Exhibit 10.1
[Director Form
as of 7/10/08]
[Text
that appears in brackets should be added to the agreement as
appropriate.]
THERMO FISHER SCIENTIFIC
INC.
NONSTATUTORY STOCK OPTION
AGREEMENT
Granted Under
[ NAME OF EQUITY INCENTIVE
PLAN ]
This agreement evidences the grant by Thermo
Fisher Scientific Inc., a Delaware corporation (the
“Company”), on [
] , 200[ ]
(the “Grant Date”) to [
] (the
“Participant”), a director of the Company, of an Option
to purchase, in whole or in part, on the terms provided herein and
in the Company’s [ Name of Equity Incentive Plan
] (the “Plan”), a total of [
] shares
(the “Shares”) of common stock, $1.00 par
value per share, of the Company (“Common Stock”) at $[
] per
Share. Unless earlier terminated, this Option shall
expire at 5:00 p.m., Eastern time, on [
]
(the “Final Exercise Date”).
It is intended that the 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) and (e) of Section 3 below and the Plan, this
Option will become exercisable (“vest”) as to
____. [ The vesting of this Option shall be in
accordance with the provision of the Plan. In the event
of this Option vests based solely on the passage of time, insert
the following in the blank above: "
[ ] % of the original number of Shares on
the [____] anniversary of the Grant Date and as to an additional
[ ] % of the original number of Shares at
the end of [each] anniversary of the Grant Date following the first
anniversary of the Grant Date until the [____] anniversary of the
Grant Date"] The right of exercise shall be
cumulative so that to the extent the 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.
(a)
Form of Exercise
. Each election to
exercise this Option shall be in accordance with
