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):
February 21, 2010
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-8002
(Commission File Number)
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04-2209186
(I.R.S. Employer
Identification Number)
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81 Wyman Street
Waltham, Massachusetts
(Address of principal executive offices)
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02451
(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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.
Compensatory Arrangements of Certain Officers
On February 25, 2010, the Compensation Committee of the Board of Directors (the “Compensation
Committee”) of Thermo Fisher Scientific Inc. (the “Company”) took the following actions relating to
executive compensation:
Annual Cash Incentive Plans — Approval of Payout of Cash Bonuses for 2009.
The
Compensation Committee approved the payout of cash bonuses for 2009 to the Company’s executive
officers under the Company’s 2008 Annual Incentive Award Plan (the “162(m) Plan”), which was
approved by the stockholders of the Company at its 2008 Annual Meeting of Stockholders. The
Compensation Committee exercised its discretion to lower the amount of the cash bonuses payable
under the 162(m) Plan based on its determinations as to the level of achievement of the applicable
supplemental performance metrics and goals for 2009 under the Company’s annual cash incentive
program, which operates in connection with the 162(m) Plan. The amount of cash bonuses approved by
the Compensation Committee to be paid to the Company’s “named executive officers” (as defined by
Item 402(a)(3) of Regulation S-K) is set forth in the table below.
Annual Cash Incentive Plans — Establishment of Criteria for 2010 Bonus.
The
Compensation Committee established the performance goal under the 2008 Annual Incentive Award Plan
for 2010 as earnings before interest, taxes and amortization, excluding the impact of
restructurings, cost of revenues charges associated with acquisitions or restructurings, selling,
general and administrative charges associated with acquisition transaction costs, gains/losses from
the sale of a business or real estate, material asset impairment charges and other unusual or
nonrecurring items (“Adjusted Operating Income”); and determined the percentage of Adjusted
Operating Income that each of the Company’s executive officers is entitled to receive as a cash
bonus for 2010 under the Plan, subject to the Compensation Committee’s right to lower, but not
raise, the actual cash bonus to be paid to such executive officer for the year. The Compensation
Committee’s determination as to whether to lower the actual cash bonus to be paid to executive
officers is generally based on the results of its determinations under the Company’s annual cash
incentive program for that year (which is described in the next paragraph).
The Compensation Committee also established a target cash bonus amount for each of the
Company’s executive officers as well as supplemental performance metrics and goals for the Company
under the Company’s annual cash incentive program for 2010. The target amount for each of the
Company’s executive officers, which is a percentage of base
salary (ranging from 45% to 115%), was
determined by the Compensation Committee based on the salary level and position of such officer
within the Company. The supplemental performance metrics and goals are based on (a) (70%)
financial measures for the Company, comprised of growth in (i) revenue (adjusted for the impact of
acquisitions and divestitures and for foreign currency changes) (35%) and (ii) earnings (adjusted
for restructuring charges and certain other items of income or expense) before interest, taxes and
amortization as a percentage of revenue (35%) and (b) (30%) non-financial measures of the Company’s
executive officers’ contributions to the achievement of certain business objectives of the Company.
For each of the financial measures, the Company’s actual performance will be measured relative to
the Company’s internal operating plan for 2010. After giving effect to the weighting of the
supplemental performance metrics and individual performance, a range of
performance for the financial and non-financial measures, corresponding to a multiplier of 0
to 2, will be applied to the target cash bonus amounts for the Company’s officers, including its
executive officers.
Base Salary — Approval of Increases
. Effective April 5, 2010, the Compensation
Committee increased the annual base salary of the Company’s executive officers. The annual base
salary approved by the Compensation Committee for each of the Company’s named executive officers is
set forth in the table below.
Revised Target Bonus for 2010
. The Company’s executive officers have annual target
cash bonus amounts, expressed as a percentage of their annual base salaries. The percentages for
certain executive officers were adjusted by the Compensation Committee. The revised target bonus
percentages approved by the Compensation Committee for the Company’s named executive officers are
set forth in the table below.
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2010 Salary
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2010 Target Bonus
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Name
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2009 Cash Bonus
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(Effective April 5, 2010)
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(% of Base Salary)
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Marc N. Casper
President and Chief
Executive Officer
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$
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824,533
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$
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1,000,000
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115
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%
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Peter M. Wilver
Senior Vice President, Chief
Financial Officer
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$
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450,000
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$
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616,000
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75
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%
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Alan J. Malus
Senior Vice President
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$
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459,824
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$
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570,000
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75
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%
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Seth H. Hoogasian
Senior Vice
President, General Counsel and
Secretary
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$
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312,975
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$
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494,500
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65
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%
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Marijn E. Dekkers
Former President and
Chief Executive Officer*
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—
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—
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—
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*
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Mr. Dekkers resigned from the Company on September 15, 2009, effective October 15, 2009.
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Amendments to Severance Arrangements
The Committee also approved amendments to the Company’s Executive Severance Policy as it
relates to the executive officers, and to the 2009 Restatement of Executive Severance Agreement
between the Company and Mr. Casper, in order to comply with a
recent Internal Revenue Service ruling. The
Committee approved these amendments in order to preserve the tax deductibility of the Company’s
annual performance-bonuses to executive officers. The Committee approved an amendment to the
Executive Severance Policy providing that an executive officer who is terminated during the year
involuntarily without “cause” (as defined in the Executive Severance Policy) would receive a pro
rata bonus for that year, based on his or her target bonus percentage for that year. That pro rata
bonus would not be paid until March of the following year, when the other officer bonuses would be
paid, and only if the performance goals established pursuant
to the Company’s 2008 Annual Incentive Award Plan (or similar provision of any applicable
shareholder-approved successor plan) applicable to the other officers were met. Amendment No 1 to
Executive Severance Policy, dated February 25, 2010, is filed with this Current Report on Form 8-K
as Exhibit 10.1. The Committee also approved an amendment to Mr. Casper’s agreement providing
that, in the case of involuntary termination without “cause” or “good reason” termination of his
employment (as each of those terms is defined in the 2009 Restatement of Executive Severance
Agreement by and between the Company and Marc Casper), Mr. Casper would only receive his pro rata
bonus for the year of termination if the performance goals established pursuant to the Company’s
2008 Annual Incentive Award Plan (or similar provision of any applicable shareholder-approved
successor plan) applicable to the other officers were met, and that pro rata bonus would not be
paid until March of the following year, when the other officer bonuses would be paid. Amendment
No. 1 to 2009 Restatement of Executive Severance Agreement by and between the Company and Marc
Casper, dated February 25, 2010, is filed with this Current Report on Form 8-K as Exhibit 10.2.
Departure of Director
On
February 21, 2010 and February 25, 2010, Stephen P. Kaufman
and Michael A. Bell, respectively, informed the Company of their decision to not stand for
re-election to the Company’s Board of Directors. Messrs. Kaufman
and Bell’s terms expire at the Company’s 2010
annual meeting of stockholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No.
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Description
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10.1
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Amendment No. 1 to Executive Severance Policy, dated February 25, 2010
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10.2
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Amendment No. 1 to 2009 Restatement of Executive Severance Agreement by and between the
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Company and Marc Casper, dated February 25, 2010
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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
25
th
day of February, 2010.
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THERMO FISHER SCIENTIFIC INC.
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By:
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/s/ Seth H. Hoogasian
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Seth H. Hoogasian
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Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amendment No. 1 to Executive Severance Policy, dated February 25, 2010
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10.2
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Amendment No. 1 to 2009 Restatement of Executive Severance Agreement by and between the
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Company and Marc Casper, dated February 25, 2010
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Exhibit 10.1
THERMO FISHER SCIENTIFIC INC.
AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE POLICY
This AMENDMENT NO. 1 (the “Amendment”) to the Executive Severance Policy dated January 1, 2009 (the
“Policy”) of Thermo Fisher Scientific Inc. (the “Company”) is made as of February 25, 2010.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Policy.
WHEREAS, the Company designed the Policy to provide separation pay and benefits to certain
eligible Executives of the Company whose employment is involuntarily terminated without Cause;
WHEREAS, the Company desires to amend the Policy to reflect compliance with the requirements
of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”);
NOW, THEREFORE, in consideration for the mutual promises contained herein, the Policy is
amended as follows.
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1.
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The following new Section 2.4 is hereby added immediately following Section 2.3:
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“2.4. “
Covered Employee
” means an Executive who has been designated by the
Company’s Board of Directors as an executive officer of the Company.”
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2.
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Sections 2.4, 2.5, 2.6, and 2.7 are hereby renumbered as Sections 2.5, 2.6, 2.7, and 2.8,
respectively.
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3.
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Section 4.1(a)(i) of the Policy is hereby amended and restated in its entirety as follows:
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“(i) the Company shall pay to the Executive the aggregate of the following amounts:
(A) the sum of (x) the Executive’s base salary through the date of termination and (y)
the amount of any accrued vacation pay, both to the extent not previously paid, to be paid in
a lump sum within 30 days after the date of termination;
(B) in the case of a Covered Employee, his or her Pro Rata Bonus. A Covered Employee’s
Pro Rata Bonus shall be the product of (x) the target bonus amount that would have been
payable to such Covered Employee for the year (or other award period) in which the date of
termination occurs had the Covered Employee remained employed through the completion of the
year (or other award period) and (y) a fraction, the numerator of which is the number of days
in the current fiscal year (or award period) through the date of termination, and the
denominator of which is 365 (or total duration of the applicable award period), to be paid no
later than the date bonus amounts are paid to similarly situated Executives, provided, that a
Pro Rata Bonus shall be payable only if the applicable Performance Goals established pursuant
to Section V.A of the Company’s 2008 Annual Incentive Award Plan (or similar provision of
any applicable shareholder-approved successor plan) with respect to such bonus are achieved;
and
(C) the Executive’s Severance Multiplier times (x) the Executive’s annual base salary as
in effect immediately prior to the date of termination and (y) the Executive’s target bonus
for the year in which termination occurs, in each case to be paid in a lump sum within
30 days after the date of termination; and”
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4.
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Except as expressly modified herein, the Policy shall remain in full force and effect.
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5.
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This Amendment may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall be one and the same document.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto
as of the day and year first above written.
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THERMO FISHER SCIENTIFIC INC.
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By:
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/s/
Seth H. Hoogasian
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Name:
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Seth H. Hoogasian
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Title:
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Senior Vice President, General
Counsel
and Secretary
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Exhibit 10.2
THERMO FISHER SCIENTIFIC INC.
AMENDMENT NO. 1 TO
2009 RESTATEMENT OF EXECUTIVE SEVERANCE AGREEMENT
This AMENDMENT NO. 1 (the “Amendment”) to the 2009 Restatement of Executive Severance Agreement
dated November 19, 2003 and amended on November 9, 2006, November 21, 2008 and November 21, 2009
(the “Agreement”) by and between Thermo Fisher Scientific Inc. (the “Company”) and Marc N. Casper
(the “Executive”) is made as of February 25, 2010. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Company and the Executive entered into the Agreement to provide separation pay
and benefits to the Executive in the event the Executive’s employment with the Company is
terminated under certain circumstances;
WHEREAS, the Company desires to amend the Agreement to reflect compliance with the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereby
agree as follows.
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1.
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Section 3.1(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:
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“(i) the Company shall pay to the Executive the aggregate of the following amounts:
(1) the sum of (A) the Executive’s base salary through the date of termination, to be
paid in a lump sum within 30 days after 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 (or other award period) and (y) a
fraction, the numerator of which is the number of days in the current fiscal year (or award
period) through the date of termination, and the denominator of which is 365 (or total
duration of the applicable award period), to be paid no later than the date bonus amounts are
paid to similarly situated Executives; provided, however, that such bonus shall be payable
only if the applicable Performance Goals established pursuant to Section V.A of the Company’s
2008 Annual Incentive Award Plan (or similar provision of any applicable shareholder-approved
successor plan) for the fiscal year (or other award period) in which the termination occurs
are achieved, and (C) the amount of any accrued vacation pay, to the extent not previously
paid, to be paid in a lump sum within 30 days after the date of termination (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, in each case to be paid in a lump sum within
30 days after the date of termination; and”
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2.
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Except as expressly modified herein, the Agreement shall remain in full force and effect.
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3.
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This Amendment may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall be one and the same document.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto
as of the day and year first above written.
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THERMO FISHER SCIENTIFIC INC.
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By:
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/s/
Seth H. Hoogasian
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Name:
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Seth H. Hoogasian
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Title:
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Senior Vice President, General Counsel
and Secretary
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MARC N. CASPER
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/s/ Marc
N. Casper
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