Exhibit 4.18
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 the following January 2 (provided that
such number shall not be greater than 365), divided by
(ii) 365, then rounded to the next whole number.
6.2.1
Exercise Price
.
The purchase price per share covered
by each option granted pursuant to this Section 6.2 shall be
100 percent of the fair market value of a Common Share on the grant
date. The exercise price of any option granted under this
Section 6.2 shall be paid in full at the time of each purchase
in cash or by check or in Common Shares valued at their fair market
value on the date of exercise of the option, or partly in such
shares and partly in cash, but any such shares used in payment must
be owned by the participant at least six months prior to the date
of exercise.
6.2.2
Term
.
Each option granted under this
Section 6.2 and all rights or obligations thereunder will
expire 7 years after the grant date and will be subject to
earlier
termination as provided below. Each
option granted under this Section 6.2 will become
exerci
