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Exhibit 10.78
THERMO FISHER SCIENTIFIC INC.
DIRECTORS STOCK OPTION PLAN
Amendment
The Thermo Fisher Scientific Inc. Directors Stock Option Plan,
pursuant to Section 14 thereof, is hereby amended
as follows:
(1)
The
following
s
ubsection G
shall be added to
Section 5:
“
G. No Repricing.
Unless such
action is approved by the Company’s
stockholders: (1) no outstanding option granted
under the Plan may be amended to provide an exercise price
per share that is lower than the then-current exercise price
per share of such outstanding option (other than adjustments
pursuant to Section 9) and (2) the Board may not cancel any
outstanding option (whether or not granted under the Plan)
and grant in substitution therefor new Awards under the Plan
covering the same or a different number of shares of Common
Stock and having an exercise price per share lower than the
then-current exercise price per share of the cancelled
option.”
(2)
Subsections 13(B)(a) and (c) shall be deleted and
replaced with the following:
"(a)
the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of 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 promu
lgated under the Exchange Act) 5
0% or more of either (i) the then-outstanding Common Stock (the
“Outstanding TMO Common Stock”) or (ii) the combined
voting power of the then-outstanding securities of the Company
entitled to vote generally
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