Exhibit 10.1
APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP
AMENDED AND
RESTATED 1999 STOCK INCENTIVE PLAN
FORM OF PERFORMANCE SHARE AWARD AGREEMENT
PERFORMANCE SHARE AWARD AGREEMENT dated as of [Grant
Date], by and between Applera Corporation, a Delaware corporation
(the “Company”), and [Name], a regular salaried
employee of the Company or one of its subsidiaries
(“you”).
1. Grant of Performance Shares. The Company hereby
grants to you a Performance Share Award (the “Award”)
for [Total Number of Shares] shares (the “Performance
Shares”) of its Applied Biosystems Group Common Stock, par
value $.01 per share (the “Applied Biosystems Stock”),
under the terms of the Applera Corporation/Applied Biosystems Group
Amended and Restated 1999 Stock Incentive Plan (the
“Plan”).
2. Vesting; Performance Goals. The Performance Shares
will vest in the manner provided in Exhibit I to this Agreement
based on the attainment of the performance goals relating to
operating cash flow established by the Management Resources
Committee of the Board of Directors (the “Committee”)
pursuant to such Exhibit and the terms of the Plan (the
“Performance Goals”).
3. Requirement of Continued Employment. Except as may
otherwise be determined by Committee under the terms of the Plan,
no Performance Shares will be delivered to you unless you have been
at all times from the date of grant to and including the date of
vesting an employee of the Company or one of its subsidiaries.
4. Termination of Employment. If your employment with
the Company or a subsidiary is terminated by you or the Company for
any reason prior to the attainment of all or any portion of the
Performance Goals, the Performance Shares which have not vested
will be forfeited and will revert back to the Company without
payment to you of any consideration.
5. Delivery of Performance Shares. Certificates
representing the Performance Shares will be registered in your name
but remain in the physical custody of the Company until the
Committee determines that the Performance Goals have been attained.
In the event that all or a portion of the Performance Shares are
forfeited for any reason, those shares will revert back to the
Company without payment to you of any consideration.
6. Payment of Dividends; Voting Rights. Prior to the
vesting of the Performance Shares, you will have the right to vote
and to receive dividends, if any, on all of the unvested shares of
Applied Biosystems Stock covered by the Award.
7. Non-Transferability. Prior to the time that shares
of Applied Biosystems Stock issued pursuant to the Award vest and
are delivered to you, none of such shares may be sold, assigned,
bequeathed, transferred, pledged, hypothecated, or otherwise
disposed of in any way.
8. Change of Control. Subject to the terms of the
Plan, all Performance Shares will be deemed vested upon the
occurrence of any of the events set forth in S
