Exhibit 10.2
AMENDMENT 2005-1
BECKMAN COULTER, INC.
2004 LONG-TERM PERFORMANCE PLAN
(Amendment of the Plan Regarding
Annual Grants to Non-Employee Directors)
WHEREAS , Beckman Coulter, Inc., a Delaware
corporation (the “Company”), maintains the Beckman
Coulter, Inc. 2004 Long-Term Performance Plan (the
“Plan”);
WHEREAS , pursuant to Section 9 of the Plan, the
Board of Directors of the Company has the right to amend the Plan;
and
WHEREAS , the Board of Directors of the Company deems it
desirable to amend the Plan to provide for an automatic grant of
(i) a nonqualified stock option to purchase 4,000 shares of
the Company’s common stock (the “Common Shares”)
and (ii) a stock unit award with respect to 700 Common Shares,
to each non-employee director of the Company who is in office as of
the first trading day on the New York Stock Exchange in each
calendar year, commencing in 2006, during the term of the
Plan.
NOW, THEREFORE,
the Plan is hereby amended,
effective December 31, 2005, as follows:
1.
Section 6 is hereby amended and
restated to read in its entirety as follows:
“6.
Director Formula
Plan.
6.1
Participation.
Awards under this Section 6
shall be granted to each member of the Board who is not, and has
not been, an officer or employee of the Company or any subsidiary
for a period of at least one year (an “ Eligible
Director” ), exclusively in accordance with the
provisions set forth below and subject to the limitations in
Section 3. Options granted pursuant to Section 6.2 and
stock units granted pursuant to Section 6.3 will be evidenced
by award agreements, the forms of which have been approved by the
Board.
6.2
Annual Option Grants.
Subject to
adjustments under Section 6.5, each Eligible Director in
office on the first day of trading on the New York Stock Exchange
in each calendar year during the term of this Plan, commencing in
2006, shall automatically be granted at the close of trading on
that day (without any action by the Administrator) a nonqualified
stock option (the grant date of which will be such date) to
purchase 4,000 Common Shares. Subject to adjustments under
Section 6.5, if an Eligible Director first takes office after
December 31, 2005 and other than on or before the first day of
trading on the New York Stock Exchange in the year in which he or
she first takes office, the Eligible Director shall be granted
(without any action by the Administrator) a nonqualified stock
option (the grant date of which will be the date he or she first
takes office) to purchase 400 Common Shares, or if greater, the
number of Common Shares determined by multiplying 4,000 by
(i) the number of days remaining after the grant date
until
