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

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