit 10.4

EXECUTION COPY

THERMO FISHER SCIENTIFIC INC.

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

Granted Under
Thermo Fisher Scientific Inc. 2008 Stock Incentive Plan

1. Award of Restricted Stock Units .

This agreement (this “Agreement”) sets forth the terms and conditions of an award by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on November 21, 2009 (the “Award Date”) to Marc N. Casper (the “Participant”) of up to 400,000 restricted stock units of the Company (individually, an “RSU” and collectively, the “RSUs”). Each RSU represents the right to receive one share of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2008 Stock Incentive Plan (the “Plan”). The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this agreement as Shares. Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule .

Except as otherwise provided in paragraphs (a) through (f) of Section 3, the RSUs shall vest in accordance with Schedule A attached hereto and incorporated herein; provided , that on each vesting date referenced in Schedule A , the Participant is, and has been at all times since the Award Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive restricted stock awards under the Plan (an “Eligible Participant”).

3. Forfeiture .

(a) Termination of Relationship with the Company . In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (f), the RSUs that have not previously vested shall be immediately forfeited to the Company.

(b) Death or Disability . In the event that the Participant’s employment with the Company or a Subsidiary is terminated by reason of death or “disability” (as defined below) prior to February 15, 2015, then the target level of RSUs covered by the then-current Measurement Period (as such term is described in Schedule A ) shall vest upon the date of such termination due to death or disability. For the purposes of this Agreement, a Participant shall be deemed to be “disabled” at such time as the Participant is receiving disability benefits under the Company’s Long Term Disability Coverage, as then in effect.

(c) Discharge without Cause or for Good Reason . In the event that the Participant’s employment is terminated by the Company or any Subsidiary without “Cause” (as defined in Section 1.2 of the 2009 Restatement of Executive Severance Agreement between the Company

and the Participant dated November 21, 2009, as may be amended from time to time (the “Severance Agreement”)) or by the Participant for Good Reason (as defined in Section 1.4 of the Severance Agreement), and such termination does not entitle the Participant to severance benefits under the Executive Change in Control Retention Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “CIC Agreement”) prior to February 15, 2015, then the RSUs covered by the then-current Measurement Period shall only vest if the applicable performance conditions with respect to such Measurement Period (and assuming the last day of the then-current Measurement Period is the day prior to the announcement of the termination) are actually achieved (and the Participant shall be deemed to have been an Eligible Participant during the period beginning on the date of the termination of his employment and ending on the last day of the applicable Measurement Period).

(f) Change in Control Event . In the event that the Participant’s employment or service is terminated by the Company or any Subsidiary without “Cause” (as defined in Section 1.3 of the CIC Agreement) or by the Participant for Good Reason (as defined in Section 1.4 of the CIC Agreement), and such termination entitles the Participant to severance benefits under the CIC Agreement, then all unvested RSUs covered by any open Measurement Period shall only vest if the applicable performance conditions with respect to the then-current Measurement Period (and assuming the last day of the then-current Measurement Period is the closing date of the Change in Control Event (as defined in Section 9(b)(1)(B) of the Plan)) are actually achieved (without regard to performance for any periods following such closing date).

4. Delivery of Shares

5. Restrictions on Transfer .

6. Provisions of the Plan .

This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

7. Dividends .

8. Withholding Taxes; No Section 83(b) Election .

other applicable taxes required to be withheld in connection with such delivery of Shares; provided, however, that the total tax withholding where Shares are being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such wages).

(b) The Participant acknowledges that no election under Section 83(b) of the Code may be filed with respect to this Award.

11. Governing Law . This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


	THERMO FISHER SCIENTIFIC INC.
Dated: November 21, 2009	By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary


		Participant:		/s/ Marc N. Casper

		Address:

Exhibit 10.5

EXECUTION COPY

2009 RESTATEMENT OF
EXECUTIVE SEVERANCE AGREEMENT

THIS RESTATEMENT (the “Restatement”) to the Executive Severance Agreement dated November 19, 2003 and amended on November 9, 2006 and November 21, 2008 (the “Agreement”) by and between THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the “Company”), and Mr. Marc N. Casper (the “Executive”) is made this 21st day of November, 2009 by and between the Company and the Executive (the “Effective Date”).

WHEREAS, the Company recognizes that the uncertainty regarding the future employment prospects for key personnel may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from such uncertainty and related events and circumstances; and

WHEREAS, as of October 15, 2009, the Executive became President and Chief Executive Officer of the Company;

NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

1. Key Definitions .

As used herein, the following terms shall have the following respective meanings:

1.1 “ Change in Control ” means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided , however , that for purposes of this

subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or

(b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided , however , that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or

(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

1.2 “ Cause ” shall mean:

(a) the Executive commits a felony or any crime involving moral turpitude, or any conduct by the Executive that would reasonably be expected to result in a material injury to the Company if he were retained in his position, in each case as determined by the Board;

(b) in carrying out his duties, the Executive intentionally engages in conduct that constitutes gross neglect or gross misconduct or any material violation of this Agreement or any material violation of applicable Company rule or policy, the violation of which amounts to gross neglect or gross misconduct, which, in each case that is curable, is not cured by the Executive within 30 days following written notice of such conduct from the Board; or

(c) the Executive’s willful failure to respond to reasonable requests made by the full Board (or by a committee of the Board that has been established by the full Board) in connection with (1) a bona fide internal investigation relating to the Company that has been approved by the full Board (or by a committee of the Board that has been established by the full Board) or (2) a bona fide investigation relating to the Company by a federal or state regulatory or law enforcement authority, or the Executive’s willful destruction of documents or other materials known by the Executive to be relevant to such investigation, or the Executive’s willful destruction of documents or other materials not in accordance with Company policies (including any Company retention policy), or the Executive’s willful inducement of others to fail to cooperate or to produce documents or other materials, in each case which has continued for more than 30 days following written notice of such failure from the Board. Any determination to terminate the Executive’s employment for Cause as provided above shall be made by the full Board following any applicable cure period as provided above and following an opportunity for the Executive to be heard by the full Board.

1.3 “ Disability ” means the Executive’s inability, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the Executive’s duties on behalf of the Company, with or without reasonable accommodation as that term is defined under state or federal law. A determination of disability shall be made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties.

1.4 “ Good Reason ” shall mean termination by the Executive of his employment, after written notice to the Company within 30 days following the occurrence of any of the following events without his prior written consent:

(a) a reduction in the Executive’s then current base salary or target bonus opportunity, except for a proportionate reduction applicable to all U.S. Band VI and VII executives of the Company;

(b) the removal by the Board of the Executive from the position of President or Chief Executive Officer;

(c) a material diminution in the Executive’s duties or responsibilities, including the assumption by the Board (in its entirety or by any member(s)) of any duty or responsibility that was previously the duty or responsibility of the Executive or his reports (other than bona fide temporary assumptions connected with the departure of one or more of his reports, provided that the Company in good faith is conducting a search for a replacement);

(d) a change in the reporting structure so that (A) the Executive reports to any single person, or so that the Executive reports to any person(s) or entity other than the full Board, or (B) any officer or other member of senior management of the Company (including the Chief Financial Officer and General Counsel) reports to any person or entity other than the Executive (either directly or with the Executive’s consent to another officer or member of senior management of the Company who reports to the Executive);

(e) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (i) outside a radius of 50 miles from the Executive’s principal residence and (ii) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the date of this Agreement; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the date of this Agreement;

(f) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction; or

(g) a material breach of this Agreement by the Company.

Notwithstanding anything to the contrary, any action or event taken by the Board in good faith after receiving advice of counsel to comply with any applicable law, regulation, rule, order or other legal requirement, shall not constitute Good Reason. Following written notice from the Executive, as described above, the Company shall have 30 days in which to cure. If the Company fails to cure, the Executive’s termination shall become effective on the 31st day following the written notice.

2. Term of Agreement; Not an Employment Contract . The term of this Agreement shall begin on the Effective Date and shall end on the date of the termination

of the Executive’s employment with the Company, without limitation of any obligations of the parties hereunder following the date of termination. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time.

3. Benefits to Executive .

3.1 Compensation .

(a) Termination Without Cause or for Good Reason . If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason, then the Executive shall be entitled to the following benefits:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

(1) the sum of (A) the Executive’s base salary through the date of termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 and (C) the amount of any accrued vacation pay, to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and

(2) the sum of (A) two (2) times the Executive’s annual base salary and target bonus as in effect immediately prior to the date of termination, and (B) the amount of any accrued vacation pay, to the extent not previously paid; and

(ii) for 24 months after the date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical, dental and life insurance benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable benefit plans in effect on the date of termination or, if more favorable to the Executive and the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided , however , that (A) if the terms of a benefit plan do not permit continued participation therein by a former employee, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., medical insurance benefits) from such employer on terms at least as

favorable to the Executive and the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and the Executive’s family; and

(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b) Termination for Cause, Disability or Death . If the Company terminates the Executive’s employment with the Company for Cause, then the Company shall (i) pay the Executive in a lump sum in cash within 30 days after the date of termination, the Executive’s base salary through the date of termination and (ii) timely pay or provide to the Executive the Other Benefits. If the Company terminates the Executive’s employment with the Company because of the Executive’s disability or the Executive’s death, then the Company shall (i) pay the Executive or the Executive’s estate, in a lump sum in cash within 30 days after the date of termination, the Accrued Obligations and (ii) timely pay or provide to the Executive the Other Benefits.

3.2 Outplacement Services . In the event the Executive is terminated by the Company (other than for Cause, Disability or death), the Company shall provide outplacement services through one or more outside firms of the Executive’s choosing up to an aggregate of $20,000, with such services to extend until the earlier of (i) 12 months following the termination of the Executive’s employment or (ii) the date the Executive secures full time employment.

3.3 Mitigation . The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 3 by seeking other employment or otherwise. Further, except as provided in Section 3.1(a)(ii), the amount of any payment or benefits provided for in this Section 3 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

3.4. Release of Claims by Executive . The Executive shall not be entitled to any payments or other benefits hereunder unless the Executive executes and, if applicable, does not revoke, a full and complete release of claims and a reasonable and customary separation agreement that includes nondisparagement and cooperation provisions. The parties further agree that the separation agreement shall not include any restrictive covenants that are in addition to those already contained in the Noncompetition Agreement between the Company and the Executive dated November 21, 2009.

4. Disputes . All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

5. Successors .

5.2 Successor to Executive . This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

6. Notice . All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable nationwide overnight courier service, in each case addressed to the Company, at 81 Wyman Street, Waltham, Massachusetts and to the Executive at the Executive’s principal residence as currently reflected on the Company’s records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

7. Miscellaneous .

7.1 Resignation as Director and Officer . In the event of a termination of employment of the Executive for any reason, the Executive shall immediately resign as a member of the Board and as an officer of the Company, and the Executive shall immediately resign as a member of the board and as an officer of each of the Company’s subsidiaries and affiliates, unless requested by the Board to remain in any such position.

7.2 Term Life Insurance Policy . The Company shall use its commercial best efforts to maintain a term life insurance policy on the life of the Executive providing for a death benefit of at least $3,000,000 payable to a beneficiary or beneficiaries designated by the Executive. The premiums for such policy will be paid by the Company until the earlier of (i) the date that the Executive no longer serves as an employee, officer, director or consultant of the Company or any of its subsidiaries or (ii) December 31, 2026. Upon the termination of the Executive’s service, the Company agrees to transfer the policy to a party designated by the Executive, subject to applicable laws or regulations.

7.3 Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

7.4 Injunctive Relief . The Company and the Executive agree that any breach of this Agreement by the Company is likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the right to specific performance and injunctive relief.

7.5 Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

7.6 Waivers . No waiver by the Executive at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.

7.7 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

7.8 Tax Withholding . Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.

7.9 Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or

warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein, and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled, except as provided in the next sentence. Notwithstanding the foregoing sentence, if the Executive is party to an agreement with the Company providing for the payment of benefits in the event employment is terminated after a Change in Control (a “Change in Control Agreement”), such Change in Control Agreement shall not be terminated or cancelled by this Agreement and such Change in Control Agreement shall survive and remain in effect in accordance with its own terms. In the event the Executive actually receives benefits under the Change in Control Agreement, the Executive shall not also be entitled to receive benefits under this Agreement.

7.10 Amendments . This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.

8. Payments Subject to Section 409A . Subject to the provisions in this Section 8, any severance payments or benefits under this Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement:

a. It is intended that each payment or provision of any benefit, as the case may be, provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

b. If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement.

c. If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

i. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation § 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month following the end of the Executive’s tax year in which the separation

from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

ii. Each installment of the severance payments and benefits due under this Agreement that is not described in paragraph c(i) above and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation § 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service).

d. The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation § 1.409A-1(h). Solely for purposes of this paragraph d, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

e. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

f. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided hereunder that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first set forth above.


	THERMO FISHER SCIENTIFIC INC.
Dated: November 21, 2009	By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary

	EXECUTIVE
	/s/ Marc N. Casper
	Marc N. Casper

Exhibit 10.6

EXECUTION COPY

EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT

THIS AGREEMENT by and between THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the “Company”), and Marc N. Casper (the “Executive”) is made as of November 21, 2009 (the “Effective Date”).

WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances;

1. Key Definitions .

As used herein, the following terms shall have the following respective meanings:

controlled by the Company, or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or

(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

1.2 “ Change in Control Date ” means the first date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if (a) a Change in Control occurs, (b) the Executive’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and (c) it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps

reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately prior to the date of such termination of employment.

1.3 “ Cause ” shall mean:

1.4 “ Good Reason ” means the occurrence, without the Executive’s written consent, of any of the events or circumstances set forth in clauses (a) through (g) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Date of Termination specified in the Notice of Termination (each as defined in Section 2.2(a)) given by the Executive in respect thereof, such event or circumstance has been fully corrected and the Executive has been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first Notice of Termination for Good Reason given by the Executive).

(a) the assignment to the Executive of duties inconsistent in any material respect with the Executive’s position (including status, offices, titles and reporting

requirements), authority or responsibilities in effect immediately prior to the earliest to occur of (i) the Change in Control Date, (ii) the date of the execution by the Company of the initial written agreement or instrument providing for the Change in Control or (iii) the date of the adoption by the Board of Directors of a resolution providing for the Change in Control (with the earliest to occur of such dates referred to herein as the “Measurement Date”) or a material diminution in such position, authority or responsibilities;

(b) a reduction in the Executive’s annual base salary as in effect on the Measurement Date or as the same was or may be increased thereafter from time to time;

(c) the failure by the Company to (i) continue in effect any material compensation or benefit plan or program, including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy, in which the Executive participates or which is applicable to the Executive immediately prior to the Measurement Date (a “Benefit Plan”), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program, (ii) continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than the basis existing immediately prior to the Measurement Date, (iii) award cash bonuses to the Executive in amounts and in a manner substantially consistent with past practice in light of the Company’s financial performance or (iv) continue to provide any material fringe benefit enjoyed by the Executive immediately prior to the Measurement Date;

(d) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (i) outside a radius of 50 miles from the Executive’s principal residence immediately prior to the Measurement Date and (ii) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Measurement Date; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Measurement Date;

(e) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement, as required by Section 5.1;

(f) a purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2.2(a); or

(g) any failure of the Company to pay or provide to the Executive any portion of the Executive’s compensation or benefits due under any Benefit Plan within seven days of the date such compensation or benefits are due, or any material breach by the Company of this Agreement or any employment agreement with the Executive.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.

1.5 “ Disability ” means the Executive’s inability, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the Executive’s duties on behalf of the Company, with or without reasonable accommodation as that term is defined under state or federal law. A determination of disability shall be made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties.

2. Employment Status; Termination Following Change in Control .

2.1 Term of Agreement; Not an Employment Contract . The term of this Agreement shall begin on the Effective Date and shall end on the date of the termination of the Executive’s employment with the Company, without limitation of any obligations of the parties hereunder following the date of termination. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. If the Executive’s employment with the Company terminates for any reason and subsequently a Change in Control shall occur, the Executive shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.2.

2.2 Termination of Employment .

(a) If the Change in Control Date occurs, any termination of the Executive’s employment by the Company or by the Executive within 18 months following the Change in Control Date (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 6. Any Notice of Termination shall: (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the Date of Termination (as defined below). The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be. In the event the Company fails to satisfy the requirements of Section 2.2(a) regarding a Notice of Termination, the purported termination of the Executive’s employment pursuant to such Notice of Termination shall not be effective for purposes of this Agreement.

(b) The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(c) Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board at which the Executive may, at the Executive’s election, be represented by counsel and at which the Executive shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Executive stating the Board’s intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination.

(d) Any Notice of Termination for Good Reason given by the Executive must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason.

3. Benefits to Executive .

3.1 Compensation . If the Change in Control Date occurs and the Executive’s employment with the Company terminates within 18 months following the Change in Control Date, the Executive shall be entitled to the following benefits:

(a) Termination Without Cause or for Good Reason . If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

(1) the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the higher of the Executive’s target bonus as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any accrued vacation pay, to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and

(2) an amount equal to (a) two multiplied by (b) the sum of (x) the higher of the Executive’s annual base salary as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) the higher of the Executive’s target bonus as in effect immediately prior to the Change in Control Date or the Date of Termination .

(ii) for two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical,

dental and life insurance benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable medical, dental and life insurance Benefit Plans in effect immediately prior to the Change in Control Date or, if more favorable to the Executive and the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided , however , that (A) if the terms of a medical, dental or life insurance Benefit Plan do not permit continued participation therein by a former employee, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., medical insurance benefits) from such employer on terms at least as favorable to the Executive and the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and the Executive’s family; and

(b) Resignation without Good Reason; Termination for Death or Disability . If the Executive voluntarily terminates the Executive’s employment with the Company within 18 months following the Change in Control Date, excluding a termination for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability within 18 months following the Change in Control Date, then the Company shall (i) pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination, the Accrued Obligations and (ii) timely pay or provide to the Executive the Other Benefits.

(c) Termination for Cause . If the Company terminates the Executive’s employment with the Company for Cause within 18 months following the Change in Control Date, then the Company shall (i) pay the Executive, in a lump sum in cash within 30 days after the Date of Termination, the Executive’s annual base salary through the Date of Termination, and (ii) timely pay or provide to the Executive the Other Benefits.

3.2 Payments Subject to Section 409A .

(a) Subject to this Section 3.2, payments or benefits under Section 3.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) which occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 3.1, as applicable:

(i) It is intended that each payment or provision of any benefit, as the case may be, provided under Section 3.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of

any such payments or benefits except to the extent specifically permitted or required by Section 409A.

(ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 3.1.

(iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

(1) Each installment of the payments and benefits due under Section 3.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation § 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15 ^th day of the third month following the end of the Executive’s tax year in which the separation from service occurs and the 15 ^th day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

(2) Each installment of the payments and benefits due under Section 3.1 that is not described in Section 3.2(a)(iii)(1) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided , however , that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation § 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

(b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation § 1.409A-1(h). Solely for purposes of this Section 3.2(b), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

(c) All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A.

3.3 Outplacement Services . In the event the Executive is terminated by the Company (other than for Cause, Disability or death), or the Executive terminates employment for Good Reason, within 18 months following the Change in Control Date, the Company shall provide outplacement services through one or more outside firms of the Executive’s choosing up to an aggregate of $20,000, with such services to extend until the earlier of (i) 12 months following the termination of the Executive’s employment or (ii) the date the Executive secures full time employment.

3.4 Mitigation . The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 3 by seeking other employment or otherwise. Further, except as provided in Section 3.1(a)(ii), the amount of any payment or benefits provided for in this Section 3 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

3.5 Release of Claims by Executive . The Executive shall not be entitled to any payments or other benefits hereunder unless the Executive executes and, if applicable, does not revoke, a full and complete release of claims and a reasonable and customary separation agreement that includes nondisparagement and cooperation provisions. The parties further agree that the separation agreement shall not include any restrictive covenants that are in addition to those already contained in the Noncompetition Agreement between the Company and the Executive dated November 21, 2009.

4. Disputes .

4.1 Settlement of Disputes; Arbitration . All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

4.2 Expenses . The Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting and other fees and expenses which the Executive may reasonably incur as a result of any claim or contest (regardless of the outcome thereof) by the Company, the Executive or others regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount of any payment or benefits pursuant to this

Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

5. Successors .

5.1 Successor to Company . The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise.

7. Miscellaneous .

7.1 Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

7.2 Injunctive Relief . The Company and the Executive agree that any breach of this Agreement by the Company is likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the right to specific performance and injunctive relief.

7.3 Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

7.4 Waivers . No waiver by the Executive at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.

7.5 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

7.6 Tax Withholding . Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.

7.7 Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.

7.8 Amendments . This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first set forth above.


	THERMO FISHER SCIENTIFIC INC.
Dated: November 21, 2009	By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary

	EXECUTIVE
	/s/ Marc N. Casper
	Marc N. Casper

Exhibit 10.7

EXECUTION COPY

NONCOMPETITION AGREEMENT

THIS AGREEMENT, dated as of November 21, 2009 is made by and between Marc N. Casper (“ Employee ”), and Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices are located at 81 Wyman Street, Waltham, Massachusetts 02454 (“ Employer ”).

WHEREAS, Employer, including its subsidiaries and affiliates, is the world leader in the manufacture, development and distribution of scientific and diagnostic instruments, equipment, supplies, workstations and chemicals used by clinical and research laboratories, universities and other life and health sciences customers, as well as diagnostic instruments, test materials and related products for clinical laboratories; and teaching aids for science education. In addition, Employer is a leading supplier of occupational health and safety products and maintenance, repair and operating materials. Employer is also a pioneer in the development of electronic and internet purchasing, marketing and distribution systems.

WHEREAS, Employer has developed and continues to develop and use certain trade secrets, customer lists and other proprietary and confidential information and data, which Employer has spent a substantial amount of time, effort and money, and will continue to do so in the future, to develop or acquire such proprietary and confidential information and to promote and increase its good will.

NOW, THEREFORE, in consideration of Employee’s continued employment by Employer or a subsidiary or affiliate thereof, Employee understands and agrees to the following:

Section 1 . Employee recognizes and acknowledges that it is essential for the proper protection of Employer’s legitimate business interests that Employee be restrained for a reasonable period following the termination of Employee’s employment with Employer, either voluntarily or involuntarily, from competing with Employer as set forth below.

Employee acknowledges and agrees that during the term of Employee’s employment with Employer, and for a period of twenty-four (24) months thereafter, Employee will not, directly or indirectly, engage, participate or invest in or be employed by any of the companies listed on Exhibit A attached hereto within the Restricted Area, as defined below, all of which are deemed by Employer and Employee to be competitors of Employer. The foregoing restrictions shall apply regardless of the capacity in which Employee engages, participates or invests in or is employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. In the event that after the date hereof any of the companies listed on Exhibit A is acquired by or is merged with a company not listed on Exhibit A, then Exhibit A shall be deemed to be amended to include the name of the acquirer or the successor to the listed company. After the date hereof, Employer may amend Exhibit A by written notice to Employee delivered within thirty (30) days following Employer’s acquisition of a company after the date hereof, to add a competitor of such acquired company, and provided that such competitor has annual revenues at that time of at least $300 million. The previous sentence notwithstanding, in the event that after the date hereof, Employer is acquired by a third party, the right of Employer or its successor to add competitors to Exhibit A pursuant to the previous sentence shall terminate upon the closing of the acquisition of Employer.

“Restricted Area” shall mean each state and territory of the United States of America and each country of the world outside of the United States of America in which Employer had developed, marketed, sold and/or distributed its products and/or services within the last two (2) years of Employee’s employment.

Section 2 . During the term of Employee’s employment with Employer and for a period of twenty-four (24) months after termination of Employee’s employment with Employer for any reason, Employee will not: (i) employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, any employee(s) of Employer to leave his or her employment and become an employee, consultant or representative of any other entity including, but not limited to, Employee’s new employer, if any; and/or (ii) on behalf of any of the companies listed on Exhibit B attached hereto, solicit, aid in or encourage the solicitation of, contract with, aid in or encourage the contracting with, service, or contact any person or entity which is or was, within the two (2) years prior to Employee’s termination of employment with Employer, a customer or client of Employer, for purposes of marketing, offering or selling a product or service competitive with Employer.

Section 3 . For the period of twenty-four (24) months immediately following the end of Employee’s employment by Employer, Employee will inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement.

Section 4 . Employee understands and agrees that the provisions of this section shall not prevent Employee from acquiring or holding publicly traded stock or other publicly traded securities of a business, so long as Employee’s ownership does not exceed 1% percent of the outstanding securities of such company of the same class as those held by Employee or from engaging in any activity or having an ownership interest in any business that is reviewed by the Board of Directors of Employer.

Section 5 . Employee acknowledges that the time, geographic and scope of activity limitations set forth herein are reasonable and necessary to protect Employer’s legitimate business interests. However, if in any judicial proceeding a court refuses to enforce this Agreement, whether because the time limitation is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of activity or otherwise) than is necessary to protect the legitimate business interests of Employer, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.

Section 6 . Employee further acknowledges and agrees that it would be difficult to measure any damages caused to Employer which might result from any breach by Employee of any of the promises set forth in this Agreement, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Employee acknowledges and agrees that if he or she breaches or threatens to breach, any portion of this Agreement, Employer shall be entitled, in addition to all other remedies that it may have: (i) to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual

damage to Employer; and (ii) if Employee fails substantially to cure such breach within thirty (30) days following Executive’s receipt of written notice thereof from Employer, and if a final, non-appealable order is entered by a court of competent jurisdiction holding Employee liable for a breach of a material portion of this Agreement, to be relieved of any obligation to provide any further payment or benefits to Employee or Employee’s dependents.

Section 7 . The parties acknowledge and agree that should it become necessary for either party to file suit to enforce the covenants contained herein, the prevailing party in such suit shall be entitled to recover his or its reasonable costs incurred in conducting the suit including, but not limited, to reasonable attorneys’ fees and expenses.

Section 8. Employee acknowledges and agrees that this Agreement does not constitute a contract of employment and does not imply that Employer or any of its subsidiaries will continue Employee’s employment for any period of time.

Section 9. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement.

Section 10. This Agreement cannot be modified, amended or changed, nor may compliance with any provision hereof be waived, except by an instrument in writing executed by the party against whom enforcement of such modification, amendment, change or waiver is sought. Any waiver by a party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict compliance with any provision of this Agreement at any time shall not deprive such party of the right to insist upon strict compliance with such provision at any other time or of the right to insist upon strict compliance with any other provision hereof at any time.

Section 11. All notices, requests, demands, consents and other communications which are required or permitted hereunder shall be in writing, and shall be deemed given when actually received or if earlier, two days after deposit with the U.S. postal authorities, certified or registered mail, return receipt requested, postage prepaid or two days after deposit with an internationally recognized air courier or express mail, charges prepaid, addressed as follows:

If to Employer:

Thermo Fisher Scientific Inc.
81 Wyman Street
Waltham, Massachusetts 02454
Attention: General Counsel

If to Employee, at the address set forth above or to such other address as any party hereto may designate in writing to the other party, specifying a change of address for the purpose of this Agreement.

Section 12. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 13. This Agreement shall be construed and interpreted in accordance with, and shall be governed exclusively by, the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America.

Section 14. Intentionally Omitted.

Section 15 . Employer shall reimburse Employee for reasonable legal fees incurred in the negotiation and preparation of this Agreement and the other amendments and agreements being executed contemporaneously herewith.

Section 16. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND HAS HAD ADEQUATE TIME AND OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF EMPLOYEE’S OWN CHOOSING REGARDING THE MEANING OF THE TERMS AND CONDITIONS CONTAINED HEREIN, AND EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE FULLY UNDERSTANDS THE CONTENT AND EFFECT OF THIS AGREEMENT AND AGREES TO ALL OF THE PROVISIONS CONTAINED HEREIN.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


EMPLOYEE:	THERMO FISHER SCIENTIFIC INC.

/s/ Marc N. Casper Marc N. Casper	By: Name:	/s/ Seth H. Hoogsian Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary